SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MEDAPHIS CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 58-1651222
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(State of Incorporation (IRS Employer
or Organization) Identification No.)
2700 Cumberland Parkway, Suite 300, Atlanta Georgia 30339
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(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to securities pursuant to
Section 12(b) of the Exchange Section 12(g) of the Exchange
Act and is effective pursuant Act and is effective pursuant
to General Instruction A.(c), to General Instruction A.(d),
please check the following please check the following
box. ( ) box. (X)
Securities Act registration statement file number to which this form
relates: N/A
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(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
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(Title of Class)
ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
The Board of Directors of Medaphis Corporation (the "Company")
has declared a dividend distribution of one Right for each outstanding
share of Common Stock, par value $.01 per share, of the Company ("Common
Stock"). The distribution is payable to the stockholders of record at the
close of business on February 16, 1999. Each Right entitles the registered
holder to purchase from the Company one one-hundredth of a share of a
series of the Company's preferred stock designated as Series A Junior
Participating Preferred Stock ("Preferred Stock") at a price of $25 per one
one-hundredth of a share (the "Purchase Price"), subject to adjustment.
The description and terms of the Rights are set forth in a Rights
Agreement, dated as of February 11, 1999 (the "Rights Agreement"), between
the Company and American Stock Transfer & Trust Company, as Rights Agent
(the "Rights Agent").
Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate Rights
Certificates will be distributed. Subject to certain exceptions specified
in the Rights Agreement, the Rights will separate from the Common Stock and
a Distribution Date will occur upon the earlier of (i) 10 business days
following a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired beneficial
ownership of 15% or more of the outstanding shares of Common Stock other
than as a result of repurchases of stock by the Company or certain
inadvertent actions by institutional or certain other stockholders or the
date a Person has entered into an agreement or arrangement with the Company
or any Subsidiary of the Company providing for an Acquisition Transaction
(the "Stock Acquisition Date") or (ii) 10 business days (or such later date
as the Board shall determine, provided, however, that no deferral of a
Distribution Date by the Board pursuant to the terms of the Rights
Agreement described in this clause (ii) may be made at any time during the
Special Period (as defined below)) following the commencement of a tender
offer or exchange offer that would result in a person or group becoming an
Acquiring Person. An Acquisition Transaction is defined in the Rights
Agreement as (x) a merger, consolidation or similar transaction involving
the Company or any of its Subsidiaries as a result of which stockholders of
the Company will no longer own a majority of the outstanding shares of
Common Stock of the Company or a publicly traded entity which controls the
Company or, if appropriate, the entity into which the Company may be
merged, consolidated or otherwise combined (based solely on the shares of
Common Stock received or retained by such stockholder, in its capacity as a
stockholder of the Company, pursuant to such transaction), (y) a purchase
or other acquisition of all or a substantial portion of the assets of the
Company and its Subsidiaries, or (z) a purchase or other acquisition of
securities representing 15% or more of the shares of Common Stock then
outstanding. Until the Distribution Date, (i) the Rights will be evidenced
by the Common Stock certificates and will be transferred with and only with
such Common Stock certificates, (ii) new Common Stock certificates issued
after the Record Date will contain a notation incorporating the Rights
Agreement by reference and (iii) the surrender for transfer of any
certificates for Common Stock outstanding will also constitute the transfer
of the Rights associated with the Common Stock represented by such
certificate. Pursuant to the Rights Agreement, the Company reserves the
right to require prior to the occurrence of a Triggering Event (as defined
below) that, upon any exercise of Rights, a number of Rights be exercised
so that only whole shares of Preferred Stock will be issued.
The Rights are not exercisable until the Distribution Date and
will expire at 5:00 P.M. (Atlanta, Georgia time) on February 16, 2009,
unless earlier redeemed, exchanged, extended or terminated by the Company
as described below. At no time will the rights have any voting power.
As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Common Stock as of
the close of business on the Distribution Date and, thereafter, the
separate Rights Certificates alone will represent the Rights. Except as
otherwise determined by the Board of Directors, only shares of Common Stock
issued prior to the Distribution Date will be issued with Rights.
In the event that a Person becomes an Acquiring Person, except
pursuant to an offer for all outstanding shares of Common Stock which the
independent directors determine to be fair and not inadequate to and to
otherwise be in the best interests of the Company and its stockholders,
after receiving advice from one or more investment banking firms (a
"Qualifying Offer"), each holder of a Right will thereafter have the right
to receive, upon exercise, Common Stock (or, in certain circumstances,
cash, property or other securities of the Company) having a value equal to
two times the exercise price of the Right. Notwithstanding any of the
foregoing, following the occurrence of the event set forth in this
paragraph, all Rights that are, or (under certain circumstances specified
in the Rights Agreement) were, beneficially owned by any Acquiring Person
will be null and void. However, Rights are not exercisable following the
occurrence of the event set forth above until such time as the Rights are
no longer redeemable by the Company as set forth below.
In the event that (i) the Company is acquired in a merger (other
than a "clean-up" merger which follows a Qualifying Offer) or other
business combination transaction (x) in which the Company is not the
surviving entity, (y) in which the Company is the surviving entity and the
Common Stock is changed or exchanged or the Common Stock remains
outstanding but constitutes less than 50% of the shares outstanding
immediately following the merger, or (ii) 50% or more of the Company's
assets or earning power is transferred, each holder of a Right (except
Rights which have previously been voided as set forth above) shall
thereafter have the right to receive, upon exercise, common stock of the
acquiring company having a value equal to two times the exercise price of
the Right. The events set forth in this paragraph and in the second
preceding paragraph are referred to as the "Triggering Events."
At any time after a person becomes an Acquiring Person and prior
to the acquisition by such person or group of fifty percent (50%) or more
of the outstanding Common Stock, the Board may exchange the Rights (other
than Rights owned by such person or group which have become void), in whole
or in part, at an exchange ratio of one share of Common Stock, or one one-
hundredth of a share of Preferred Stock (or of a share of a class or series
of the Company's preferred stock having equivalent rights, preferences and
privileges), per Right (subject to adjustment).
At any time until ten business days following the Stock
Acquisition Date, the Company may redeem the Rights in whole, but not in
part, at a price of $.001 per Right (payable in cash, Common Stock or other
consideration deemed appropriate by the Board of Directors).
For 180 days (the "Special Period") following a change in control
of the Board of Directors of the Company, that has not been approved by the
Board of Directors, occurring within six months of an unsolicited third
party acquisition or business combination proposal, the new directors are
entitled to redeem the rights (assuming the rights would have otherwise
been redeemable), including to facilitate an acquisition or business
combination transaction involving the Company, in accordance with the terms
set forth in the Rights Agreement.
Immediately upon the action of the Board of Directors ordering
redemption of the Rights, the Rights will terminate and the only right of
the holders of Rights will be to receive the $.001 redemption price.
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. While the
distribution of the Rights will not be taxable to stockholders or to the
Company, stockholders may, depending upon the circumstances, recognize
taxable income in the event that the Rights become exercisable for Common
Stock (or other consideration) of the Company or for common stock of the
acquiring company or in the event of the redemption of the Rights as set
forth above.
Any of the provisions of the Rights Agreement may be amended by
the Board of Directors of the Company prior to the Distribution Date.
After the Distribution Date, the provisions of the Rights Agreement may be
amended by the Board in order to cure any ambiguity, to make changes which
do not adversely affect the interests of holders of Rights, or to shorten
or lengthen any time period under the Rights Agreement. The foregoing
notwithstanding, no amendment may be made to the Rights Agreement during
the Special Period or at a time when the Rights are not redeemable, except
to cure any ambiguity or correct or supplement any provision contained in
the Rights Agreement which may be defective or inconsistent with any other
provision therein.
As of January 31, 1999, there were 78,954,587 shares of Common
Stock of the Company issued and outstanding and 1,587 shares of Common
Stock of the Company in the treasury. As of January 31, 1999, options to
purchase 11,080,186 shares of Common Stock were outstanding. Each share of
Common Stock of the Company outstanding at the close of business on
February 16, 1999, will receive one Right. So long as the Rights are
attached to the Common Stock, one additional Right (as such number may be
adjusted pursuant to the provisions of the Rights Agreement) shall be
deemed to be delivered for each share of Common Stock issued or transferred
by the Company in the future. In addition, following the Distribution Date
and prior to the expiration or redemption of the Rights, the Company may
issue Rights when it issues Common Stock only if the Board deems it to be
necessary or appropriate, or in connection with the issuance of shares of
Common Stock pursuant to the exercise of stock options or under employee
plans or upon the exercise, conversion or exchange of certain securities of
the Company. One million (1,000,000) shares of Preferred Stock are
initially reserved for issuance upon exercise of the Rights.
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 in a manner which causes the Rights to become discount
Rights unless the offer is conditional on a substantial number of Rights
being acquired. The Rights, however, should not affect any prospective
offeror willing to make an offer at a price that is fair and not inadequate
and otherwise in the best interest of the Company and its stockholders.
The Rights should not interfere with any merger or other business
combination approved by the Board since the Board may, at its option, at
any time until ten business days following the Stock Acquisition Date
redeem all but not less than all the then outstanding Rights at the
Redemption Price.
The Rights Agreement specifying the terms of the Rights is
attached hereto as an exhibit and is incorporated herein by reference. The
foregoing description of the Rights is qualified in its entirety by
reference to such exhibit.
ITEM 2. EXHIBITS.
1 Rights Agreement, dated as of February 11, 1999, between Medaphis
Corporation and American Stock Transfer & Trust Company, as
Rights Agent, including the form of Certificate of Designation,
Preferences and Rights as Exhibit A, the form of Rights
Certificates as Exhibit B and the Summary of Rights as Exhibit C.
Pursuant to the Rights Agreement, printed Rights Certificates
will not be mailed until after the Distribution Date (as such
term is defined in the Rights Agreement).
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.
Dated: February 12, 1999 MEDAPHIS CORPORATION
By: /s/ Randolph L.M. Hutto
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Name: Randolph L.M. Hutto
Title: Executive Vice President
EXHIBIT INDEX
Exhibit Description Page
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1 Rights Agreement, dated as of February 11, 1999,
between Medaphis Corporation and American Stock
Transfer & Trust Company, as Rights Agent,
including the form of Certificate of Designation,
Preferences and Rights as Exhibit A, the form of
Rights Certificates as Exhibit B and the Summary
of Rights as Exhibit C. Pursuant to the Rights
Agreement, printed Rights Certificates will not
be mailed until after the Distribution Date (as
such term is defined in the Rights Agreement).