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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Coram Healthcare Corporation
(Exact name of registrant as specified in its charter)
Delaware 33-0615337
(State of Incorporation) (IRS Employer
Identification No.)
Bank One Building
1125 17th Street, Suite 2100
Denver, Colorado 80202
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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<S> <C>
Preferred Share New York Stock Exchange
Purchase Rights
</TABLE>
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Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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Item 1. Description of Securities To Be Registered.
On June 25, 1997, the Board of Directors (the "Coram Board")
of Coram Healthcare Corporation (the "Company") declared a dividend of one
preferred share purchase right (a "Right") for each outstanding share of common
stock, par value $0.01 per share (the "Common Shares"), of the Company. The
dividend is payable immediately following the approval of the Rights for
listing on the New York Stock Exchange to the stockholders of record on July 9,
1997 (the "Record Date"). Each Right entitles the registered holder to purchase
from the Company units, each unit being one one- hundredth of a share, of
Series X Participating Preferred Stock, par value $0.001 per share (the
"Preferred Shares"), of the Company at a price of $10 per Right (the "Exercise
Price"), subject to adjustment. The description and terms of the Rights are set
forth in a Stockholder Rights Agreement (the "Rights Agreement"), dated as of
June 25, 1997, between the Company and BankBoston, N.A., as Rights Agent (the
"Rights Agent").
Until the earlier to occur of (i) 10 business days following a
public announcement that a person or group of affiliated or associated persons
have acquired beneficial ownership of 15% or more of the outstanding Common
Shares (any such person or group an "Acquiring Person") or (ii) 10 business
days following the commencement of, or announcement of an intention to make, a
tender offer or exchange offer the consummation of which would result in such
person or group becoming an Acquiring Person (the earlier of such dates being
the "Separation Time"), the Rights will be evidenced, with respect to Common
Share certificates outstanding as of the Record Date, by such Common Share
certificate with a copy of the summary of Rights attached thereto.
Notwithstanding the above, certain persons acquiring more than 15% but not more
than 25% of the Company's common stock with the express written approval of the
Coram Board shall not be deemed Acquiring Persons. In addition, any Person who
acquires shares of Common Stock or other securities of the Company resulting in
beneficial ownership of Common Stock directly from the Company in a transaction
expressly approved by the Coram Board (a "Direct Acquisition") will not, solely
as a result of such acquisition, become an Acquiring Person; however, the
shares or other securities acquired in such Direct Acquisition will be counted
with respect to determining whether the beneficial owner thereof is an
Acquiring Person following any subsequent acquisition or series of acquisitions
(other than one or more Direct Acquisitions) in the aggregate of beneficial
ownership of 2% or more of the outstanding shares of Common Stock.
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The Rights Agreement provides that, until the Separation Time
(or earlier redemption or expiration of the Rights), the Rights will be
transferred with and only with the Common Shares. Until the Separation Time (or
earlier redemption or expiration of the Rights), new Common Share certificates
issued after the Record Date upon transfer or a new issuance of Common Shares
will contain a notation incorporating the Rights Agreement by reference. Until
the Separation Time (or earlier redemption or expiration of the Rights), the
surrender for transfer of any certificates for Common Shares outstanding as of
the Record Date, even without such notation or a copy of the Summary of Rights
being attached thereto, will also constitute the transfer of the Rights
associated with the Common Shares represented by such certificate. As soon as
practicable following the Separation Time, separate certificates evidencing the
Rights ("Right Certificates") will be mailed to holders of record of the Common
Shares and such separate Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Separation Time. The
Rights will expire as of the close of business June 25, 1998 (the "Expiration
Time"), unless the Rights are earlier redeemed or exchanged by the Company, in
each case, as described below. Prior to the then-prevailing Expiration Time,
the Expiration Time may be extended by the Coram Board in one-year increments
up to June 25, 2007 unless the Rights are earlier redeemed or exchanged by the
Company.
Following the Separation Time, holders of Rights (other than
Rights beneficially owned by the Acquiring Person, which will be void following
the Separation Time) will be entitled to receive upon exercise and payment of
the Exercise Price that number of units (each unit being one one-hundredth of a
share) of Preferred Shares which equals the result obtained by dividing the
Exercise Price by 50% of the average market price per Common Share for the
twenty trading days immediately preceding the date of exercise.
The Exercise Price and number of Rights outstanding or, if
after the Separation Time, the number and type of securities purchasable upon
exercise of the Rights, shall be adjusted from time to time to prevent dilution
if the Company (i) declares or pays a dividend on the Common Shares payable in
Common Shares (or other capital stock), (ii) subdivides the outstanding Common
Shares or (iii) combines the outstanding Common Shares into a smaller number of
Common Shares. Further, the number and kind of units of Preferred Shares or
other securities issuable upon the exercise of the Rights shall be adjusted if
the Company (w) declares or pays a dividend on the Preferred Shares payable in
stock of the Company generally entitling the holder thereof to vote in the
election of directors or to vote together with the Common Stock in respect of
any merger, consolidation, sale of all
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or substantially all of the Company's assets or liquidation, dissolution or
winding up of the Company, (x) subdivides the outstanding Preferred Shares, (y)
combines the outstanding Preferred Shares into a small number of shares or (z)
issues voting stock in a reclassification of the Preferred Shares.
Preferred Shares purchasable upon exercise of the Rights will
not be redeemable. Each Preferred Share will entitle the holder thereof, when,
as and if declared by the Coram Board, to dividends equal to 100 times all
dividends declared on the Common Shares since the first issuance of any
Preferred Share or fraction of a Preferred Share. In the event of the
liquidation of the Company, the holders of the Preferred Shares will be
entitled to a minimum preferential liquidation payment of $100 per share plus
all accrued dividends and distributions. Following payment of such preference,
the holders of Common Shares shall be entitled to a payment per share equal to
one one-hundredth of the Preferred Share per share payment. Following payment
of this amount to the holders of the Common Shares, holders of Preferred Shares
and Common Shares will participate ratably in all additional liquidation
payments such that holders of Preferred Shares will receive per share 100 times
the amount paid on each Common Share. Each Preferred Share will have 100 votes,
voting together with the Common Shares. These rights are protected by customary
antidilution provisions.
Because of the nature of the Preferred Shares' dividend,
liquidation and voting rights, the value of each unit of a Preferred Share
(i.e., a one one-hundredth interest in a Preferred Share) purchasable upon
exercise of the Rights should approximate the value of one Common Share.
In the event that (i) the Company is acquired in a merger or
other business combination transaction in which the Company is not the survivor
or the Common Shares are exchanged for cash, stock or assets or (ii) 50% or
more of the Company's consolidated assets or earning power are sold, in either
case, after a person or group has become an Acquiring Person, proper provision
will be made so that each holder of a Right (other than the Acquiring Person,
whose Rights will be void) will thereafter have the right to receive, upon the
exercise thereof at the then-current Exercise Price of each Right, that number
of shares of common stock of the acquiring company which at the time of such
transaction will have a market value of two times the Exercise Price. Any
Preferred Share outstanding as of the date of such business combination or
other transaction described above shall entitle the holder thereof to 100 times
the consideration each Common Share receives in connection therewith.
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At any time after a person or group becomes an Acquiring
Person, and prior to the acquisition by the Acquiring Person of 50% or more of
the outstanding Common Shares, the Coram Board may exchange the Rights (other
than Rights which have become void), in whole or in part, for Common Shares at
an exchange ratio equal to the Exercise Price divided by the then market price
of a Common Share.
The Company may elect not to issue fractional Preferred Shares
(other than fractions which are integral multiples of one one-hundredth of a
Preferred Share, which may, at the election of the Company, be evidenced by
depositary receipts) and, in lieu thereof, an adjustment in cash will be made
based on the market price of the Preferred Shares on the last trading day prior
to the date of exercise.
At any time prior to the Separation Time, the Company may
redeem the Rights, in whole but not in part, at a price of $.01 per Right (the
"Redemption Price"). Immediately upon any redemption of the Rights, the right
to exercise the Rights will terminate and the only right of the holders of
Rights will be to receive the Redemption Price.
The terms of the Rights may be amended by the Coram Board
without the consent of the holders of the Rights prior to the Separation Time.
After the Separation Time, no such amendment may materially and adversely
affect the interests of the holders of the Rights.
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.
The Rights 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 Coram Board, except pursuant to an offer
conditioned on a substantial number of Rights being acquired. The Rights should
not materially interfere with any merger or other business combination approved
by the Coram Board since the Rights may be redeemed by the Company at the
Redemption Price prior to the time that a person or group becomes an Acquiring
Person.
The Rights Agreement, specifying the terms of the Rights and
including the form of the Certificate of Designation, Preferences and Rights
setting forth the terms of the Preferred Shares the Summary of Stockholder
Rights as exhibits thereto, and the form of press release announcing the
declaration of the Rights are attached hereto as exhibits and are incorporated
herein by reference. The foregoing description of the Rights is qualified in
its entirety by reference to such exhibits.
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Item 2. Exhibits.
*1. Stockholder Rights Agreement, dated as of June 25, 1997,
between Coram Healthcare Corporation and BankBoston, N.A.,
which includes the form of Certificate of Designation,
Preferences and Rights setting forth the terms of the Series X
Participating Preferred Stock, par value $0.001 per share, as
Exhibit A, the Summary of Stockholder Rights Agreement as
Exhibit B and the form of Right Certificate as Exhibit C.
Pursuant to the Stockholder Rights Agreement, printed Right
Certificates will not be mailed until as soon as practicable
after the earlier of the tenth business day after public
announcement that a person or group has become an Acquiring
Person or the tenth business day after a person commences, or
announces its intention to commence, a tender offer or
exchange offer the consummation of which would result in such
person becoming an Acquiring Person.
*2. Form of press release dated June 26, 1997.
* Previously filed as an exhibit to the Registrant's report on Form
8-K dated June 25, 1997 and filed with the Commission on June 27,
1997.
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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, thereunto duly
authorized.
Coram Healthcare Corporation
By
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Richard M. Smith,
Chief Financial Officer
Dated: July 1, 1997
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EXHIBIT LIST
EXHIBIT
NUMBER DESCRIPTION
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*1. Stockholder Rights Agreement, dated as of June 25, 1997, between
Coram Healthcare Corporation and BankBoston, N.A., which includes
the form of Certificate of Designation, Preferences and Rights
setting forth the terms of the Series X Participating Preferred
Stock, par value $0.001 per share, as Exhibit A, the Summary of
Stockholder Rights Agreement as Exhibit B and the form of Right
Certificate as Exhibit C. Pursuant to the Stockholder Rights
Agreement, printed Right Certificates will not be mailed until as
soon as practicable after the earlier of the tenth business day
after public announcement that a person or group has become an
Acquiring Person or the tenth business day after a person
commences, or announces its intention to commence, a tender offer
or exchange offer the consummation of which would result in such
person becoming an Acquiring Person.
*2. Form of press release dated June 26, 1997.
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* Previously filed as an exhibit to the Registrant's report on Form 8-K dated
June 25, 1997 and filed with the Commission on June 27, 1997.
