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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CHILDREN'S COMPREHENSIVE SERVICES, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Tennessee 62-1240866
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
3401 West End Avenue, Suite 500, Nashville, Tennessee 37203
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a If this form relates to the registration of a
class of securities pursuant to Section 12(b) class of securities pursuant to Section 12(g)
of the Exchange Act and is effective pursuant of the Exchange Act and is effective
to General Instruction A.(c), please check the pursuant to General Instruction A.(d),
following box. [ ] please check the following box. [X]
Securities Act registration statement file number to which this form relates:
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(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on Which
Title of Each Class to be Registered Each Class is to be Registered
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock Purchase Rights
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(Title of class)
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(Title of class)
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Item 1. Description of Registrant's Securities to be Registered
On November 25, 1998, the Board of Directors of Children's Comprehensive
Services, Inc. (the "Company") declared a dividend distribution of one right (a
"Right") for each outstanding share of common stock, par value $.01 per share
(the "Common Shares"), of the Company. The distribution is payable on December
8, 1998 (the "Record Date") to the stockholders of record as of the close of
business on the Record Date. A Right will also accompany each Common Share
issued following the Record Date and prior to the Distribution Date. Each Right
entitles the registered holder to purchase from the Company one Common Share at
a price of $75.00 (the "Purchase Price") subject to adjustment. The description
and terms of the Rights are set forth in a Rights Agreement, dated November 25,
1998 (the "Rights Agreement"), between the Company and SunTrust Bank, Atlanta,
as Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) the close of business on the tenth
calendar day following a public announcement that a person or group of
affiliated or associated persons has acquired, or obtained the right to acquire,
beneficial ownership of 10% or more of the outstanding Common Shares (as
"Acquiring Person"), and (ii) the close of business on the tenth business day
(or such later date as may be specified by the Board of Directors) following the
commencement of a tender offer or exchange offer by a person or group of
affiliated or associated persons, the consummation of which would result in
beneficial ownership by such person or group of 10% or more of the outstanding
Common Shares (the earlier of such dates being hereinafter called the
"Distribution Date"), the Rights will be evidenced, with respect to any of the
Common Share certificates outstanding as of the Record Date, by such Common
Share certificates.
The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with and only with the Common Shares. Until the
Distribution Date (or earlier redemption or expiration of the Rights), new
Common Share certificates issued after the Record Date upon transfer or new
issuance of Common Shares will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier redemption or
expiration of the Rights),the surrender for transfer of any certificates for
Common Shares in respect of which Rights have been issued will also constitute
the transfer of the Rights associated with the Common shares represented by such
certificates. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights (the "Right Certificates") will be mailed to
holders of record of the Common Shares as of the close of business on the
Distribution Date and such separate Right Certificates alone will evidence the
Rights.
No Right is exercisable at any time prior to the Distribution Date. The
Rights will expire on December 8, 2008 (the "Final Expiration Date") unless
earlier redeemed or exchanged by the Company as described below. 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.
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The Purchase Price payable, and the number of Common Shares or other
securities issuable, upon exercise of the Rights are subject to adjustment from
time to time to prevent dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Common Shares, (ii) upon
the grant to holders of the Common Shares of certain rights or warrants to
subscribe for or purchase Common Shares at a price, or securities convertible
into Common Shares with a conversion price, less than the then current market
price of the Common Shares or (iii) upon the distribution to holders of the
Common Shares of evidences of indebtedness or cash (excluding regular periodic
cash dividends), assets, stock (excluding dividends payable in Common Shares) or
of subscription rights or warrants (other than those referred to above).
In the event (a "Flip-in Event") that (i) any person or group of
affiliated or associated persons becomes the beneficial owner of 10% or more of
the outstanding Common Shares, or (ii) any Acquiring Person merges into or
combines with the Company and the Company is the surviving corporation, proper
provision shall be made so that each holder of a Right, other than Rights that
are or were owned beneficially by the Acquiring Person (which, from and after
the later of the Distribution Date and the date of the earlier of any such
events, will be void), will thereafter have the right to receive, upon exercise
thereof at the then current exercise price of the Right, that number of Common
Shares (or, under certain circumstances, an economically equivalent security or
securities or assets of the Company) that has a market value of two times the
exercise price of the Right.
In the event (a "Flip-over Event") that, following the first date of
public announcement that a person has become an Acquiring Person, (i) the
Company merges with or into any person and the Company is not the surviving
corporation, (ii) any person merges with or into the Company and the Company is
the surviving corporation, but its Common Shares are changed or exchanged, or
(iii) 50% or more of the Company's assets or earning power, including without
limitation securities creating obligations of the Company, are sold, proper
provision shall be made so that each holder of a Right will thereafter have the
right to receive, upon the exercise thereof at the then current exercise price
of the Right, that number of shares of common stock (or, under certain
circumstances, an economically equivalent security or securities) of such other
person which at the time of such transaction would have a market value of two
times the exercise price of the Right.
At any time after the later of the Distribution Date and the first
occurrence of a Flip-in Event or Flip-over Event and prior to the acquisition by
any person or group of affiliated or associated persons of 50% or more of the
outstanding Common Shares, the Board of Directors of the Company may exchange
the Rights (other than any Rights which have become void), in whole or in part,
at an exchange ratio of one Common Share per Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment in the Purchase
Price of at least 1%. The Company is not required to issue fractional Common
Shares or other securities issuable upon the exercise
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of Rights. In lieu of issuing such securities, the Company may make a cash
payment, as provided in the Rights Agreement.
The Company may redeem the Rights in whole, but not in part, at a price
of $0.01 per Right (the "Redemption Price"), at any time prior to the earlier of
(i) the close of business on the tenth day following the Distribution Date and
(ii) the Final Expiration Date. 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 Rights Agreement may be amended by the Board of Directors in any
manner prior to the Distribution Date without the approval of any holders of
certificates representing Common Shares. After the Distribution Date, the Rights
Agreement may be amended by the Board of Directors without the approval of any
holders of Right Certificates, including amendments which add other events
requiring adjustment to the Purchase Price payable and the number of Common
Shares or other securities issuable or property purchasable upon the exercise of
the Rights or which modify procedures relating to the redemption of the Rights,
provided that no amendment may be made which decreases the stated Redemption
Price or the period of time remaining until the Final Expiration Date or which
modifies a time period relating to when the Rights may be redeemed at such time
as the Rights are not then redeemable.
As of November 24, 1998, 7,340,608 Common Shares were issued and
outstanding. Each Common Share outstanding on the Record Date and each Common
Share issued thereafter will receive one Right. As long as the Rights are
attached to the Common Shares, the Company will issue one Right for each Common
Share issued between the Record Date and the Distribution Date. A total of
10,000,000 Common Shares have been reserved for issuance upon exercise of the
Rights, subject to adjustment in accordance with the Rights Agreement.
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 a majority of the Board of Directors unless the offer
is conditioned on a substantial number of Rights being acquired. However, the
Rights should not interfere with any merger or other business combination
approved by the Board of Directors since the Rights may be redeemed by the
Company at $0.01 per Right at any time on or prior to the tenth day following
the Distribution Date. 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.
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The form of Rights Agreement between the Company and the Rights Agent
specifying the terms of the Rights, which includes as Exhibit A the form of
Rights Certificate, is filed as Exhibit 1 and is incorporated herein by
reference. The foregoing description of the Rights does not purport to be
complete and is qualified in its entirety by reference to such Exhibit.
Item 2. Exhibits
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1. Rights Agreement, dated November 25, 1998, between
Children's Comprehensive Services, Inc. and SunTrust Bank,
Atlanta, including the Form of Rights Certificate (Exhibit
A) and the Form of Summary of Rights (Exhibit B) is
incorporated herein by reference to Exhibit 99.2 to the
Company's Current Report on Form 8-K filed with the
Securities and Exchange Commission on November 25, 1998.
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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.
CHILDREN'S COMPREHENSIVE SERVICES, INC.
By: /s/ Donald B. Whitfield
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Donald B. Whitfield
Vice President Finance and Chief
Financial Officer
Dated: November 25, 1998
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EXHIBIT INDEX
1. Rights Agreement, dated November 25, 1998, between Children's
Comprehensive Services, Inc. and SunTrust Bank, Atlanta, including the
Form of Rights Certificate (Exhibit A) and the Form of Summary of Rights
(Exhibit B) is incorporated herein by reference to Exhibit 99.2 to the
Company's Current Report on Form 8-K filed with the Securities and
Exchange Commission on November 25, 1998.
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