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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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AMERISOURCE HEALTH CORPORATION*
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 23-2546940
(State of incorporation or organization) (I.R.S. employer identification no.)
300 Chester Field Parkway
Malvern, Pennsylvania 19355
(Address of principal executive offices) (zip code)
</TABLE>
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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<S> <C>
None None
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
Class A Common Stock,
par value $0.01 per share
(title of class)
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*The Registrant changed its name from "AmeriSource Distribution Corporation" on
March 31, 1995.
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Page 1 of 3
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Reference is hereby made to Amendment No. 1 to the Registrant's
Registration Statement on Form S-2 (File No. 33-57513) (the "Form S-2
Registration Statement"), as filed on March 8, 1995, and particularly to the
sections thereof entitled "Description of Capital Stock" and "Shares Eligible
For Future Sale." Such Amendment No. 1 to the Form S-2 Registration Statement,
filed with the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended, is incorporated herein by reference. A copy of the
pertinent pages of such Amendment No. 1 to the Form S-2 Registration Statement
is attached hereto as Annex 1.
ITEM 2. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
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* 1. Form of the share certificate for the Registrant's Class A
Common Stock.
2.1 Indenture, dated as of May 30, 1986, between AmeriSource
Corporation ("AmeriSource") and Bankers Trust Company, as
trustee relating to the 6-1/4% Convertible Subordinated
Debentures due 2001 of AmeriSource (the "Convertible
Debentures") including the form of Convertible Debenture
(incorporated by reference to Exhibit 4 to AmeriSource's
Current Report, dated July 1, 1986, on Form 8-K).
2.2 First Supplemental Indenture, dated as of October 31, 1989, to
Indenture, dated as of May 30, 1986 (incorporated by reference
to Exhibit 4.23 to the Registrant's and AmeriSource's Annual
Report on Form 10-K for the fiscal year ended September 30,
1989).
2.3 Second Supplemental Indenture, dated as of October 31, 1989,
to Indenture, dated as of May 30, 1986 (incorporated by
reference to Exhibit 4.24 to the Registrant's and
AmeriSource's Annual Report on Form 10-K for the fiscal year
ended September 30, 1989).
2.4 Indenture dated July 15, 1993 between the Registrant and
Security Trust Company, N.A., as trustee relating to the
11-1/4% Senior Debentures due 2005 (the "Senior Debentures")
of the Registrant including the form of the Senior Debentures
(incorporated by reference to Exhibit 4 to the Registrant's
and AmeriSource's Form 10-Q for the quarter ended June 30,
1993).
2.5 Amended and Restated Credit Agreement, dated as of December
13, 1994 among AmeriSource, General Electric Capital
Corporation individually and as agent, Bankers Trust Company,
as co-agent, and the banks and other financial institutions
named therein (incorporated by reference to Exhibit 4.10 to
the Registrant's and AmeriSource's Form 10-K for the year
ended September 30, 1994).
* 2.6 First Amendment, dated February 10, 1995, to the Amended and
Restated Credit Agreement among AmeriSource, General Electric
Capital Corporation individually and as agent, Bankers Trust
Company, as co-agent, and the banks and other financial
institutions named therein.
2.7 Receivables Purchase Agreement, dated as of December 13, 1994
(the "Credit Agreement") between AmeriSource, as Seller and
AmeriSource Receivables Corporation, as Purchaser
(incorporated by reference to Exhibit 4.11 to the Registrant's
and AmeriSource's Form 10-K for the year ended September 30,
1994).
2.8 AmeriSource Receivables Master Trust Pooling and Servicing
Agreement, dated as of December 13, 1994 among AmeriSource
Receivables Corporation, as transferor, AmeriSource, as the
initial Servicer, and Manufacturers and Traders Trust Company,
as Trustee (incorporated by reference to Exhibit 4.12 to the
Registrant's and AmeriSource's Form 10-K for the year ended
September 30, 1994).
2.9 Revolving Certificate Purchase Agreement, dated as of December
13, 1994 among AmeriSource Receivables Corporation,
AmeriSource, The Revolving Purchasers and Bankers Trust
Company, as Agent and Revolving Purchaser (incorporated by
reference to Exhibit 4.13 to the Registrant's and
AmeriSource's Form 10-K for the year ended September 30,
1994).
2.10 Series 1994-1 Supplement to Pooling and Servicing Agreement,
dated as of December 13, 1994 among AmeriSource Receivables
Corporation, as transferor, AmeriSource, as initial Servicer,
and Manufacturers and Traders Trust Company, as Trustee
(incorporated by reference to Exhibit 4.14 to the Registrant's
and AmeriSource's Form 10-K for the year ended September 30,
1994).
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* Previously filed.
Page 2 of 3
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.
AMERISOURCE HEALTH CORPORATION
Date: April 4, 1995 By: /s/ Teresa T. Ciccotelli
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Teresa T. Ciccotelli
Vice President, Legal Counsel
Page 3 of 3
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ANNEX 1
DESCRIPTION OF CAPITAL STOCK
The following statements are brief summaries of certain provisions relating
to the Company's capital stock and are qualified in their entirety by the
provisions of the Company's Certificate of Incorporation, as amended. The
Company's Certificate of Incorporation, as amended, is an exhibit to the
Registration Statement of which this Prospectus is a part.
COMMON STOCK
The currently authorized Common Stock of the Company consists of 50,000,000
shares of Class A Common Stock, 15,000,000 shares of Class B Common Stock and
2,000,000 shares of Class C Common Stock. As of December 31, 1994, without
giving effect to the 2.95-for-1 stock split and the Option Exercises, 238,262
shares of Class A Common Stock, 3,854,163 shares of Class B Common Stock and
500,000 shares of Class C Common Stock were issued and outstanding. As of
December 31, 1994, after giving effect to the 2.95-for-1 stock split and the
Option Exercises, 3,106,307 shares of Class A Common Stock, 10,030,886 shares of
Class B Common Stock and 1,475,000 shares of Class C Common Stock would have
been issued and outstanding. Upon completion of the Offering, the Company will
have 21,212,193 shares of Common Stock outstanding (22,202,193 shares if the
over-allotment option is exercised). Class A Common Stock is referred to
elsewhere in this Prospectus as "Common Stock."
There is no established public trading market for the Class A Common Stock
and Class B Common Stock. As of December 31, 1994, the Class A Common Stock was
held by 24 holders of record, and the Class B Common Stock was held by 11
holders of record. As of September 30, 1994, the Class C Common Stock was held
by approximately 12 holders of record. The Class C Common Stock trades on a
limited basis in the over-the-counter market. Information concerning the
historical trading prices for Class C Common Stock is not published by
nationally-recognized independent sources.
Contemporaneously with and subject to the completion of the Offering made
hereby, all outstanding shares of Common Stock and all options to acquire shares
of the Company's Common Stock will be adjusted for a 2.95-for-1 stock split. No
fractional shares of Common Stock will be issued in connection with the stock
split. Each holder of Common Stock will receive a cash payment in lieu of a
fractional share to which such holder would otherwise be entitled pursuant to
the stock split in the amount of the value of the fractional share at the
offering price to the public.
Class A Common Stock. Holders of Class A Common Stock are entitled to one
vote per share on all matters on which holders of Class A Common Stock are
entitled to vote and have no cumulative voting rights. Holders of Class A Common
Stock do not have the preemptive right to subscribe for shares of Class A Common
Stock issued by the Company, nor do they have any redemption rights. Holders of
Class A Common Stock may elect at any time to convert any and all such shares
into Class B Common Stock, on a share-for-share basis. Holders of Class A Common
Stock are entitled to receive such dividends, if any, as may from time to time
be declared by the Board of Directors of the Company out of funds legally
available therefor. The Credit Agreement contains limitations on the Company's
ability to pay dividends to its stockholders. See "Dividend Policy."
Upon liquidation, dissolution or winding up of the Company, holders of
Class A Common Stock are entitled to a pro rata share of the distribution of
assets remaining after the payment of debts and expenses and after payment of
the liquidation preference accorded to the holders of any preferred stock of the
Company which may be issued in the future. Each share of Class A Common Stock
has the same rights, privileges and preferences as every other share of Class A
Common Stock. Shares of the Class A Common Stock to be issued pursuant to the
Offering, when issued and paid for, will be fully paid and nonassessable. The
transfer agent and registrar for the Class A Common Stock is Mellon Securities
Trust Company.
Class B Common Stock. The rights of holders of Class B Common Stock and
holders of Class A Common Stock are identical and entitle the holders thereof to
the same rights, privileges, benefits and notices, except as otherwise described
herein. Holders of Class B Common Stock generally do not possess the right to
vote on any matters to be voted upon by the stockholders of the Company, except
as provided by law. Under
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Section 242(b)(2) of the Delaware General Corporation Law, the holders of the
Class B Common Stock shall be entitled to vote as a class upon any proposed
amendment to the Company's Certificate of Incorporation, if such amendment would
increase or decrease the number of shares or the par value of the shares of such
class, or alter or change the powers, preferences or special rights of the
shares of such class so as to affect them adversely. Holders of Class B Common
Stock may elect at any time to convert any and all of such shares into Class A
Common Stock, on a share-for-share basis, to the extent the holder thereof is
not prohibited from owning additional voting securities by virtue of regulatory
restrictions.
Class C Common Stock. The rights of holders of Class C Common Stock and
holders of Class A Common Stock are identical and entitle the holders thereof to
the same rights, privileges, benefits and notices, except as otherwise described
herein. Holders of Class C Common stock generally do not possess the right to
vote on any matters to be voted upon by the stockholders of the Company, except
as provided by law. Under Section 242(b)(2), of the Delaware General Corporation
Law, the holders of the Class C Common Stock shall be entitled to vote as a
class upon any proposed amendment to the Company's Certificate of Incorporation
if such amendment would increase or decrease the number of shares or the par
value of the shares of such class, or alter or change the powers, preferences or
special rights of the shares of such class so as to affect them adversely. The
Class C Common Stock is subject to substantial restrictions on transfer and has
certain registration and "take-along" rights. A share of Class C Common Stock
will automatically be converted into a share of Class A Common Stock (a)
immediately prior to its sale in a future public offering or (b) at such time as
such share of Class C Common Stock has been sold publicly after the Offering in
a transaction that complies with any maximum quantity limitations applicable to
such sale. Once a share of Class C Common Stock has been converted into Class A
Common Stock it will no longer be subject to any restrictions on transfer nor
will it be entitled to the benefits of registration and take-along-rights.
SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW
Section 203 of the Delaware General Corporation Law prevents an "interested
stockholder" (defined in Section 203, generally, as a person owning 15% or more
of a corporation's outstanding voting stock) from engaging in a "business
combination" (defined in Section 203, generally, as mergers, asset sales and
other transactions resulting in a financial benefit to the interested
stockholder) with a publicly-held Delaware corporation for three years following
the date such person became an interested stockholder unless (i) before such
person became an interested stockholder, the board of directors of the
corporation approved either the business combination or the transaction that
resulted in the interested stockholder becoming an interested stockholder; (ii)
upon consummation of the transaction that resulted in the interested stockholder
becoming an interested stockholder, the interested stockholder owns at least 85%
of the voting stock of the corporation outstanding at the time the transaction
commenced (excluding stock held by directors who are also officers of the
corporation and by employee stock plans that do not provide employees with the
rights to determine confidentially whether shares held subject to the plan will
be tendered in a tender or exchange offer); or (iii) following the transaction
in which such person became an interested stockholder, the business combination
is approved by the board of directors of the corporation and authorized at a
meeting of stockholders by the affirmative vote of the holders of two-thirds of
the outstanding voting stock of the corporation not owned by the interested
stockholder. The Company will opt out of Section 203 prior to the Offering, but
this will not be effective until one year after the Offering. Accordingly, the
provisions of Section 203 will apply to the Company for approximately one year
following the consummation of the Offering.
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SHARES ELIGIBLE FOR FUTURE SALE
Upon completion of the Offering, the Company will have outstanding
21,212,193 shares of Common Stock. The 6,600,000 shares of Common Stock to be
sold in the Offering made hereby will be freely tradeable without restriction
under the Securities Act, unless acquired by an "affiliate" of the Company
(defined in Rule 144 under the Securities Act, generally, as a person who, by
virtue of equity ownership or otherwise, controls, or is controlled by, or is
under common control with, the Company). The remaining 14,612,193 shares
outstanding, excluding the shares of Class C Common Stock, upon completion of
the Offering will be "restricted securities" as defined in Rule 144, absent
registration of such shares under the Securities Act. The Company intends to
file Form S-8 Registration Statements to register shares of Common Stock
acquired by members of management pursuant to the exercise of options under the
Purchase Plan, the 1991 Option Plan and the Partners Plan.
Shares of Common Stock held by affiliates and restricted securities may not
be sold unless they are registered under the Securities Act or are sold pursuant
to an applicable exemption from registration, including the exemption from
registration set forth in Rule 144 promulgated by the Securities and Exchange
Commission (the "Commission"). Generally, Rule 144 will permit an affiliate or a
person who has held restricted securities for more than two years to sell within
any three-month period a number of shares that does not exceed the greater of 1%
of the then outstanding shares of Common Stock or the average weekly trading
volume of such stock during the four calendar weeks preceding such sale,
provided that the Company has either filed certain periodic reports with the
Commission or made publicly available certain information concerning it and
provided that such sales are made in normal "brokers' transactions" or in
transactions directly with a "market maker" without the solicitation of buy
orders by the brokers or such affiliates. A person who is deemed not an
affiliate of the Company at any time during the three months preceding a sale
and who has held restricted securities for more than three years may sell such
shares under Rule 144 without regard to the volume limitations described.
The Common Stock has been approved for listing on the Nasdaq National
Market under the symbol "ASHC," subject to official notice of issuance. Sales of
substantial amounts of Common Stock in the public market under Rule 144 could
have a depressive effect on the price of the Common Stock. VPI, certain current
and former affiliates of VPI, current and former employees and directors of
AmeriSource, and the Management Investors hold their shares of Company common
stock subject to certain restrictions on sales and transfers, including
restrictions on sales in the public market. The holders of Class C Common Stock
may sell in the public market after 90 days following the closing of the
Offering, in which event their shares are automatically converted into Common
Stock, provided that for 270 days after such 90-day period, any sales must meet
the maximum quantity limitations and other requirements of Rule 144 set forth
above. See "Management -- Stock Purchase Plan."
The Existing Stockholders were granted piggyback registration rights with
respect to the Common Stock when they purchased their shares. After the
Offering, an aggregate of 14,612,913 shares of Common Stock owned by the
Existing Stockholders will be entitled to piggyback registration rights. In
addition, VPI, which will hold in the aggregate 10,021,073 shares of Common
Stock after the Offering, has been granted demand rights to require the
registration of its shares. The Existing Stockholders (other than VPI and
current employees and directors of the Company, who have agreed to restrictions
for a 180-day period as discussed below) are subject to restrictions on public
sale or distribution for a period of 90 days following the effective date of the
Registration Statement.
VPI and directors and members of AmeriSource's management holding, in the
aggregate, approximately 12.8 million shares of Common Stock have agreed not to
file, or cause the Company to file, a registration statement with respect to,
enter into any agreement providing for or effect any public sale, public
distribution or other public disposition of shares of capital stock of the
Company, including any sale pursuant to Rule 144 or Rule 144A promulgated under
the Securities Act, for a period of 180 days following the closing date of the
Offering without the prior written consent of DLJ. Such investors have further
agreed that they will not otherwise dispose of any shares of capital stock of
the Company unless the person to whom such disposition is made agrees to
substantially the same as the foregoing. A total of approximately 1.8 million
shares of
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Common Stock currently outstanding (excluding the shares sold in the Offering)
are not subject to the 180-day restriction; however, all such shares are subject
to restrictions on public sale or distribution for a period of 90 days as
described above.
Upon exercise of options granted under the Purchase Plan and 1991 Option
Plan, the holders will be subject to withholding tax liability based upon the
difference between the exercise price and the estimated fair market value of the
Common Stock at the time of exercise. In lieu of selling shares of Common Stock
to satisfy their withholding requirement, certain members of AmeriSource's
management intend to obtain margin loans from Smith Barney Inc. and DLJ. In
connection with such margin loans, such management have each agreed to pledge
the shares of Common Stock acquired pursuant to exercise of such options as
collateral for the margin loans. Under certain circumstances, Smith Barney Inc.
and DLJ may foreclose on and sell such pledged Common Stock, and such sales may
occur in the 180-day period following the closing of the Offering.
4
