UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A (Number 2)
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 in order to amend the definition of "Continuing
Director" contained in Section 1(g) of the Rights Agreement.
On May 19, 2000, the Company and Norwest entered into a Second
Amendment to Rights Agreement (the "Second Amendment") in order to amend the
definition of "Acquiring Person" contained in Section 1(a) of the Rights
Agreement.
The Second 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 Second 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)
<PAGE>
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
(incorporated by reference to Exhibit 2 to the
Company's Amendment to Registration Statement on Form
8-A, File No. 000-18902, filed October 21, 1999)
3 Second Amendment to Rights Agreement dated as of May
19, 2000 between Health Risk Management, Inc. and
Norwest Bank Minnesota, N.A. as Rights Agent
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.
June 8, 2000 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
(incorporated by reference to Exhibit 2 to the
Company's Amendment to Registration Statement on Form
8-A, File No. 000-18902, filed October 21, 1999)
3 Second Amendment to Rights Agreement dated as of May
19, 2000 between Health Risk Management, Inc. and
Norwest Bank Minnesota, N.A. as Rights Agent
