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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
PARACELSUS HEALTHCARE CORPORATION
(Exact name of registrant as specified in its charter)
California 95-3565943
(State of incorporation or organization) (IRS Employer
Identification No.)
515 W. Greens Road, Suite 800,
Houston, Texas 77067
(Address of principal executive offices) (Zip Code)
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
Stock Purchase Rights New York Stock Exchange, Inc.
Securities to be registered pursuant to Section 12(g) of the
Act:
None
(Title of Class)
Exhibit Index is on Page 9
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Item 1. Description of Registrant's Securities to be
Registered.
On August 14, 1996, the Board of Directors of Paracelsus
Healthcare Corporation, a California corporation (the "Company"),
declared a dividend payable August 16, 1996 of one right (a "Right")
for each outstanding share of common stock, no stated value per share
("Common Stock"), of the Company held of record at the close of
business on August 15, 1996 (the "Record Time"), or issued thereafter
and prior to the Separation Time (as hereinafter defined) and
thereafter pursuant to options and convertible securities outstanding
at the Separation Time. The Rights will be issued pursuant to a
Shareholder Protection Rights Agreement, dated as of August 16, 1996
(the "Rights Agreement"), between the Company and ChaseMellon
Shareholder Services L.L.C., as Rights Agent (the "Rights Agent").
Each Right entitles its registered holder to purchase from the Company,
after the Separation Time, one one-hundredth of a share of
Participating Preferred Stock, par value $.01 per share ("Participating
Preferred Stock"), for $42.50 (the "Exercise Price"), subject to
adjustment.
The Rights will be evidenced by the Common Stock
certificates until the close of business on the earlier of (either, the
"Separation Time") (i) the tenth business day (or such later date as
the qualified directors of the Board of Directors of the Company may
from time to time fix by resolution adopted prior to the Separation
Time that would otherwise have occurred) after the date on which any
Person (as defined in the Rights Agreement) commences a tender or
exchange offer which, if consummated, would result in such Person's
becoming an Acquiring Person, as defined below, and (ii) the tenth day
after the first date (the "Flip-in Date") (or such earlier or later
date as the qualified directors of the Board of Directors of the
Company may from time to time fix by resolution adopted prior to the
Flip-in Date that would otherwise have occurred) of public announcement
by the Company or any Person that such Person has become an Acquiring
Person, other than as a result of a Flip-over Transaction or Event (as
defined below); provided that if the foregoing results in the
Separation Time being prior to the Record Time, the Separation Time
shall be the Record Time; and provided further that if a tender or
exchange offer referred to in clause (i) is cancelled, terminated or
otherwise withdrawn prior to the Separation Time without the purchase
of any shares of stock pursuant thereto, such offer shall be deemed
never to have been made. An Acquiring Person is any Person having
Beneficial Ownership (as defined in the Rights Agreement) of 25% or
more of the Total Voting Power (as defined in the Rights Agreement) of
the Company,
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which term shall not include (i) the Company, any wholly-owned
subsidiary of the Company or any employee stock ownership or other
employee benefit plan of the Company, (ii) any Person who is the
Beneficial Owner of 25% or more of the Total Voting Power of the
Company as of the date of the Rights Agreement or who shall become the
Beneficial Owner of 25% or more of the Total Voting Power of the
Company solely as a result of an acquisition of Voting Securities (as
defined in the Rights Agreement) by the Company, until such time as
such Person acquires any Voting Securities of the Company, other than
through a dividend or stock split or in accordance with the Shareholder
Agreement dated August 16, 1996 between the Company and Park Hospital
GmbH (the "Shareholder Agreement"), and is thereafter the Beneficial
Owner of 25% or more of the Total Voting Power of the Company,
(iii) any Person who becomes an Acquiring Person without any plan or
intent to seek or affect control of the Company if such Person, upon
notice by the Company, promptly divests sufficient securities such that
such 25% or greater Beneficial Ownership ceases, (iv) any Person who
Beneficially Owns Voting Securities consisting solely of (A) shares
acquired pursuant to the grant or exercise of an option granted by the
Company in connection with an agreement to merge with, or acquire, the
Company at a time at which there is no Acquiring Person, (B) shares
owned by such Person and its Affiliates and Associates at the time of
such grant and (C) shares, amounting to less than 1% of the Total
Voting Power of the Company, acquired by Affiliates and Associates of
such Person after the time of such grant or (v) any Person who becomes
the Beneficial Owner of any Voting Securities of the Company solely as
a result of an acquisition of Voting Securities pursuant to the
Shareholder Agreement, for so long as such Person remains bound by and
a party to the Shareholder Agreement, until such time as such Person
becomes the Beneficial Owner (other than by means of a stock dividend,
stock split or an acquisition in accordance with the Shareholder
Agreement) of any Voting Securities of the Company and such Person
thereafter is the Beneficial Owner of 25% or more of the Total Voting
Power of the Company. The Rights Agreement provides that, until the
Separation Time, the Rights will be transferred with and only with the
Common Stock. Common Stock certificates issued after the Record Time
but prior to the Separation Time shall evidence one Right for each
share of Common Stock represented thereby and shall contain a legend
incorporating by reference the terms of the Rights Agreement (as such
may be amended from time to time). Notwithstanding the absence of the
aforementioned legend, certificates evidencing shares of Common Stock
outstanding at the Record Time shall also evidence one Right for each
share of Common Stock evidenced thereby. Promptly following the
Separation Time, separate
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certificates evidencing the Rights ("Rights Certificates") will be
mailed to holders of record of Common Stock at the Separation Time.
The Rights will not be exercisable until the Business Day
(as defined in the Rights Agreement) following the Separation Time.
The Rights will expire on the earliest of (i) the Exchange Time (as
defined below), (ii) the close of business on August 16, 2006,
(iii) the date on which the Rights are redeemed as described below and
(iv) upon the merger of the Company into another corporation pursuant
to an agreement entered into when there is no Acquiring Person (in any
such case, the "Expiration Time").
The Exercise Price and the number of Rights outstanding, or
in certain circumstances the securities purchasable upon exercise of
the Rights, are subject to adjustment from time to time to prevent
dilution in the event of a Common Stock dividend on, or a subdivision
or a combination into a smaller number of shares of, Common Stock, or
the issuance or distribution of any securities or assets in respect of,
in lieu of or in exchange for Common Stock.
In the event that prior to the Expiration Time a Flip-in
Date occurs, the Company shall take such action as shall be necessary
to ensure and provide, to the extent permitted by applicable law, that
each Right (other than Rights Beneficially Owned by the Acquiring
Person or any affiliate or associate thereof, which Rights shall become
void) shall constitute the right to purchase from the Company, upon the
exercise thereof in accordance with the terms of the Rights Agreement,
that number of shares of Common Stock or Participating Preferred Stock
of the Company having an aggregate Market Price (as defined in the
Rights Agreement), on the date of the public announcement of an
Acquiring Person's becoming such (the "Stock Acquisition Date") that
gave rise to the Flip-in Date, equal to twice the Exercise Price for an
amount in cash equal to the then current Exercise Price. In addition,
the qualified directors of the Board of Directors of the Company may,
at their option, at any time after a Flip-in Date and prior to the time
that an Acquiring Person becomes the Beneficial Owner of more than 50%
of the Total Voting Power of the Company, elect to exchange all (but
not less than all) the then outstanding Rights (other than Rights
Beneficially Owned by the Acquiring Person or any affiliate or
associate thereof, which Rights become void) for shares of Common Stock
at an exchange ratio of one share of Common Stock per Right,
appropriately adjusted to reflect any stock split, stock dividend or
similar transaction occurring after the
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date of the Separation Time (the "Exchange Ratio"). Immediately upon
such action by the Board of Directors (the "Exchange Time"), the right
to exercise the Rights will terminate and each Right will thereafter
represent only the right to receive a number of shares of Common Stock
equal to the Exchange Ratio.
Whenever the Company shall become obligated under the
preceding paragraph to issue shares of Common Stock upon exercise of or
in exchange for Rights, the Company, at its option, may substitute
therefor shares of Participating Preferred Stock, at a ratio of one
one-hundredth of a share of Participating Preferred Stock for each
share of Common Stock so issuable.
In the event that prior to the Expiration Time the Company
enters into, consummates or permits to occur a transaction or series of
transactions after the time an Acquiring Person has become such in
which, directly or indirectly, (i) the Company shall consolidate or
merge or participate in a binding share exchange with any other Person
if, at the time of the consolidation, merger or share exchange or at
the time the Company enters into an agreement with respect to such
consolidation, merger or share exchange, the Acquiring Person controls
the Board of Directors of the Company and any term of or arrangement
concerning the treatment of shares of capital stock in such merger,
consolidation or share exchange relating to the Acquiring Person is not
identical to the terms and arrangements relating to other holders of
Voting Securities, (ii) the Company shall sell or otherwise transfer
(or one or more of its subsidiaries shall sell or otherwise transfer)
assets (A) aggregating more than 50% of the assets (measured by either
book value or fair market value) or (B) generating more than 50% of the
operating income or cash flow, of the Company and its subsidiaries
(taken as a whole) to any other Person (other than the Company or one
or more of its wholly owned subsidiaries) or to two or more such
Persons which are affiliated or otherwise acting in concert, if, at the
time of such sale or transfer of assets or at the time the Company (or
any such subsidiary) enters into an agreement with respect to such sale
or transfer, the Acquiring Person controls the Board of Directors of
the Company or (iii) any Acquiring Person shall (A) sell, purchase,
lease, exchange, mortgage, pledge, transfer or otherwise acquire or
dispose of, to, from, or with, as the case may be, the Company or any
of its Subsidiaries, over any period of 12 consecutive calendar months,
assets (x) having an aggregate fair market value of more than
$15,000,000 or (y) on terms and conditions less favorable to the
Company than the Company would be able to obtain through arm's-length
negotiations
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with an unaffiliated third party, (B) receive any compensation for
services from the Company or any of its subsidiaries, other than
compensation for full-time employment as a regular employee at rates in
accordance with the Company's (or its subsidiaries') past practices,
(C) receive the benefit, directly or indirectly (except proportionately
as a shareholder), over any period of 12 consecutive calendar months,
of any loans, advances, guarantees, pledges, insurance, reinsurance or
other financial assistance or any tax credits or other tax advantage
provided by the Company or any of its subsidiaries involving an
aggregate principal amount in excess of $5,000,000 or an aggregate cost
or transfer of benefits from the Company or any of its subsidiaries in
excess of $5,000,000 or, in any case, on terms and conditions less
favorable to the Company than the Company would be able to obtain
through arm's-length negotiations with a third party, or (D) increase
by more than 1% its proportionate share of the outstanding shares of
any class of equity securities or securities convertible into any class
of equity securities of the Company or any of its subsidiaries as a
result of any acquisition from the company (with or without
consideration), any reclassification of securities (including any
reverse stock split), or recapitalization, of the Company, or any
merger or consolidation of the Company with any of its subsidiaries or
any other transaction or series of transactions (whether or not with or
into or otherwise involving an Acquiring Person), (a "Flip-over
Transaction or Event"), the Company shall take such action as shall be
necessary to ensure, and shall not enter into, consummate or permit to
occur such Flip-over Transaction or Event until it shall have entered
into a supplemental agreement with the Person engaging in such Flip-
over Transaction or Event or the parent corporation thereof (the "Flip-
over Entity"), for the benefit of the holders of the Rights, providing,
that upon consummation or occurrence of the Flip-over Transaction or
Event (i) each Right shall thereafter constitute the right to purchase
from the Flip-over Entity, upon exercise thereof in accordance with the
terms of the Rights Agreement, that number of shares of common stock of
the Flip-over Entity having an aggregate Market Price on the date of
consummation or occurrence of such Flip-over Transaction or Event equal
to twice the Exercise Price for an amount in cash equal to the then
current Exercise Price and (ii) the Flip-over Entity shall thereafter
be liable for, and shall assume, by virtue of such Flip-over
Transaction or Event and such supplemental agreement, all the
obligations and duties of the Company pursuant to the Rights Agreement.
For purposes of the foregoing description, the term "Acquiring Person"
shall include any Acquiring Person and its Affiliates and Associates
counted together as a single Person.
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The qualified directors of the Board of Directors of the
Company may, at their option, at any time prior to the close of
business on the Flip-in Date, redeem all (but not less than all) the
then outstanding Rights at a price of $0.01 per Right) (the "Redemption
Price"), as provided in the Rights Agreement. Immediately upon the
action of the qualified directors of the Board of Directors of the
Company electing to redeem the Rights, without any further action and
without any notice, the right to exercise the Rights will terminate and
each Right will thereafter represent only the right to receive the
Redemption Price in cash for each Right so held.
The holders of Rights will, solely by reason of their
ownership of Rights, have no rights as shareholders of the Company,
including, without limitation, the right to vote or to receive
dividends.
The Rights will not prevent a takeover of the Company.
However, the Rights may cause substantial dilution to a person or group
that acquires 25% or more of the Total Voting Power of the Company
unless the Rights are first redeemed by the Company. Nevertheless, the
Rights should not interfere with a transaction that is in the best
interests of the Company and its shareholders because the Rights can be
redeemed on or prior to the close of business on the Flip-in Date,
before the consummation of such transaction.
As of August 20, 1996 there were 54,733,417 shares of
Common Stock issued (of which all were outstanding and none were held
in treasury) and 10,087,137 shares reserved for issuance pursuant to
employee benefit plans, options, warrants, subscription rights and
convertible securities. As long as the Rights are attached to the
Common Stock, the Company will issue one Right with each new share of
Common Stock so that all such shares will have Rights attached. The
Company's Board of Directors has reserved for issuance upon exercise of
the Rights 1,500,000 shares of Participating Preferred Stock.
The Rights Agreement (which includes as Exhibit A the forms
of Rights Certificate and Election to Exercise and as Exhibit B the
form of Certificate of Designation and Terms of the Participating
Preferred Stock) is attached hereto as an exhibit and is incorporated
herein by reference. The foregoing description of the Rights is quali-
fied in its entirety by reference to the Rights Agreement and such
exhibits thereto.
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Item 2. Exhibits.
Exhibit No. Description
4.1 Rights Agreement, including as Exhibit A the Forms of
Rights Certificate and of Election to Exercise and as
Exhibit B the Form of Certificate of Designation and
Terms of Participating Preferred Stock, included in
Exhibit B to the Rights Agreement.
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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.
PARACELSUS HEALTHCARE
CORPORATION
By:/s/ James G. VanDevender
------------------------
James G. VanDevender
Executive Vice President and
Chief Financial Officer
Date: August 21, 1996
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EXHIBIT INDEX
Exhibit No. Description
4.1 Shareholder Protection Rights Agreement, dated
as of August 16, 1996 (the "Rights Agreement"),
between Paracelsus Healthcare Corporation and
ChaseMellon Shareholder Services L.L.C., as
Rights Agent, including as Exhibit A the Forms
of Rights Certificate and of Election to
Exercise and as Exhibit B the Form of
Certificate of Designation and Terms of
Participating Preferred Stock of the Company.