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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
Physician Reliance Network, Inc.
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(Exact name of registrant as specified in its charter)
Texas 75-2495107
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(State of incorporation or organization) (I.R.S. employer
identification no.)
Two Lincoln Centre, Suite 900
5420 LBJ Freeway
Dallas, Texas 75240
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(Address of principal executive offices) (zip code)
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If this Form relates to the registration of If this Form relates to the registration of
a class of debt securities and is effective a class of debt securities and is to
upon filing pursuant to General become effective simultaneously with the
Instruction A(c)(1) please check the effectiveness of a concurrent registration
following box. [ ] statement under the Securities Act of
1933 pursuant to General Instruction
A(c)(2) please check the following box.
[ ]
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class to Name of Each Exchange on Which
be so Registered Each Class is to be Registered
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None None
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Securities to be registered pursuant to Section 12(g) of the Act:
Rights to Purchase Series One Junior Preferred Stock
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
On June 2, 1997, the Board of Directors of Physician Reliance Network,
Inc. (the "Company") declared a dividend of one stock purchase right (a "Right")
per share of the Company's Common Stock, no par value per share (the "Common
Stock"), outstanding on June 16, 1997 (the "Record Date"). A Right will also
accompany each share of the Common Stock issued following the Record Date. Each
Right, when it first becomes exercisable, entitles the holder to purchase from
the Company one-hundredth of one share of Series One Junior Preferred Stock, no
par value per share (the "Series One Junior Preferred Stock"), at an initial
exercise price of $60.00 per one-hundredth of one share (the "Exercise Price"),
subject to adjustment. The terms and conditions of the Rights are set forth in a
Rights Agreement, dated as of June 2, 1997 (the "Rights Agreement"), between the
Company and Harris Trust and Savings Bank, as Rights Agent (the "Rights Agent").
Initially, the Rights will not be exercisable or transferable apart
from the shares of the Common Stock with respect to which they are distributed,
and will be evidenced only by the certificates representing shares of Common
Stock. The Rights will become exercisable and transferable apart from the Common
Stock on a date (the "Exercisability Date") that is the earlier of (a) the close
of business on the tenth business day after the Stock Acquisition Date, defined
as the first date of a public announcement that a person or group of affiliated
or associated persons has become an Acquiring Person (as defined below); or (b)
the close of business on such date as a majority of the Company's Board of
Directors shall determine, which date may occur only following the commencement
of a tender or exchange offer that, if consummated, would result in a person or
group becoming an Acquiring Person. The Rights will be exercisable from the
Exercisability Date until the Expiration Date (which is the earlier of (x) June
2, 2007 (the "Final Expiration Date") or (y) the date the Rights are redeemed by
the Company (the "Redemption Date")), at which time they will expire.
With the exception of Texas Oncology, P.A., Dr. Merrick H. Reese, the
Company's Chairman and Chief Executive Officer, certain other affiliates of the
Company, and persons acquiring shares of Common Stock directly from the Company,
a person or group becomes an Acquiring Person when such person or group acquires
or obtains the right to acquire beneficial ownership of 18% or more of the then
outstanding shares of the Common Stock, or 10% or more of such shares if the
Company's Board of Directors, after reasonable inquiry and investigation,
declares the acquiring person an Adverse Person under guidelines set forth in
the Rights Agreement. The Board of Directors may declare any person to be an
Adverse Person after it determines that (i) such person, alone or together with
its affiliates and associates, has become the beneficial owner of 10% or more of
the Common Stock then outstanding and (ii) after reasonable inquiry and
investigation, such person's ownership in the Company is intended to, is
reasonably likely to, or will either (x) cause the Company to take action that
would provide such person with short-term gain to the detriment of the
long-term interests of the Company and its shareholders, or (y) have a
material, adverse impact on the business or prospects of the Company.
As soon as practicable after the Exercisability Date, separate
certificates evidencing the Rights ("Rights Certificates") will be mailed to
each record holder of shares of the Common Stock as of the close of business on
the Exercisability Date.
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Upon the occurrence of an Exercisability Date (a "Flip-In Event"), each
holder of a Right will thereafter have the right (the "Flip-In Right") to
receive, upon exercise, the number of shares of Common Stock (or, in certain
circumstances, at the discretion of the Company's Board of Directors, cash,
property, other securities of the Company or other consideration) having a
market value immediately prior to the Flip-In Event equal to two times the then
current Exercise Price of the Right; provided, however, that any Right that is
(or, in certain circumstances specified in the Rights Agreement, was)
beneficially owned by an Acquiring Person (or any of its affiliates or
associates) will become null and void upon the occurrence of the Flip-In Event.
Cash will be paid in lieu of issuing fractional shares of Common Stock pursuant
to an exercise of the Rights.
If, at any time following a Stock Acquisition Date, either (i) the
Company is acquired in a merger or other business combination transaction, or
(ii) the Company sells or otherwise transfers more than 50% of its aggregate
assets, cash flow, or earning power, each holder of a Right (except Rights
previously voided as described above) will thereafter have the right (the
"Flip-Over Right") to receive, upon exercise, shares of common stock of the
Acquiring Person having a value equal to two times the then current Exercise
Price of the Right.
At any time prior to the earlier of (i) the close of business on the
tenth business day following the Stock Acquisition Date, or (b) the close of
business on the Final Expiration Date, and in certain other circumstances, the
Company's Board of Directors may redeem the Rights, in whole but not in part, at
a Redemption Price of $.001 per Right.
At any time after any person becomes an Acquiring Person, the Board of
Directors may exchange the Rights (other than Rights owned by such Acquiring
Person which have become void), in whole or in part, at an exchange ratio of one
share of Common Stock per Right. Notwithstanding the foregoing, the Board of
Directors shall not be empowered to effect such exchange at any time after such
Acquiring Person becomes the beneficial owner of 50% or more of the shares of
Common Stock then outstanding.
At any time prior to the Exercisability Date, the Board of Directors
may amend any provision of the Rights Agreement in any manner. Thereafter, the
Board may amend the Rights Agreement in certain limited respects, including
generally (a) to shorten or lengthen any time period under the Rights Agreement
or (b) in any manner that the Company's Board of Directors deems necessary or
desirable, so long as such amendment is consistent with and for the purpose of
fulfilling the objectives of the Board in originally adopting the Rights Plan.
Certain amendments (including changes to the Redemption Price, Exercise Price,
Expiration Date, or number of shares for which a Right is exercisable), whether
prior to the Exercisability Date or thereafter, are permitted only upon approval
by a majority of the Board of Directors.
Each one-hundredth of one share of Series One Junior Preferred Stock,
if issued, will have one vote per hundredth of one share and will vote on all
matters submitted to a vote of the Company's shareholders, except as otherwise
required by law. Subject to prior dividend rights and sinking fund or redemption
or purchase rights which may be applicable to any other series of preferred
stock, the holders of the Series One Junior Preferred Stock will be entitled to
share ratably in such dividends, if any, as may be declared from time to time by
the Company's Board of Directors in its discretion out of funds legally
available therefor on a one hundred-to-one basis with respect to the Common
Stock. The holders of each one-hundredth of one share
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of Series One Junior Preferred Stock are entitled to share in any assets
remaining after satisfaction of all prior claims upon liquidation of the
Company, including prior claims of any other series of preferred stock, ratably
with the holders of each share of the Common Stock. Holders of the Series One
Junior Preferred Stock will have no preemptive or other subscription rights, and
the Series One Junior Preferred Stock is not subject to redemption.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
without conditioning the offer on a substantial number of Rights being acquired.
The Rights should not interfere with any merger or other business combination
approved by the Board of Directors of the Company because the Board of Directors
may, at its option, at any time prior to the close of business on the tenth
business day after the Stock Acquisition Date, redeem all but not less than all
of the then outstanding Rights at the Redemption Price.
This summary description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights Agreement, which is
incorporated herein by reference.
Item 2. Exhibits.
1. Rights Agreement, dated as of June 2, 1997, between Physician
Reliance Network, Inc. and Harris Trust and Savings Bank, as
Rights Agent, which includes as exhibits, the form of Rights
Certificate and the Summary of Rights Agreement (incorporated
by reference to the Company's Current Report on Form 8-K,
dated June 5, 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, thereto duly authorized.
PHYSICIAN RELIANCE NETWORK, INC.
Date: June 3, 1997 By: /s/ George P. McGinn, Jr.
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George P. McGinn, Jr.
Executive Vice President, General Counsel, and
Secretary
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EXHIBIT INDEX
Exhibit
Number Description
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1 Rights Agreement, dated as of June 2, 1997,
between Physician Reliance Network, Inc. and
Harris Trust and Savings Bank, as Rights
Agent, which includes as exhibits, the form of
Right Certificate and the Summary of Rights
Agreement (incorporated by reference to the
Company's Current Report on Form 8-K,
dated June 5, 1997).
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