UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A (Number 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
HEALTH RISK MANAGEMENT, INC.
(Exact name of registrant as specified in its charter)
Minnesota 41-1407404
(State of incorporation or organization) (I.R.S. Employer Identification No.)
10900 Hampshire Avenue South
Minneapolis, Minnesota 55438
(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None Not Applicable
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [ ]
If this Form relates to the registration of a class of debt securities and is
effective simultaneously with the effectiveness of a concurrent registration
statement under the Securities Act of 1993 pursuant to General Instruction
A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
On April 10, 1997, Health Risk Management, Inc. (the "Company") filed
with the Securities and Exchange Commission a Registration Statement on Form 8-A
to register Preferred Stock Purchase Rights issuable in accordance with the
terms of the Rights Agreement dated April 4, 1997 (the "Rights Agreement")
between the Company and Norwest Bank Minnesota, N.A. ("Norwest"), as Rights
Agent.
On October 1, 1999, the Company and Norwest entered into a First
Amendment to Rights Agreement (the "Amendment") in order to amend the definition
of "Continuing Director" contained in Section 1(g) of the Rights Agreement.
The Amendment is filed as an exhibit to this Form 8-A/A and is
incorporated herein by reference. The foregoing description is qualified in its
entirety by reference to full text of the Amendment and of the Rights Agreement.
Item 2. Exhibits.
Exhibit
No. Description
1 Rights Agreement dated as of April 4, 1997 between Health Risk
Management, Inc. and Norwest Bank Minnesota, N.A. as Rights Agent,
together with the following exhibits thereto:
(A) Certificate of Designations of Series A Preferred Stock of
Health Risk Management, Inc.
(B) Summary of Rights to Purchase Shares of Series A Preferred
Stock which, together with certificates representing the
outstanding Common Stock of Health Risk Management, Inc.,
shall represent the Rights prior to the Distribution Date
(C) Form of Right Certificate (pursuant to the Rights Agreement,
Right Certificates will not be delivered until as soon as
practicable after the Distribution Date)
(incorporated by reference to Exhibit 1 to the Company's Registration
Statement on Form 8-A, File No. 000-18902, filed April 10, 1997)
2 First Amendment to Rights Agreement dated as of October 1, 1999 between
Health Risk Management, Inc. and Norwest Bank Minnesota, N.A. as Rights
Agent
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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, thereunto duly authorized.
HEALTH RISK MANAGEMENT, INC.
October 20, 1999 By: /s/ Gary T. McIlroy, M.D.
Gary T. McIlroy, M.D.
Chairman and Chief Executive Officer
<PAGE>
HEALTH RISK MANAGEMENT, INC.
FORM 8-A/A
Exhibit Index
Exhibit Description
1 Rights Agreement dated April 4, 1997 between Health Risk Management,
Inc. and Norwest Bank Minnesota, N.A., with the following exhibits
thereto:
(A) Certificate of Designation of Series A Preferred Stock
(Exhibit A to Rights Agreement)
(B) Summary of Rights to Purchase Shares of Series A Preferred
Stock (Exhibit B to Rights Agreement)
(C) Form of Right Certificate (Exhibit C to Rights Agreement)
(incorporated by reference to Exhibit 1 to the Company's Registration
Statement on Form 8-A, File No. 000-18902, filed April 10, 1997)
2 First Amendment to Rights Agreement dated as of October 1, 1999 between
Health Risk Management, Inc. and Norwest Bank Minnesota, N.A. as Rights
Agent
FIRST AMENDMENT TO RIGHTS AGREEMENT
This First Amendment to Rights Agreement (this "Amendment") is between
Health Risk Management, Inc., a Minnesota corporation (the "Company") and
Norwest Bank Minnesota, N.A., a national banking association (the "Rights
Agent"), effective as of October 1, 1999.
A. The Company and the Rights Agent entered into a Rights Agreement,
dated as of April 4, 1997 (the "Rights Agreement"). Capitalized terms used and
not otherwise defined in this Amendment will have the meaning attributed to such
terms in the Rights Agreement.
B. Section 27 of the Rights Agreements provides that the Company may
amend the Rights Agreement upon the approval of at least a majority of the Board
of Directors of the Company (provided at the time of such approval by the Board
there are then in office not less than two Continuing Directors and such
approval is joined in by a majority of the Continuing Directors then in office)
and upon any such amendment, the Rights Agent shall amend the Rights Agreement
as the Company directs.
C. The Company desires, and hereby directs the Rights Agent, to amend
the Rights Agreement and the Rights Agent agrees to such amendment, on the terms
and conditions set forth in this Amendment.
Accordingly, the Company and the Rights Agent agree as follows:
1. Representation and Warranties. The Company represents and warrants to the
Rights Agent that:
(a) to the best knowledge of the Company, this Amendment
shall not materially adversely affect the interest of
the holders of the Rights Certificates; and
(b) this Amendment is authorized pursuant to the
requirements of Section 27 of the Rights Agreement,
having been approved by a majority of the Company's
Continuing Directors as evidenced by the officer's
certificate attached hereto as Exhibit A.
2. Continuing Directors. Section 1(g) of the Rights Agreement is amended by
adding the following language to the last sentence of Section 1(g):
; and (iii) in the event that any provision hereof that uses
or incorporates the term Continuing Directors is determined
under applicable law to render such provision, any other
provisions or the entire Rights Agreement void, voidable,
invalid or otherwise unenforceable, then all such references
to Continuing Directors in such provision shall be amended,
without further action of the parties hereto, to refer to the
entire Board of Directors of the Company.
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3. No Other Changes. Except as specifically amended by this Amendment, all other
provisions of the Rights Agreement remain in full force and effect. This
Amendment shall not constitute or operate as a waiver of, or estoppel with
respect to, any provisions of the Rights Agreement by any party hereto.
4. Counterparts. This Amendment may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same agreement.
The Company and the Rights Agent have caused this Amendment to be duly
executed on their behalf by their respective duly authorized representatives as
of the date first written above.
HEALTH RISK MANAGEMENT, INC. NORWEST BANK MINNESOTA, N.A.
By: /s/ Gary McIlroy By: /s/ Beverly Robinson
Gary T. McIlroy, M.D. Its: Corp. Officer
Its: Chief Executive Officer and
Chairman of the Board
<PAGE>
OFFICER'S CERTIFICATE
The undersigned hereby certifies that the First Amendment to the Rights
Agreement between Health Risk Management, Inc. and Norwest Bank Minnesota, N.A.,
dated as of April 4, 1997 (the "Rights Agreement") to which this Officer's
Certificate is attached as Exhibit A, complies with the terms of Section 27 of
the Rights Agreement.
/s/ Gary McIlroy
Gary T. McIlroy, M.D.
Chief Executive Officer and
Chairman of the Board
