<PAGE> 1
U.S. 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): December 11, 2000
AMEDISYS, INC.
--------------
(Exact Name of Registrant as Specified in Charter)
Delaware
--------
(State or Other Jurisdiction of
Incorporation or Organization)
0-24260 11-3131700
------- ----------
(Commission File Number) (I.R.S. Employer Identification No.)
11100 Mead Road, Suite 300, Baton Rouge, LA 70816
-------------------------------------------------
(Address of principal executive offices including zip code)
(225) 292-2031
--------------
(Registrant's telephone number, including area code)
<PAGE> 2
ITEM 5. OTHER EVENTS
DESCRIPTION OF SECURITIES
GENERAL
Amedisys, Inc. (the "Company") has 10,000,000 shares of Common Stock,
$0.001 par value per share (the "Common Stock") and 5,000,000 shares of $0.001
par value Preferred Stock authorized for issuance by its Board of Directors (the
"Board"). As of the effective date of this filing, the Company had issued and
outstanding 5,326,126 shares of Common Stock and 390,000 shares of Preferred
Stock, and 3,659,518 shares of Common Stock were reserved for issuance upon
conversion of Preferred Stock, the exercise of stock options, the exercise of
stock warrants and other purposes. The rights of shareholders of Common Stock,
as described below, are subject to the prior rights of holders of the Preferred
Stock, as described below, which may from time to time be outstanding.
The following description of the Company's securities is qualified in
its entirety by reference to the Company's Certificate of Incorporation and
By-laws and to the applicable provisions of the Delaware General Corporation Law
("DGL").
COMMON STOCK
Dividend Rights. Holders of outstanding Common Stock ("Common
Shareholders") are entitled to receive such dividends, if any, as may be
declared by the Board, in its discretion, out of funds legally available
therefor.
Voting Rights. Common Shareholders are entitled to one vote per share
on all matters to be voted on by the shareholders. Common Shareholders do not
have cumulative voting rights.
Liquidation Rights. In the event of the liquidation of the Company,
after payment of debts and expenses and any payment due on Preferred Stock, if
any, the Common Shareholders will be entitled to receive all remaining assets of
the Company ratably in proportion to the number of shares held by them.
Preemptive Rights. Common Shareholders do not have the right to
subscribe to any additional capital stock that may be issued by the Company.
Preferred Stock. The Board is authorized without action of
shareholders except as described under "Series A Preferred Stock" below, to
issue up to 5,000,000 shares of Preferred Stock from time to time, and to fix
the preferences, limitations and relative rights of the shares of Preferred
Stock and Common Stock, as well as to establish and fix variations in the
preferences, limitations and relative rights between different series of
Preferred Stock. Shares of Preferred Stock authorized by the Board may have
dividend, liquidation, voting and other rights superior to shares of Common
Stock. In addition, the Board may grant to the holders of Preferred Stock the
right to elect one or more directors or the right to convert shares of Preferred
Stock into Common Stock.
<PAGE> 3
One of the effects of the existence of undesignated Preferred Stock
and authorized but unissued Common Stock may be to enable the Board to make more
difficult or to discourage an attempt to obtain control of the Company. For
example, shares of Common Stock or Preferred Stock could be sold privately to
purchasers who might support the Board in a control contest or could be sold to
dilute the voting or other rights of a person seeking to obtain control. In
addition, the Board could cause the Company to issue Preferred Stock entitling
holders (1) to vote separately as a class on any proposed transaction, (2) to
convert Preferred Stock into Common Stock, (3) to demand redemption at a
specified price in connection with a change in control or (4) to exercise other
rights designated to impede a takeover. In addition, although the Board will
authorize the issuance of Common or Preferred Stock only when it considers doing
so to be in the best interest of shareholders, the issuance of additional shares
may, among other things, have a dilutive effect on earnings and equity per share
of Common Stock and on the voting rights of the Common Shareholders.
SERIES A PREFERRED STOCK
General. The Company is authorized to issue up to 5,000,000 shares of
Preferred Stock $0.001 par value per share. As of the effective date of this
filing, the Company had issued and outstanding 390,000 shares of Series A
Preferred Stock (the "Preferred Stock") with a stated liquidation of $10 per
share.
Dividend Rights. Holders of the Preferred Stock ("Preferred
Shareholders") are entitled to receive such dividends, if any, as may be
declared by the Board, in its discretion, out of funds legally available
therefor. Declared dividends are required to be paid before dividends may be
paid on Common Stock.
Conversion Rights. At their option, the Preferred Shareholders may
convert the Preferred Stock into shares of Common Stock at the conversion price
of $3.00 per share, currently equal to a conversion rate of 3.33 shares of
Common Stock at the then conversion price for each share of Preferred Stock,
subject to customary antidilution clauses.
Voting Rights. Except as otherwise required by law, Preferred
Shareholders are entitled to vote on any matter, including the election of
directors, together with the Common Stock, each share of Preferred Stock having
a number of votes equal to the number of common shares into which it is
convertible. In addition, the Preferred Stock, voting separately as a class,
must approve any authorization or issuance of any stock ranking equal or senior
to the Preferred Stock and any amendment to the Certificate of Incorporation
that changes any of the provisions therein of the Preferred Stock.
Liquidation Rights. Upon the liquidation of the Company, after the
payment of debts and expenses, the Preferred Shareholders are entitled to
receive a preferential payment of $10.00 per share, and no more, before any
distributions may be made on the Common Stock.
Preemptive Rights. Preferred Shareholders do not have the right to
subscribe to any additional capital stock that may be issued by the Company.
SHAREHOLDER RIGHTS PLAN
General. The Company's shareholder rights plan gives one right
("Right") for each share of Common Stock, including securities convertible into,
exchangeable into or exercisable for Common Stock of the Company. Subject to the
terms of a Shareholder Rights Agreement between the Company and American Stock
Transfer & Trust Company as Rights Agent (the "Rights Agreement"), each Right
will entitle the registered holder, after the Separation Date (defined below)
and prior to the Expiration Date (defined below), to purchase from the Company,
for $15.00 (the "Exercise Price"), that number of shares of Common Stock having
an aggregate Market Price (defined below), on the first date of the Company's
public announcement that a person has become an Acquiring Person (defined below)
[the "Stock Acquisition Date"], equal to twice the Exercise Price. Subject to
certain adjustments and subject to the more detailed description set forth in
the Rights Agreement, the "Market Price" means the average of the daily closing
prices of such Common Stock on each of the 10 consecutive business days through
and including the business day immediately preceding such date. The Exercise
Price and Rights are subject to adjustments from time to time as set forth in
the Rights Agreement.
<PAGE> 4
Rights. Until the Separation Date, each Right is evidenced by the
certificate for the associated share of Common Stock and is transferable only
together with such associated share. Subject to terms of the Rights Agreement,
the Rights may be exercised and may be transferred independent of shares of
Common Stock after the Separation Date and before the Expiration Date. After the
Separation Date, Right Certificates and disclosure statements describing the
Rights will be mailed to holders of Common Stock (other than certain Persons
whose Rights have become void pursuant to the Rights Agreement) and such
separate Rights Certificate alone will evidence the Rights. Each Right will
entitle the holder, subject to certain adjustments and other terms of the Rights
Agreement, to purchase from the Company, for the Exercise Price, that number of
shares of Common Stock having an aggregate Market Price on the Stock Acquisition
Date which is equal to twice the Exercise Price.
The Separation Date means, subject to certain exceptions, the close
of business on the earlier of (i) the tenth business day after the date on which
any individual, firm, partnership, association, group, corporation or other
entity (the "Person") commences a tender or exchange offer which, if
consummated, would result in such Person, together with affiliates and
associates, acquiring beneficial ownership of 15% or more of the outstanding
shares of Common Stock (the "Acquiring Person"), and (ii) the tenth business day
after the first date of the Company's public announcement that an Acquiring
Person has become such or such earlier or later date as the Company's Board may
from time to time fix by adopting a resolution prior to the Flip-In Date that
would otherwise have occurred (the "Flip-In Date").
Acquiring Person. An "Acquiring Person" does not include any Person
(i) who is an Acquiring Person on June 15, 2000 or who becomes an Acquiring
Person solely as a result of an acquisition by the Company of shares of Common
Stock, until such time as any of such Person shall become the beneficial owner
(other than by means of a stock dividend or stock split) of any additional
shares of Common Stock, (ii) who is an Acquiring Person but who acquired
beneficial ownership of shares of Common Stock without any plan or intention to
seek or affect control of the Company, if such Person promptly divests
sufficient shares of Common Stock so that such Person ceases to be an Acquiring
Person, (iii) who beneficially owns shares of Common Stock consisting solely of
one or more of (A) shares of Common Stock beneficially owned pursuant to the
grant or exercise of an option granted to such Person by the Company in
connection with an agreement to merge with, or acquire, the Company entered into
before a Flip-In Date, (B) shares of Common Stock beneficially owned by such
Person or its affiliates or associates at the time of grant of such option or
(C) shares of Common Stock acquired by affiliates or associates of such Person
after the time of such grant which, in the aggregate, amount to less than 1% of
the outstanding shares of Common Stock, or (iv) who beneficially owns Preferred
Stock of the Company, which, upon conversion to Common Stock would cause such
Person to be an Acquiring Person. In addition, the definition of an "Acquiring
Person" does not include the Company, any of its wholly owned subsidiaries and
any employee stock ownership or other employee benefit plan of the Company or of
its wholly owned subsidiaries.
Expiration Date. The "Expiration Date" is the earliest of (i) the
date on which the right to exercise the Rights shall terminate pursuant to an
action by the Board electing to exchange, subject to certain exceptions and
adjustments, all outstanding Rights for shares of Common Stock at an exchange
ratio of one share of Common Stock per Right, (the "Exchange Date"); (ii) the
date, before the close of business on the Flip-In Date, the Board elects to
terminate the Rights without any payment to any holder (the "Termination Date");
(iii) June 14, 2010; and (iv) upon the merger of the Company into another
corporation pursuant to an agreement entered into prior to a Flip-In Date.
Flip-In Date and Flip-Over Transaction or Event. If a Flip-In Date
occurs before the Expiration Date, the Rights entitle the holders to purchase
from the Company, for the Exercise Price, such number shares of Common Stock
having an aggregate Market Price on the Stock Acquisition Date equal to twice
the Exercise Price. At any time after the Flip-In Date and before an Acquiring
Person becomes the beneficial owner of more than 50% of the outstanding shares
of Common Stock, the Board may, at its option, elect to exchange all of the then
outstanding Rights for shares of Common Stock at an exchange ratio, subject to
adjustments, of one share of Common Stock per Right. Upon such action by the
Board, the right to exercise the Rights will terminate and each Right will
represent only the right to receive one share of Common Stock per Right.
Notwithstanding any of the foregoing, all Rights that are or were beneficially
owned on or after the Stock Acquisition Date by an Acquiring Person or by any
transferee will be null and void and any holder of such Rights shall have no
right to exercise or transfer such Rights.
If there are insufficient treasury shares or authorized but unissued
shares of Common Stock to permit the exercise or exchange of the Rights under
the above mentioned Flip-In transactions, the Company will either call a meeting
of the shareholders seeking approval for the authorization of sufficient
additional shares or permit the holders of the Rights to receive, upon exercise
or exchange of the Rights, certain debt or equity securities or other assets (or
a combination thereof) as set forth in the Rights Agreement.
<PAGE> 5
After the Flip-In Date occurs and before the Expiration Date, the
Company may not enter into or consummate an agreement or permit to occur any
Flip-Over Transaction or Event unless proper provision is made for the benefit
of the Rights holders such that each Right will thereafter become a right to
purchase from the Flip- Over Entity (as defined below), for the Exercise Price,
that number of shares of stock of the Flip-Over Entity having an aggregate
Market Price equal to twice the Exercise Price. Further, all obligations and
duties of the Company pursuant to the Rights Agreement shall be assumed by the
Flip-Over Entity.
Unless the Rights are terminated by the Board before the Expiration
Date, the Company may not enter into any agreement with respect to, consummate
or permit the occurrence of any Flip- Over Transaction or Event if any rights,
warrants or securities outstanding or other arrangements, agreements or
instruments would eliminate or materially diminish the benefits under the Rights
Agreement.
A "Flip-Over Transaction or Event" is generally defined as a
transaction or a series of transactions occurring after a Flip-In Date which
would directly or indirectly result in (i) a consolidation, merger or
participation in a share exchange by the Company with a Person if, during such
time, the Company's Board is controlled by the Acquiring Person and either (A)
any term of or arrangement concerning the treatment of shares of capital stock
in such an event relating to the Acquiring Person is not identical as compared
to the other holders of the Common Stock or (B) the Person with whom the said
transaction or transactions are occurring is the Acquiring Person or (ii) the
sale or transfer by the Company of one or more of its subsidiaries of assets
aggregating more than 50% of the assets or generating more than 50% of the
operating income or cash flow of the Company and its subsidiaries, as a whole,
to any Person (other than the Company or its wholly owned subsidiaries) or two
or more affiliated or associated Person or Persons acting in concert, if, at
such time the Company's Board is controlled by an Acquiring Person. An Acquiring
Person is deemed to "control" the Company's Board if after a Flip-In Date, the
persons who were directors of the Company before the Flip-In Date cease to be a
majority of the Company's Board. For the purposes of a Flip-Over Transaction or
Event described in clause (i) above, a "Flip-Over Entity" is a Person issuing
any securities into which shares of Common Stock are being converted or
exchanged and, if no such securities are being issued, the other party to such
Flip-Over Transaction or Event. In the case of a Flip-Over Transaction or Event
referred to in clause (ii) above, a "Flip-Over Entity" is a Person receiving the
greatest portion of the assets or earning power being transferred in such
Flip-Over Transaction or Event. If such Person is a subsidiary of a corporation,
the parent corporation is the Flip-Over Entity.
Adjustments to Exercise Price and Rights. The Exercise Price and the
Rights are subject to adjustment from time to time to protect against dilution
in the event of a stock dividend on, or a subdivision or combination of, the
shares of Common Stock. Further, the number of Rights and/or securities or other
property purchasable upon exercise of Rights may be adjusted at the sole
discretion of the Board if the Company, at any time after the Record Date and
prior to the Separation Date, issues or distributes any securities or assets in
respect of, in lieu of or in exchange for Common Stock (other than a regular
cash or stock dividend) whether by dividend, in a reclassification or
recapitalization, or otherwise.
No Shareholder Rights Prior to Exercise. Until the Rights have been
exercised or exchanged pursuant to the Rights Agreement, the holders thereof, as
such, will have no rights as shareholders of the Company including, without
limitation, the right to vote or receive dividends.
Termination, Expiration and Amendments. At any time until the close
of business on the Flip-In Date, the Board may, at its option, terminate the
Rights without any payment to the holders thereof. The Board may condition the
termination of Rights until or upon the occurrence of a specified future time or
event. The said action of the Board will, without any further action and without
notice, terminate the right to exercise the Rights and will cause each Right to
be null and void.
The Rights and the Rights Agreement expire at the Expiration Date.
After such date, no Person shall have any rights pursuant to the Rights
Agreement or any Right unless the Rights are exchanged pursuant to the said
Agreement.
The Rights Agreement may be supplemented or amended without the
approval of the holders of the Rights at any time and in any respect before the
close of business on the Flip-In Date. Thereafter, the Rights Agreement may be
amended without approval of the Rights holders if the changes are necessary or
desirable and do not materially adversely affect the interest of the Rights
holders, or in order to cure ambiguities, defects or inconsistencies.
Anti-takeover Effects. The Rights may have certain anti-takeover
effects. The Rights will cause substantial dilution to a person or group that
attempts to acquire the Company on terms not approved by the Board. However, the
<PAGE> 6
Rights should not interfere with any merger, share exchange or other business
combination approved by a majority of the current Directors since the Rights may
be terminated by the current Board at any time on or before the close of
business ten business days after announcement by the Company that a person has
become an Acquiring Person. Thus, the Rights are intended to encourage persons
who may seek to acquire control of the Company to initiate such an acquisition
through negotiations with the Board.
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.
AMEDISYS, INC.
By: /s/ John M. Joffrion
-----------------------------------------
John M. Joffrion
Senior Vice President of Finance
Principal Accounting and Financial Officer
DATE: December 11, 2000
