SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
Amendment No. 2
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
SMT Health Services Inc.
(Exact name of registrant as specified in its charter)
0-19894
(SEC File No.)
Delaware 25-1672183
(State of incorporation or organization) (I.R.S. Employer Identification No.)
10521 Perry Highway
Wexford, Pennsylvania 15090
Phone: (412) 933-3300 (Zip Code)
(Address of principal executive officers)
Securities to be registered pursuant to Section 12(b) of the Act: None.
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
(Title of Class)
Item 1. Description of Registrant's Securities to be Registered
On November 8, 1995, the Board of Directors of SMT Health Services Inc. (the
"Company") adopted a Preferred Stock Purchase Rights Plan (the "Plan"). A
summary of the material terms of the Plan can be found in Item 1 of the
Company's Registration Statement on Form 8-A/A filed with the Securities and
Exchange Commission on December 6, 1995, which is incorporated herein by
reference.
On June 23, 1997, the Board of Directors of the Company amended the Rights
Agreement so that (i) neither Three Rivers Holding Corp., a Delaware
corporation ("Parent") nor Three Rivers Acquisition Corp., a Delaware
corporation ("Purchaser") will become an "Acquiring Person" under the Rights
Agreement and (ii) the execution, delivery and performance of the Merger
Agreement dated as of June 24, 1997 by and among Parent, Purchaser and the
Company and the Stockholder Agreement by and among Parent, Purchaser, the
Company, Jeff D. Bergman, Daniel Dickman, David W. Spindler and David A. Zynn
do not, and the commencement or consummation of the Offer and the Merger
(each as defined in the Merger Agreement) and the other transactions
contemplated under the Merger Agreement and the Stockholder Agreement
(including pursuant to any amendment thereto) will not, result in the grant
of any rights to any person under the Rights Agreement or enable or require
any outstanding rights to be exercised, distributed or triggered, and the
Rights will expire without any further force or effect as of the Effective
Time (as defined in the Merger Agreement). The Company has not exempted (or
taken any other action tantamount to exempting) any person or entity from
the potential application of the Rights Agreement.
A complete description and terms of the Rights as amended are set forth in a
Rights Agreement (the "Rights Agreement") between the Company and American
Stock Transfer & Trust Company, as Rights Agent (the "Rights Agent"), a copy
of which has been filed with the Securities and Exchange Commission as an
exhibit to the Form 8-A/A dated November 8, 1995, and an Amendment to the
Rights Agreement, a copy of which is filed herewith. This summary description
of the Rights does not purport to be complete and is qualified in its
entirety by reference to the Rights Agreement, as amended, which is hereby
incorporated herein by reference.
Item 2. Exhibits
Amendment dated as of June 23, 1997 to the Rights Agreement, dated as of
November 8, 1995, between SMT Health Services Inc. and American Stock
Transfer & Trust Company, as Rights Agent (filed as and incorporated herein
by reference to Exhibit (c)(11) to the Company's Schedule 14D-9 filed with
the Securities and Exchange Commission on June 30, 1997).
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereto duly authorized.
SMT Health Services Inc.
Date: July 2, 1997
By: /s/ David A. Zynn
David A. Zynn
Title:Chief Financial Officer, Treasurer
and Assistant Secretary
