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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
UNILAB CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 95-4415490
(State of Incorporation) (I.R.S. employer
identification number)
18448 Oxnard Street
Tarzana, California
(address of principal 91356
executive offices) (Zip code)
If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become
filing pursuant to General effective simultaneously with
Instruction A(c)(1) please check the effectiveness of a
the following box. [ ] concurrent registration
statement under the Securities
Act of 1933 pursuant to General
Instruction A(c)(2) please
check the following box. [ ]
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
- -------------------------------------- ---------------------------------
Common Stock, par value of $.01 American Stock Exchange
per share, and associated rights
to purchase shares of Series A
Junior Participating Preferred
Stock, par value of $.01 per
share.
Securities to be registered pursuant to Section 12(g) of the
Act:
None
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Item 1. Description of Registrant's Securities to be
Registered.
Common Stock
The securities being registered hereunder are the Registrant's
Common Stock ("Common Stock"), par value $.01 per share, and associated rights
("Rights") to purchase shares of Series A Junior Participating Preferred Stock
("Series A Preferred Stock"), par value $.01 per share, described below.
The Registrant's authorized capital stock consists of 100,000,000 shares
of Common Stock, 5,000,000 shares of Non-Voting Common Stock, par value $.01
per share ("Non-Voting Common Stock") and 20,000,000 shares of Preferred
Stock, par value $.01 per share ("Preferred Stock"). Of the 20,000,000 shares
of Preferred Stock authorized, 500,000 have been designated Non-Voting
Convertible Preferred Stock ("Non-Voting Convertible Preferred Stock") and
1,000,000 have been designated Series A Preferred Stock. The Non-Voting
Common Stock and the Common Stock are identical in all respects except that
the Non-Voting Common Stock are not entitled to vote except as otherwise
required by Delaware Law.
Preemptive Rights; Liquidation or Dissolution. The holders of
Common Stock do not have preemptive rights. Subject to the preferential
rights of the holders of Unilab Corporation's (the "Company" or "Unilab")
Non-Voting Convertible Preferred Stock, the Series A Preferred Stock, and any
other shares of the Company's preferred stock hereafter issued, all shares of
Common Stock rank equally on dissolution and are entitled to participate
equally in such dividends as may be declared by the Company's Board of
Directors out of funds legally available therefor.
Voting Rights. The holders of Common Stock are entitled to one
vote per share held of record on all matters upon which stockholders generally
have the right to vote. The Common Stock does not have cumulative voting
rights.
Dividends. Dividends on Common Stock may be declared by the
Company's Board of Directors from time to time out of any assets or funds
legally available therefor, after provision for the preferential dividend
rights of holders of Non-Voting Convertible Preferred Stock, Series A
Preferred Stock, and any other preferential dividend rights the Company's
Board of Directors may fix for any other series of preferred stock that may be
issued and outstanding. The Company's ability to declare dividends is subject
to certain restrictions contained in the Indenture, dated as of March 14,
1996, between the Company and Marine Midland Bank, as trustee.
Transfer Agent. Chase Mellon Shareholder Services (successor to
Chemical Mellon Shareholder Services) acts as Registrar and Transfer Agent for
the Common Stock.
Series A Preferred Stock Rights
On February 25, 1994, the Company's Board of Directors declared a
dividend of one right to purchase one one-hundredth of a share (a "Unit") of
Series A Preferred Stock, par value $.01 per share, and, under certain
circumstances, other securities, for each outstanding share of the Company's
Common Stock. On February 27, 1996, the Company's Board of Directors
authorized amending the terms of the rights, which are set forth in an Amended
and Restated Rights Agreement (the "Rights Agreement") between the Company and
Chase Mellon Shareholder Services (successor to Chemical Mellon Shareholder
Services), as Rights Agent.
The following description is intended to provide a general
description only and is qualified in its entirety by reference to the Rights
Agreement filed as Exhibit 4. A copy of the Rights Agreement is available
free of charge from the Company and the Rights Agent.
Each Common Stock certificate currently represents shares of
Common Stock and an equivalent number of Rights. Prior to the earlier of the
Distribution Date (as hereinafter defined) and the Expiration Date (as
hereinafter defined), one additional Right (as such number may be adjusted
pursuant to the provisions of the Rights Agreement) shall be deemed to be
delivered for each share of Common Stock issued or transferred by the Company.
Following the Distribution Date and prior to the expiration or redemption of
the Rights, the Company will issue one Right (as such number may be adjusted
pursuant to the provisions of the Rights Agreement) for each share of Common
Stock issued pursuant to the exercise of stock options or under employee plans
or arrangements granted or awarded on or prior to the Distribution Date, or
upon the exercise, conversion or exchange of securities issued by the Company
after the effective date of the Rights Agreement. In any other case after the
Distribution Date, the Company may issue Rights when it issues Common Stock if
the Board of Directors deems it to be necessary or appropriate but shall be
under no obligation to do so.
Common Stock Certificates Representing Rights Prior to
Distribution Date. Prior to the Distribution Date, the Rights will be
attached to all Common Stock certificates representing shares then outstanding
and will be transferred with and only with such Common Stock certificates. No
separate Rights certificates will be distributed. Until the earlier of the
Distribution Date or the Expiration Date, the surrender for transfer of any
certificates for Common Stock outstanding will also constitute the transfer of
the Rights associated with the Common Stock represented by such certificate.
New Common Stock certificates issued after the Record Date will contain a
legend incorporating the Rights Agreement by reference.
Distribution Date. The Rights will separate from the Common Stock
and a Distribution Date will occur (the "Distribution Date") upon the earlier
of (i) ten (10) days following the first date of a public announcement that a
person or group of affiliated or associated persons has acquired beneficial
ownership of 15% or more of the outstanding shares of Common Stock (an
"Acquiring Person") or such earlier date as a majority of the directors shall
become aware of the existence of an Acquiring Person (the "Stock Acquisition
Date") and (ii) ten (10) Business Days after the commencement of a tender
offer or exchange offer that would result in a person or group becoming an
Acquiring Person; or such later date as the Board of Directors of the Company
may determine in its sole discretion. As soon as practicable after the
Distribution Date, Rights certificates will be mailed to holders of record of
the Common Stock as of the close of business on the Distribution Date and,
thereafter, the separate Rights certificates alone will represent the Rights.
The Rights are not exercisable until the Distribution Date and
will expire at the close of business on March 15, 2004, unless earlier
redeemed or exchanged by the Company as described below (the "Expiration
Date").
Triggering Events. In the event (a "Flip-In Event") that a person
becomes an Acquiring Person, each holder of a Right will thereafter have the
right to receive, upon exercise of such Right, a number of shares of Common
Stock (or, in certain circumstances, cash, property or other securities of the
Company) having a current market price (as defined in the Rights Agreement)
equal to two times the exercise price of the Right. Notwithstanding the
foregoing, following the occurrence of any Flip-In Event, all Rights that are,
or (under certain circumstances specified in the Rights Agreement) were,
beneficially owned by any Acquiring Person (or by certain related parties)
will be null and void in the circumstances set forth in the Rights Agreement.
However, Rights are not exercisable following the occurrence of any Flip-In
Event until such time as the Rights are no longer redeemable by the Company as
set forth below.
For example, at an exercise price of $22.50 per Right, each Right
not owned by an Acquiring Person (or by certain related parties) following an
event set forth in the preceding paragraph would entitle its holder to
purchase $45.00 worth of Common Stock (or other consideration, as noted
above), based on its then current market price, for $22.50.
In the event (a "Flip-Over Event") that, at any time on or after
the Stock Acquisition Date, (i) the Company is acquired in a merger or other
business combination transaction, (ii) fifty percent (50%) or more of the
Company's assets or earning power is sold or transferred or (iii) a
reclassification or recapitalization of the Company occurs that has the effect
of increasing by more than one percent (1%) the proportionate ownership of the
Company's stock by the Acquiring Person, each holder of a Right (except Rights
that previously have been voided as set forth above) shall thereafter have the
right to receive, upon exercise, a number of shares of common stock of the
acquiring company having a current market price equal to two times the
exercise price of the Right. Flip-In Events and Flip-Over Events are
collectively referred to as "Triggering Events."
The Purchase Price payable, and the number of Units of Series A
Preferred Stock or other securities or property issuable, upon exercise of the
Rights are subject to adjustment from time to time to prevent dilution (i) in
the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Series A Preferred Stock, (ii) if holders of the
Series A Preferred Stock are granted certain rights or warrants to subscribe
for Series A Preferred Stock or convertible securities at less than the
current market price of the Series A Preferred Stock or (iii) upon the
distribution to holders of the Series A Preferred Stock of evidences of
indebtedness or assets (excluding regular quarterly cash dividends) or of
subscription rights or warrants (other than those referred to above).
With certain exceptions, no adjustment in the Purchase Price will
be required until cumulative adjustments amount to at least one percent (1%)
of the Purchase Price. No fractional Units are required to be issued and, in
lieu thereof, an adjustment in cash may be made based on the market price of
the Series A Preferred Stock on the last trading date prior to the date of
exercise. Pursuant to the Rights Agreement, the Company reserves the right to
require prior to the occurrence of a Triggering Event that, upon any exercise
of Rights, a number of Rights be exercised so that only whole shares of Series
A Preferred Stock will be issued.
At any time after the occurrence of a Flip-In Event and prior to a
person's becoming the beneficial owner of 50% or more of the shares of Common
Stock then outstanding, the Company may exchange the Rights (other than Rights
owned by an Acquiring Person or an affiliate or an associate of an Acquiring
Person, which will have become void), in whole or in part, at an exchange
ratio of one share of Common Stock and/or other equity securities deemed to
have the same value as one share of Common Stock, per Right, subject to
adjustment.
Redemption of Rights. At any time until the earlier of March 15,
2004, and ten days following a Stock Acquisition Date, the Company may redeem
the Rights in whole, but not in part, at a price of $.01 per Right, payable at
the option of the Company, in cash, shares of Common Stock or such other
consideration as the Board of Directors may determine; provided, however, that
after any person has become an Acquiring Person, the Rights may only be
redeemed if (i) there are directors then in office that are not affiliates or
associates of any Acquiring Person and (ii) a majority of such directors
approve such redemption. Immediately upon the effectiveness of the action of
the Board of Directors ordering redemption of the Rights, the Rights will
terminate and the only right of the holders of Rights will be to receive the
$.01 redemption price.
Miscellaneous. Until a Right is exercised, the holder thereof, as
such, will have no rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends. Stockholders may,
depending upon the circumstances, recognize taxable income in the event that
the Rights become exercisable for Common Stock (or other consideration) of the
Company or for the common stock of the acquiring company as set forth above or
are exchanged as provided in the preceding paragraph.
The provisions of the Rights Agreement may be amended by the Board
of Directors of the Company prior to the Distribution Date. Thereafter, the
provisions of the Rights Agreement may be amended by the Board of Directors in
order to cure any ambiguity, defect or inconsistency, or to make changes that
do not materially adversely affect the interests of holders of Rights
(excluding the interests of any Acquiring Person). After any person has
become an Acquiring Person, the Rights Agreement may be amended only with the
approval of a majority of the Directors not affiliated with the Acquiring
Person.
The Rights have certain anti-takeover effects. The Rights will
cause substantial dilution to any person or group that attempts to acquire the
Company without the approval of the Company's Board of Directors. As a
result, the overall effect of the Rights may be to render more difficult or
discourage any attempt to acquire the Company even if such acquisition may be
favorable to the interests of the Company's stockholders. Because the
Company's Board of Directors can redeem the Rights or approve a Permitted
Offer, the Rights should not interfere with a merger or other business
combination approved by the Board of Directors of the Company.
Item 2. Exhibits.
1 Specimen of certificate representing the common stock, par value
$.01 per share of the Registrant (incorporated herein by reference
to Exhibit 4.1 of the Registration Statement on Form S-4, as
amended (File No. 33-60360) (the "Form S-4 Registration
Statement"), filed on October 7, 1993).
2.1 Amended and Restated Certificate of Incorporation of the
Registrant (incorporated herein by reference to Exhibit 3.1 of the
Form S-4 Registration Statement).
2.2 Certificate of Amendment of Certificate of Incorporation of the
Registrant, dated May 14, 1996 (filed herewith).
3 Second Amended and Restated By-Laws of the Registrant
(incorporated herein by reference to Current Report on Form 8-K
filed on March 19, 1996).
4 Amended and Restated Rights Agreement, dated as of March 15, 1996
between Unilab Corporation and Chemical Mellon Shareholder
Services as Rights Agent, which includes as Exhibit A the Form of
Certificate of Designations of Series A Junior Participating
Preferred Stock of Unilab Corporation setting forth the terms of
the Series A Preferred Stock, as Exhibit B the Form of Rights
Certificate and as Exhibit C the Summary of Rights to Purchase
Preferred Stock. Pursuant to the Rights Agreement, certificates
will not be mailed until after the Distribution Date (as defined
in the Rights Agreement)(incorporated herein by reference to
Exhibit 4.2 of the Company's Registration Statement on Form 8-A/A,
Amendment No. 1, (File No. 0-22758) dated March 18, 1996).
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, thereto duly
authorized.
Date: June 17, 1996 UNILAB CORPORATION
By: /s/ Mark L. Bibi
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Name: Mark L. Bibi
Title: Vice President,
Secretary and
General Counsel
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
UNILAB CORPORATION
(Pursuant to Section 242 of the General
Corporation Law of the State of Delaware)
Unilab Corporation, a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), hereby certifies as follows:
FIRST. Section 4 of the Certificate of Incorporation of the
Corporation is hereby amended by deleting the provision from Clause (a) of the
sub-section entitled "Conversion of Non-Voting Common Stock by Holder" of the
section entitled "Non-Voting Common Stock", such that Clause (a) reads in its
entirety as follows:
"(a) The holder of each share of Non-Voting Common Stock shall
have the right at any time, or from time to time, at such holder's option, to
convert such share into one fully paid and non-assessable share of Common
Stock, on and subject to the terms and conditions hereinafter set forth";
SECOND. The foregoing amendment has been duly adopted in
accordance with the provisions of Section 242 of the General Corporation Law of
the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this certificate to
be executed by Richard A. Michaelson, its Senior Vice President, and attested
by Mark L. Bibi, its Secretary, this 14th day of May,1996.
By: /s/ Richard A. Michaelson
Name: Richard A. Michaelson
Title: Senior Vice President
Attest:
By: /s/ Mark L. Bibi
Name: Mark L. Bibi
Title: Secretary
