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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) NOVEMBER 12, 1998
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D & K HEALTHCARE RESOURCES, INC.
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
000-20348 43-1465483
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(Commission File Number) (IRS Employer Identification No.)
8000 MARYLAND AVENUE, SUITE 920, ST. LOUIS, MISSOURI 63105
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(Address of Principal Executive Offices) (Zip Code)
(314) 727-3485
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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D & K HEALTHCARE RESOURCES, INC.
FORM 8-K
ITEM 5: OTHER EVENTS.
On November 12, 1998, the Registrant issued a press release announcing
the adoption of a shareholder rights plan. The shareholder rights plan provides
for a dividend distribution of one right for each share of the Registrant's
common stock to holders as of the close of business on November 23, 1998. Each
right will entitle the holder to buy, under certain circumstances, one
one-thousandth of a share of preferred stock for $100. The rights will become
exercisable only in the event, with certain exceptions, a person or group
acquires 15 percent or more of the Registrant's common stock or commences a
tender or exchange offer for 15 percent or more of the Registrant's common
stock. In addition, upon the occurrence of certain events, holders of the rights
will be entitled to purchase either the Registrant's common stock or preferred
stock or shares in an acquiring entity at half of market value.
The Registrant will generally be entitled to redeem the rights in
whole, but not in part, at a price of $0.005 per right, at any time up to and
including the tenth day after the time that a person or group has acquired 15
percent or more of the Registrant's common stock or announced a tender offer to
purchase at least 15 percent of the outstanding common stock of the Registrant,
subject to extension of the redemption period by the Registrant's Board of
Directors. Unless earlier redeemed, the rights will expire on November 12, 2008.
The full text of the press release is attached hereto as Exhibit 99 and
is hereby incorporated herein by reference in its entirety.
The foregoing description of the shareholder rights plan is qualified
by reference to the Rights Agreement dated as of November 12, 1998, between the
Registrant and Harris Trust and Savings Bank as Rights Agent, a copy of which is
being filed by the Registrant as an exhibit to its Registration Statement on
Form 8-A.
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99. Registrant's Press Release issued November 12, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
D & K HEALTHCARE RESOURCES, INC.
Date: November 12, 1998 By: /s/ DANIEL E. KREHER
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Daniel E. Kreher, Vice President -
Finance and Administration
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EXHIBIT 99
D & K HEALTHCARE RESOURCES, INC. BOARD
ADOPTS SHAREHOLDER RIGHTS PLAN
D & K Healthcare Resources, Inc. (Nasdaq:DKWD) announced today that its Board of
Directors has adopted a Shareholder Rights Plan. Under the Plan, a dividend of
one preferred share purchase right (a "Right") was declared for each share of
common stock of the Company outstanding at the close of business on November 23,
1998. No separate certificate evidencing the Rights will be issued unless and
until they become exercisable.
The Plan is designed to help ensure that all D & K shareholders receive fair
treatment in the event of an unsolicited attempt to gain control of the Company
and to discourage certain abusive takeover tactics. The Plan has not been
adopted in response to any specific takeover threat, and the Board of Directors
is unaware of any effort by a third party to acquire control of the Company.
Each Right will entitle a shareholder to buy, under certain circumstances, one
one-thousandth of a share of preferred stock for $100. The Rights generally will
be exercisable only if a person or group acquires 15 percent or more of the
Company's common stock or commences a tender or exchange offer for 15 percent or
more of the Company's common stock.
If a person or group were to acquire 15 percent or more of the Company's common
stock without the prior approval of the Board of Directors, each Right will
entitle the holder - other than the acquiror - to buy at the Right's then
current exercise price shares of common stock of the Company or preferred stock
or other securities of the Company equivalent to its common stock with a market
value of twice the exercise price. In addition, if at the time when there was a
15 percent stockholder, a person acquires at least 50 percent of the assets or
earnings power of the Company or merges with the Company and the Company is not
the survivor, shareholders with unexercised Rights could purchase common stock
of the acquiror with a value of twice the exercise price of the Rights.
The Company's Board of Directors may redeem the Rights in whole, but not in
part, at a price of $0.005 per Right, at any time up to and including the tenth
day after the time that a person or group has acquired 15 percent or more of the
Company's common stock or announced a tender offer to purchase at least 15
percent of the outstanding common stock, subject to extension of the redemption
period by the Board of Directors. Unless earlier redeemed, the Rights will
expire on November 12, 2008.
D&K Healthcare Resources, Inc., of St. Louis, Missouri, is a full-service
regional wholesale drug distributor supplying customers from facilities in
Lexington, Kentucky; Minneapolis, Minnesota; and Cape Girardeau, Missouri. D&K
owns a 50 percent interest in Pharmaceutical Buyers, Inc., of Boulder, Colorado,
one of the nation's leading alternate site group purchasing organizations. D&K
also invites all interested parties to visit its Web site at
http://www.dkwd.com.
