SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
Amendment No. 2
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
DIANON Systems, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 06-1128081
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(State of incorporation organization) (IRS Employer Identification No.)
200 Watson Boulevard, Stratford, Connecticut 06615
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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 securities pursuant to registration of a class of
Section 12(b) of the Exchange Act and is securities pursuant to Section
effective pursuant to General 12(g) of the Exchange Act and
Instruction A.(c), please check the is effective pursuant to
following box. General Instruction A.(d),
please check the following
box. /X/
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Preferred Stock Purchase Rights National Association of Securities
Dealers National Market System
This Amendment No. 2 on Form 8A/A amends the Form 8-A filed by Dianon
Systems, Inc., a Delaware corporation ("Dianon"), on May 9, 1994 with respect
to Dianon's Preferred Stock Purchase Rights.
Item 1. Description of Registrant's Securities to be Registered.
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In connection with the Agreement and Plan of Merger (the "Merger Agreement"),
dated as of November 10, 2002, between Laboratory Corporation of America
Holdings ("LabCorp"), DaVinci Development, Inc. and Dianon Systems, Inc., Dianon
and American Stock Transfer and Trust Company (the "Rights Agent"), entered into
Amendment No. 2 to Rights Agreement, dated as of November 10, 2002 (the
"Amendment No. 2 to Rights Agreement"), amending the Rights Agreement dated as
of April 29, 1994, as amended as of October 4, 1995 ("Rights Agreement"), in
order to provide that neither LabCorp nor any of its Affiliates and Associates
(as defined in the Rights Agreement) shall be deemed to be an Acquiring Person
(as defined in the Rights Agreement), no Distribution Date (as defined in the
Rights Agreement) will have occurred, will occur or will be deemed to occur as a
result of the execution and delivery of the Merger Agreement or the announcement
thereof or as a result of or arising out of the consummation of the Merger as
contemplated by the Merger Agreement.
The foregoing description of the Amendment No. 2 to Rights Agreement is
qualified in its entirety by reference to the Amendment No. 2 to Rights
Agreement, a copy of which is filed herewith as Exhibit 1 and such Exhibit is
incorporated herein by reference.
Item 2. Exhibits.
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1 Amendment No. 2 to Rights Agreement, dated as of November 10, 2002,
between Dianon Systems, Inc. and American Stock Transfer and Trust
Company, as Rights Agent.
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.
DIANON Systems, Inc.
Date: November 12, 2002
/s/ David R. Schreiber
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Name: David R. Schreiber
Title: Senior Vice President, Finance
and Chief Financial Officer
(Principal Financial Officer
and Principal Accounting Officer)
INDEX OF EXHIBITS
Exhibit No. Description
1 Amendment No. 2 to Rights Agreement, dated as of November 10, 2002,
between Dianon Systems, Inc. and American Stock Transfer and Trust
Company, as Rights Agent.