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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
MEDIRISK, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 58-2256400
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(State of Incorporation (IRS Employer Identification No.)
or Organization)
Two Piedmont Center, Suite 400
3565 Piedmont Road, N.E.
Atlanta, Georgia 30305
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration If this form relates to the
of a class of debt securities and is registration of a class of debt
effective upon filing pursuant to securities and is to become effective
General Instruction A(c)(1) please check simultaneously with the effectiveness
the following box. [ ] 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(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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None
Securities to be registered pursuant to Section 12(g) of the Act:
Series A Junior Participating Preferred Stock Purchase Rights
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(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Effective July 29, 1998, the Board of Directors of Medirisk, Inc. (the
"Company") declared a distribution of one right (a "Right") for each
outstanding share of Common Stock, par value $0.001 per share (the "Common
Stock"), to stockholders of record at the close of business on August 14, 1997
and for each share of Common Stock issued (including shares distributed from
treasury) by the Company thereafter and prior to the Separation Time. Each
Right entitles the registered holder to purchase from the Company one
one-hundredth (1/100th) of a share (a "Unit") of Series A Junior Participating
Preferred Stock, par value $0.001 per share (the "Preferred Stock"), at a
purchase price of $40.00 per Unit (the "Exercise Price"), subject to
adjustment. The description and terms of the Rights are set forth in a
Shareholder Protection Rights Agreement between the Company and SunTrust Bank,
Atlanta, as Rights Agent, dated as of July 29, 1998 (the "Rights Agreement").
Initially, the Rights will attach to all certificates representing
shares of outstanding Common Stock, and no separate certificates representing
the Rights will be distributed. The Rights will separate from the Common Stock
and the Separation Time will occur upon the earlier of (i) ten business days
(unless otherwise accelerated or delayed by the Board) following public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") has acquired, obtained the right to acquire, or otherwise
obtained beneficial ownership of 15% or more of the then outstanding shares of
Common Stock, or (ii) ten business days (unless otherwise delayed by the Board)
following the commencement of a tender offer or exchange offer that would
result in the person or group beneficially owning 15% or more of the then
outstanding shares of Common Stock. An Acquiring Person does not include (a)
any person who is a beneficial owner of 15% or more of the Common Stock on July
29, 1998 (the date of adoption of the Rights Agreement), unless such person or
group shall thereafter acquire beneficial ownership of additional Common Stock,
(b) a person who acquires beneficial ownership of 15% or more of the Common
Stock without any intention to affect control of the Company and who thereafter
promptly divests sufficient shares so that such person ceases to be the
beneficial owner of 15% or more of the Common Stock, or (c) a person who is or
becomes a beneficial owner of 15% or more of the Common Stock as a result of an
option granted by the Company in connection with an agreement to acquire or
merge with the Company prior to a Flip-In Date.
Until the Separation Time, (i) the Rights will be evidenced by Common
Stock certificates and will be transferred with and only with such Common Stock
certificates, (ii) new Common Stock certificates issued after August 20, 1998
(including shares distributed from Treasury) will contain a legend
incorporating the Rights Agreement by reference and (iii) the surrender for
transfer of any certificates representing outstanding Common Stock will also
constitute the transfer of the Rights associated with the Common Stock
represented by such certificate.
The Rights are not exercisable until the Separation Time and will
expire at the close of business on the tenth anniversary of the Rights
Agreement unless earlier terminated by the Company as described below.
As soon as practicable after the Separation Time, certificates
representing the Rights (the "Rights Certificates") will be mailed to holders
of record of Common Stock as of the close of business on the date when the
Separation Time occurs and, thereafter, the separate Rights Certificates alone
will represent the Rights.
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If a Flip-In Date occurs (i.e., the close of business ten business
days following announcement by the Company that a person has become an
Acquiring Person), and if the Company has not terminated the Rights as
described below, then the Rights entitle the holders thereof to acquire shares
of Common Stock (rather than Preferred Stock) having a value equal to twice the
Right's exercise price. Instead of issuing shares of Common Stock upon exercise
of a Right following a Flip-In Date, the Company may substitute a combination
of cash, property, a reduction in the exercise price of the Rights, Preferred
Stock or other securities with a value equal to the Common Stock (or any
combination of the above) which would otherwise be issuable. In addition, at
the option of the Board of Directors prior to the time that any person becomes
the beneficial owner of more than 50% of the Common Stock, and rather than
payment of the cash purchase price, each Right may be exchanged for one share
of Common Stock if a Flip-In Date occurs. Notwithstanding any of the foregoing,
all Rights that are, or (under certain circumstances set forth in the Rights
Agreement) were, beneficially owned by any person on or after the date such
person becomes an Acquiring Person will be null and void.
Following the Flip-In Date, if the Company is acquired in a merger or
consolidation where the Company does not survive or the Common Stock is changed
or exchanged, or 50% or more of the Company's assets or assets generating 50%
or more of the Company's operating income or cash flow is transferred in one or
more transactions to persons who at that time control the Company, then the
Rights entitle the holders thereof to acquire for the exercise price shares of
the acquiring party having a value equal to twice the Right's exercise price.
The exercise price payable and the number of Rights outstanding are
subject to adjustment from time to time to prevent dilution in the event of a
stock dividend, stock split or reverse stock split, or other recapitalization
which would change the number of shares of Common Stock outstanding.
At any time until the close of business on the Flip-In Date, the Board
of Directors may terminate the Rights without any payment to the holders
thereof. The Board of Directors may condition termination of the Rights upon
the occurrence of a specified future time or event.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the
right to vote or to receive dividends. While the distribution of the Rights
will not be taxable to shareholders or to the Company, shareholders may,
depending upon the circumstances, recognize taxable income in the event that
the Rights become exercisable.
Any provisions of the Rights Agreement may be amended at any time
prior to the close of business on the Flip-In Date without the approval of
holders of the Rights, and thereafter, the Rights Agreement may be amended
without approval of the Rights holders in any way which does not materially
adversely affect the interests of the Rights holders.
A total of 200,000 shares of Preferred Stock will be reserved for
issuance upon exercise of the Rights.
Each Unit of Preferred Stock will receive dividends at a rate per Unit
equal to any dividends (except dividends payable in Common Stock) paid with
respect to a share of Common Stock and, on a quarterly basis, an amount per
whole share of Preferred Stock equal to the excess of $1.00 over the aggregate
dividends per whole share of Preferred Stock during the immediately preceding
three-month period.
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In the event of liquidation, the holder of each fractional share of
Preferred Stock will receive a preferred liquidation payment equal to the
greater of $1.00 per whole share or the per share amount paid in respect of a
share of Common Stock.
Each Unit of Preferred Stock will have one vote, voting together with
the Common Stock.
In the event of any merger, consolidation, statutory share exchange or
other transaction in which shares of Common Stock are exchanged, each Unit of
Preferred Stock will be entitled to receive the per share amount paid in
respect of each share of Common Stock.
The rights of holders of the Preferred Stock to dividends, liquidation
and voting, and in the event of mergers, statutory share exchanges and
consolidations, are protected by customary antidilution provisions.
Because of the nature of the Preferred Stock's dividend, liquidation
and voting rights, the economic value of one Unit of Preferred Stock that may
be acquired upon the exercise of each Right should approximate the economic
value of one share of Common Stock.
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 of Directors of the Company (with,
where required by the Rights Agreement, the concurrence of a majority of the
continuing directors) unless the offer is conditioned on a substantial number
of Rights being acquired. However, the Rights should not interfere with any
merger, statutory share exchange or other business combination approved by a
majority of the directors since the Rights may be terminated by the Board of
Directors at any time on or prior to the close of business ten business days
after the 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 of Directors. However, the effect of the Rights may
be to discourage a third party from making a partial tender offer or otherwise
attempting to obtain a substantial equity position in the equity securities of,
or seeking to obtain control of, the Company. To the extent any potential
acquirors are deterred by the Rights, the Rights may have the effect of
preserving incumbent management in office.
A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an exhibit to the Company's Current Report on Form 8-K
dated August , 1998 and is incorporated herein by reference. The foregoing
summary description of the Rights does not purport to be complete and is
qualified in its entirety by reference to such exhibit.
ITEM 2. EXHIBITS.
1. Shareholder Protection Rights Agreement, dated as of July 29, 1998,
between Medirisk, Inc. and SunTrust Bank, Atlanta (which includes as Exhibit A
thereto the Form of Rights Certificate), incorporated herein by reference to
Exhibit 99.1 of Medirisk, Inc.'s Form 8-K dated August 4, 1998.
2. Press release dated July 29, 1998, incorporated herein by reference
to Exhibit 99.2 of Medirisk, Inc.'s Form 8-K dated August 4, 1998.
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SIGNATURES
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.
MEDIRISK, INC.
Date: August 4, 1998 By: /s/Kenneth M. Goins, Jr.
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Kenneth M. Goins, Jr.
Executive Vice President and Chief
Financial Officer
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