1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
FORM 8-A/A
-------------
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
RISCORP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Florida 65-0335150
------------------------- -----------------------------------
(State of Incorporation (IRS Employer Identification No.)
or Organization)
2 North Tamiami Trail, Suite 608
Sarasota, Florida 34236-5642
- ------------------------------- -----------------------------------
(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 debt securities and is effective upon class of debt securities and is to become
filing pursuant to General Instruction A(c)(1) effective simultaneously with the
please check the following box. [ ] effectiveness of a concurrent registration
statement under the Securities Act of 1933
pursuant to General Instruction A(c)(2)
please check the following box. [ ]
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
------------------- ------------------------------
None
Securities to be registered pursuant to Section 12(g) of the Act:
Class A Common Stock, par value $.01 per share
--------------------------------------------------
(Title of class)
================================================================================
2
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The information concerning the Class A Common Stock, par value $.01 per
share of RISCORP, Inc. (the "Corporation") registered by the Company under Form
8-A filed February 14, 1996 is hereby amended by the addition of the following:
On May 13, 1999, the Board of Directors of RISCORP, Inc. (the
"Company") declared a distribution of (i) one right (a "Class A Right") for each
outstanding share of Class A Common Stock, par value $0.01 per share (the "Class
A Common Stock") and (ii) one right (a "Class B Right") for each outstanding
share of Class B Common Stock, par value $0.01 per share (the "Class B Common
Stock"), to shareholders of record at the close of business on May 28, 1999 and
for each share of Class A Common Stock or Class B Common Stock, as the case may
be, issued (including shares distributed from Treasury) by the Company
thereafter and prior to the Separation Time. Each Class A Right entitles the
registered holder to purchase from the Company one one-thousandth (1/1000th) of
a share (a "Class A Unit") of Series A Junior Participating Preferred Stock, par
value $0.01 per share (the "Series A Preferred Stock") and each Class B Right
entitles the registered holder to purchase from the Company one one-thousandth
(1/1000th) of a share (a "Class B Unit" and together with the Class A Units, a
"Unit") of Series B Junior Participating Preferred Stock, par value $0.01 per
share (the "Series B Preferred Stock" and together with the Series A Preferred
Stock, the "Preferred Stock"), each at a purchase price of $10 per Unit (the
"Purchase Price"), subject to adjustment. The description and terms of the
Rights are set forth in a Shareholder Protection Rights Agreement between the
Company and First Union National Bank, as Rights Agent, dated as of May 13, 1999
(the "Rights Agreement").
Initially, the Rights will attach to all certificates representing
shares of outstanding Company Common Stock, and no separate Rights Certificates
will be distributed. The Rights will separate from the Common Stock and the
Separation Time will occur upon the earlier of (i) ten business days (unless
otherwise accelerated or delayed by the Board) following public announcement
that a person or group of affiliated or associated persons (an "Acquiring
Person") has acquired, obtained the right to acquire, or otherwise obtained
beneficial ownership of 5% or more of the then outstanding shares of Class A
Common Stock, or (ii) ten business days (unless otherwise delayed by the Board)
following the commencement of a tender offer or exchange offer that would result
in the person or group beneficially owning 5% or more of the then outstanding
shares of Common Stock. An Acquiring Person does not include (a) any person who
is a beneficial owner of 5% or more of the Common Stock on May 13, 1999 (the
date of adoption of the Rights Agreement), unless such person or group shall
thereafter acquire beneficial ownership of additional Class A Common Stock, (b)
a person who acquires beneficial ownership of 5% or more of the Class A Common
Stock without any intention to affect control of the Company and who thereafter
promptly divests sufficient shares so that such person ceases to be the
beneficial owner of 5% or more of the Class A Common Stock, or (c) a person who
is or becomes a beneficial owner of 5% or more of the Class A Common Stock as a
result of an option granted by the Company in connection with an agreement to
acquire or merge with the Company prior to a Flip-In Date.
Until the Separation Time, (i) the Rights will be evidenced by Common
Stock certificates and will be transferred with and only with such Common Stock
certificates, (ii) new Common Stock certificates issued after May 13, 1999
(including shares distributed from Treasury) will contain a legend incorporating
the Rights Agreement by reference and (iii) the surrender for transfer of any
certificates representing outstanding
-2-
3
Common Stock will also constitute the transfer of the Rights associated with the
Common Stock represented by such certificate.
The Rights are not exercisable until the Separation Time and will
expire at the close of business on the tenth anniversary of the Rights Agreement
unless earlier terminated by the Company as described below.
As soon as practicable after the Separation Time, Rights Certificates
will be mailed to holders of record of Common Stock as of the close of business
on the date when the Separation Time occurs and, thereafter, the separate Rights
Certificates alone will represent the Rights.
If a Flip-In Date occurs (i.e., the close of business ten business days
following announcement by the Company that a person has become an Acquiring
Person), and if the Company has not terminated the Rights as described below,
then the Rights entitle the holders thereof to acquire shares of Class A Common
Stock or Class B Common Stock (rather than Series A Preferred Stock or Series B
Preferred Stock) having a value equal to twice the Right's exercise price.
Instead of issuing shares of Common Stock upon exercise of a Right following a
Flip-In Date, the Company may substitute a combination of cash, property, a
reduction in the exercise price of the Rights, the appropriate Preferred Stock
or other securities with a value equal to the Common Stock (or any combination
of the above) which would otherwise be issuable. In addition, at the option of
the Board of Directors prior to the time that any person becomes the beneficial
owner of more than 50% of the Class A Common Stock, and rather than payment of
the cash purchase price, each Right may be exchanged for one share of Class A
Common Stock if a Flip-In Date occurs. Notwithstanding any of the foregoing, all
Rights that are, or (under certain circumstances set forth in the Rights
Agreement) were, beneficially owned by any person on or after the date such
person becomes an Acquiring Person will be null and void.
Following the Flip-In Date, if the company is acquired in a merger or
consolidation where the Company does not survive or the Class A Common Stock is
changed or exchanged, or 50% or more of the Company's assets or assets
generating 50% or more of the Company's operating income or cash flow is
transferred in one or more transactions to persons who at that time control the
Company, then the Rights entitle the holders thereof to acquire for the exercise
price shares of the acquiring party having a value equal to twice the Right's
exercise price.
The exercise price payable and the number of Rights outstanding are
subject to adjustment from time to time to prevent dilution in the event of a
stock dividend, stock split or reverse stock split, or other recapitalization
which would change the number of shares outstanding.
At any time until the close of business on the Flip-In Date, the Board
of Directors may terminate the Rights without any payment to the holders
thereof. The Board of Directors may condition termination of the Rights upon the
occurrence of a specified future time or event.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be taxable to shareholders or to the Company, shareholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable.
Any provisions of the Rights Agreement may be amended at any time prior
to the close of business on the Flip-In Date without the approval of holders of
the Rights, and thereafter, the Rights Agreement may be amended without approval
of the Rights holders in any way which does not materially adversely affect the
interests of the Rights holders.
A total of 200,000 shares of Series A Preferred Stock and 200,000
shares of Series B Preferred Stock will be reserved for issuance upon exercise
of the Rights.
-3-
4
Each Unit of Preferred Stock will receive dividends at a rate per Unit
equal to any dividends (except dividends payable in Common Stock) paid with
respect to a share of Common Stock and, on a quarterly basis, an amount per
whole share of Preferred Stock equal to the excess of $1.00 over the aggregate
dividends per whole share of Preferred Stock during the immediately preceding
three-month period.
In the event of liquidation, the holder of each fractional share of
Preferred Stock will receive a preferred liquidation payment equal to the
greater of $1.00 per whole share or the per share amount paid in respect of a
share of Common Stock.
Each whole share of Series A Preferred Stock will vote together with
the Class A Common Stock and will have the same number of votes as 1000 shares
of Class A Common Stock and each whole share of Series B Preferred Stock will
vote together with the Class B Common Stock and will have the same number of
votes as 1000 shares of Class B Common Stock.
In the event of any merger, consolidation, statutory share exchange or
other transaction in which shares of Common Stock are exchanged, each Unit of
Preferred Stock will be entitled to receive the per share amount paid in respect
of each corresponding share of Common Stock.
The rights of holders of the Preferred Stock to dividends, liquidation
and voting, and in the event of mergers, statutory share exchanges and
consolidations, are protected by customary antidilution provisions.
Because of the nature of the Preferred Stock's dividend, liquidation
and voting rights, the economic value of one Series A Unit that may be acquired
upon the exercise of each Class A Right should approximate the economic value of
one share of Class A Common Stock and the economic value of one Series B Unit
that may be acquired upon the exercise of each Class B Right should approximate
the economic value of one share of Class B Common Stock.
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 the Board of Directors of the Company (with,
where required by the Rights Agreement, the concurrence of a majority of the
continuing directors) unless the offer is conditioned on a substantial number of
Rights being acquired. However, the Rights should not interfere with any merger,
statutory share exchange or other business combination approved by a majority of
the directors since the Rights may be terminated by the Board of Directors at
any time on or prior to the close of business ten business days after
announcement by the Company that a person has become an Acquiring Person. 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.
A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an exhibit to the Company's Current Report on Form 8-K
dated May 13, 1999 and is incorporated herein by reference. The foregoing
summary description of the Rights does not purport to be complete and is
qualified in its entirety by reference to such exhibit.
ITEM 2. EXHIBITS.
1. Shareholder Protection Rights Agreement, dated as of May 13, 1999,
between RISCORP, Inc. and First Union National Bank, as Rights Agent (which
includes as Exhibits A-1 and A-2 thereto the Forms of Rights Certificates),
incorporated herein by reference from Exhibit 99.1 to RISCORP, Inc.'s Current
Report on Form 8-K dated May 13, 1999.
2. Amended and Restated Articles of Incorporation of RISCORP, Inc.
incorporated herein by reference from Exhibit 3.1 to RISCORP, Inc.'s
Registration Statement on Form S-1 (Reg. No. 33-99760).
3. Form of Common Stock Certificate of RISCORP, Inc. incorporated
herein by reference from Exhibit 4.1 to RISCORP, Inc.'s Registration Statement
on Form S-1 (Reg. No. 33-99760).
4. Bylaws of RISCORP, Inc. incorporated herein by reference from
Exhibit 3.2 to RISCORP, Inc.'s Registration Statement on Form S-1 (Reg. No.
33-99760).
5. Press Release dated May 13, 1999, incorporated herein by reference
from Exhibit 99.2 to RISCORP, Inc.'s Current Report on Form 8-K dated May 13,
1999.
-4-
5
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this amendment to the registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
RISCORP, INC.
Date: June 1, 1999 By: /s/ Walter E. Riehemann
-----------------------------------
Walter E. Riehemann
Senior Vice President and
General Counsel
-5-