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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 22, 1998
(December 15, 1998)
ENVOY CORPORATION
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(Exact name of registrant as specified in its charter)
Tennessee 0-25062 62-1575729
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(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
15 Century Boulevard, Suite 600, Nashville, TN 37214
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (615) 885-3700
Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events - Amendment to Description of Registrant's Securities
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ENVOY Corporation, a Tennessee corporation (formerly New Envoy, Inc.)
(the "Company"), and First Union National Bank, a national banking institution
(formerly First Union National Bank of North Carolina), as Rights Agent (the
"Rights Agent"), have executed Amendment No. 1 (the "Amendment") to the Rights
Agreement dated as of June 1, 1995, between the Company and the Rights Agent
(the "Rights Agreement"), which Amendment shall be effective as of December 15,
1998. The following paragraphs summarize the principal amendments to the Rights
Agreement effectuated by the Amendment. Capitalized terms used without
definition below have the meanings assigned to them in the Rights Agreement.
Exclusion of Quintiles Merger from Triggering Events. The Amendment
excludes the following actions or occurrences from triggering an Exercisability
Date, a Stock Acquisition Date or the qualification of a Person as an Acquiring
Person: (i) the public announcement, public disclosure, execution and delivery
or amendment of (a) the Agreement and Plan of Merger dated as of December 15,
1998, among the Company, Quintiles Transnational Corp., a North Carolina
corporation ("Quintiles"), and QELS Corp., a Tennessee corporation ("QELS") (as
amended from time to time, the "Merger Agreement"), or (b) the Stock Voting
Agreement dated as of December 15, 1998, among Quintiles and certain
shareholders of the Company (as amended from time to time, the "Stock Voting
Agreement"), (ii) the performance by any party of its obligations under the
Merger Agreement or the Stock Voting Agreement, (iii) the acquisition of
beneficial ownership of Company Common Stock by Quintiles or QELS pursuant to or
in connection with the Merger or the Stock Voting Agreement or (iv) the
consummation of the other transactions contemplated by the Merger Agreement or
the Stock Voting Agreement.
Shorter Time Frame for Rights Exercise. The Amendment narrows the time
frame during which the Rights will be exercisable. Holders of any Rights
Certificate may exercise the Rights evidenced thereby at any time after the
Exercisability Date and prior to the earliest of (i) the consummation of the
Merger, (ii) February 2, 2005 and (iii) the date on which the Rights are
redeemed by the Company, at which time they will expire.
Exclusion from Restrictions on Merger. The Amendment excludes
transactions contemplated by the Merger Agreement or the Stock Voting Agreement
from the restrictions on consummating any share exchange, merger, sale or
transfer with a party that does not have a sufficient number of authorized
shares of common stock issued or reserved to permit the exercise in full of the
Rights.
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Item 7(c). Exhibits.
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4.1 Rights Agreement, dated as of June 1, 1995, between New Envoy,
Inc. and First Union National Bank of North Carolina, 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 Registration Statement on Form
10, as amended, dated May 4, 1995 (File No. 0-25062)).
4.2 Amendment No. 1 to the Rights Agreement, dated as of December
15, 1998, between ENVOY Corporation (formerly New Envoy, Inc.)
and First Union National Bank (formerly First Union National
Bank of North Carolina), as Rights Agent.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ENVOY CORPORATION
Date: December 22, 1998 By: /s/ Kevin M. McNamara
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Name: Kevin M. McNamara
Title: Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit
Number Description
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4.1 Rights Agreement, dated as of June 1, 1995, between
New Envoy, Inc. and First Union National Bank of
North Carolina, 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 Registration Statement on
Form 10, as amended, dated May 4, 1995 (File No.
0-25062)).
4.2 Amendment No. 1 to the Rights Agreement, dated as of
December 15, 1998, between ENVOY Corporation
(formerly New Envoy, Inc.) and First Union National Bank
(formerly First Union National Bank of North
Carolina), as Rights Agent.
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