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
OWEN HEALTHCARE, INC.
(Exact name of registrant as specified in its charter)
TEXAS 75-1329577
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
9800 CENTRE PARKWAY, SUITE 1100
HOUSTON, TEXAS 77036-8279
(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 so registered
COMMON STOCK, NO PAR VALUE NEW YORK STOCK EXCHANGE
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 to
become effective simultaneously with the effectiveness of a 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(g) of the Act:
NONE
(Title of class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The class of securities to be registered hereby is the Common Stock, no
par value (the "Common Stock"), of Owen Healthcare, Inc., a Texas corporation
(the "Company"). The Common Stock is currently quoted on the National Market
System of The Nasdaq Stock Market and is registered under Section 12(g) of the
Securities Exchange Act of 1934, as amended.
The authorized capital stock of the Company consists of 1,000,000
shares of Preferred Stock, par value $.01 per share ("Preferred Stock") and
40,000,000 shares of Common Stock, no par value.
COMMON STOCK
Each share of Common Stock has an equal and ratable right to receive
dividends, as and when declared by the Company's Board of Directors, out of any
funds legally available for the payment thereof. In the event of liquidation,
dissolution or winding up of the Company, subject to the rights of any
outstanding Preferred Stock, the holders of Common Stock are entitled to share
equally and ratably in the assets available for distribution after payment of
all liabilities.
Each share of Common Stock is entitled to one vote on all matters
submitted to a vote of the stockholders. Holders of Common Stock are not
entitled to cumulative voting, conversion or preemptive rights. All outstanding
shares of Common Stock are fully paid and nonassessable.
PREFERRED STOCK
The Company's Restated Articles of Incorporation authorize the Board of
Directors, without the necessity of further action or authorization by the
stockholders (unless required in a specific case by applicable law or
regulations or stock exchange rules), to authorize the issuance of the Preferred
Stock from time to time in one or more series and to determine all pertinent
features of each such series of Preferred Stock, including but not limited to
variations in the designations, preferences, and relative, participating,
optional or other special rights (including, without limitation, rights of
conversion into Common Stock or other securities, redemption provisions or
sinking fund provisions) as between series and as between the Preferred Stock or
any series thereof and the Common Stock, and the qualifications, limitations or
restrictions of such rights, and any voting powers of such Preferred Stock.
Holders of Common Stock have no preemptive rights to purchase or
otherwise acquire any Preferred Stock that may be issued in the future. Each
series of Preferred Stock, could, as determined by the Board of Directors at the
time of issuance, rank, with respect to dividends, redemption and liquidation
rights, senior to the Common Stock.
It is not possible to state the actual effect of the authorization of
the Preferred Stock upon the rights of holders of the Common Stock until the
Board of Directors determines the respective rights of the holders of one or
more series of the Preferred Stock. Such effects, however, might include: (a)
restrictions on dividends on Common Stock if dividends on the Preferred Stock
are in arrears; (b) dilution of the voting power of the Common Stock to the
extent that a series of the Preferred Stock would have voting rights; (c) the
holders of Common Stock not being entitled to share in the Company's assets upon
dissolution until satisfaction of any liquidation preference granted to the
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Preferred Stock; and (d) potential dilution of the equity of holders of Common
Stock to the extent that a series of the Preferred Stock might be convertible
into Common Stock. In addition, the issuance of Preferred stock may serve to
discourage or make more difficult an attempt to obtain control of the Company by
way of a merger, tender offer, proxy contest or other means.
ANTI-TAKEOVER PROVISIONS
CERTAIN BUSINESS COMBINATIONS. The Company's Restated Articles of
Incorporation require the approval by the holders of 75% of the voting power of
the outstanding capital stock of the Company entitled to vote generally in the
election of directors ("Voting Stock") as a condition to mergers and certain
other business transactions involving the Company and an Interested Stockholder
(as defined) unless the transaction is approved by a majority of the members of
the Board who are Disinterested Directors (as defined).
This provision may have the effect of discouraging takeover attempts of
the Company which are not supported by management or encouraging any potential
acquirors to negotiate with management in order to obtain its cooperation and
approval. In addition, by requiring a 75% vote in certain cases, this provision
may allow holders of a minority of the shares of Voting Stock a veto power over
certain business transactions which other stockholders might believe to be
desirable and in their best interests.
An "Interested Stockholder" is defined generally as anyone who is the
beneficial owner of more than 10% of the Voting Stock and includes any person
who is an assignee of or has succeeded to any shares of Voting Stock in a
transaction not involving a public offering that were at any time within the
prior two-year period beneficially owned by an Interested Stockholder. The term
"beneficial owner" includes persons directly and indirectly owning or having the
right to acquire or vote the stock.
A "Business Transaction" generally includes the following transactions:
(a) a merger or consolidation of the Company or any subsidiary with an
Interested Stockholder or with any corporation or entity which is, or after such
merger or consolidation would be, an affiliate of an Interested Stockholder; (b)
the sale or other disposition by the Company or a subsidiary of assets of $20
million or more if an Interested Stockholder (or an affiliate thereof) is a
party to the transaction; (c) the issuance of stock or other securities of the
Company or a subsidiary to an Interested Stockholder (or an affiliate thereof)
in exchange for cash or property with a fair market value of $20 million or
more; (d) the adoption of any plan or proposal for the liquidation or
dissolution of the Company proposed by or on behalf of any Interested
Stockholder (or an affiliate thereof); or (e) any reclassification of
securities, recapitalization, merger with a subsidiary or any other transaction
which has the effect, directly or indirectly, of increasing the proportionate
share of any class of the outstanding stock (or securities convertible into
stock) of the Company or a subsidiary owned by an Interested Stockholder.
A "Disinterested Director" is any member of the Board who (i) is not
affiliated with an Interested Stockholder and (ii) was a director prior to
September 1, 1992, or was a newly-elected or appointed director who was
recommended by a majority of the Disinterested Directors then on the Board.
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The Restated Articles of Incorporation also provide that a vote of the
holders of 75% or more of the voting power of the Voting Stock of the Company is
required in order to amend, alter or repeal, or adopt any provisions
inconsistent with, the above provisions.
STOCKHOLDER NOTICE PROCEDURE. The Company's Bylaws establish an advance
notice procedure for the nomination, other than by or at the direction of the
Board of Directors or a committee thereof, of candidates for election as
directors as well as for stockholder proposals to be considered at meetings of
stockholders (the "Stockholder Notice Procedure"). Notice of stockholder
proposals and director nominations must be given timely in writing to the
Secretary of the Company prior to the meeting at which such matters are to be
acted upon or directors are to be elected. Under the Stockholder Notice
Procedure, for notice of stockholder proposals or director nominations to be
timely, such notice must be received by the Secretary of the Company at the
Company's principal executive offices, with respect to stockholder proposals and
elections to be held at the annual meeting, not later than the close of business
on the 70th day prior to the anniversary of the immediately preceding annual
meeting (or, if the date of the annual meeting is advanced by more than 20 days,
not later than the close of business on the 10th day after the first public
announcement of the date of such meeting), and with respect to an election to be
held at a special meeting, not later than the close of business on the 10th day
following the first public announcement of the date of the special meeting.
Notwithstanding the foregoing, in the event that the number of directors to be
elected is increased and there is no public announcement naming all of the
nominees for director or specifying the size of the increased Board made by the
Company at least 80 days prior to the anniversary of the preceding year's annual
meeting, a stockholder's notice will be timely, but only with respect to
nominees for any new positions created by such increase, if it is received by
the Company not later than the close of business on the 10th day after such
public announcement is first made by the Company.
The Stockholder Notice Procedure may have the effect of precluding a
contest for the election of directors or the consideration of stockholder
proposals if the proper procedures are not followed, and of discouraging or
deterring a third party from conducting a solicitation of proxies to elect its
own slate of directors or to approve its own proposal, without regard to whether
consideration of such nominees or proposals might be harmful or beneficial to
the Company and its stockholders.
CLASSIFIED BOARD; REMOVAL OF DIRECTORS. Under the Company's Bylaws, the
Board of Directors is classified into three classes, with the directors being
elected for staggered, three-year terms. The Company's Bylaws also provide that
any director or the entire Board of Directors may be removed from office at any
time, with or without cause, only upon the affirmative vote of the holders of at
least two-thirds of the issued and outstanding capital stock of the Company
entitled to vote generally with respect to the election of directors, voting at
a meeting of the shareholders called expressly for that purpose in accordance
with the Bylaws. The classification of the Company's Board of Directors and the
bylaw concerning director removal have the effect of making it more difficult to
change the composition of the Board of Directors.
ITEM 2. EXHIBITS. The following exhibits have been filed by the Company with The
New York Stock Exchange, Inc.:
1. Annual Report on Form 10-K for the fiscal year ended November 30,
1995.
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2. Quarterly Report on Form 10-Q for the fiscal quarter ended February
29, 1996.
3. Definitive Proxy Statement relating to the Company's 1996 Annual
Meeting of Shareholders held April 9, 1996.
4. (a) Restated Articles of Incorporation, as amended.
(b) Bylaws, as amended.
5. Specimen Common Stock certificate.
6. 1995 Annual Report to Shareholders.
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: May 13, 1996 OWEN HEALTHCARE, INC.
By: /S/STEPHEN A. DRURY
Stephen A. Drury
Executive Vice President
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