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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/27/19 Sunlink Health Systems Inc 10-K 6/30/19 99:10M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 957K
2: EX-4.3 Instrument Defining the Rights of Security Holders HTML 46K
3: EX-21.1 Subsidiaries List HTML 31K
4: EX-23.1 Consent of Experts or Counsel HTML 29K
5: EX-31.1 Certification -- §302 - SOA'02 HTML 33K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 33K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 30K
8: EX-32.2 Certification -- §906 - SOA'02 HTML 29K
64: R1 Document and Entity Information HTML 79K
20: R2 Consolidated Balance Sheets HTML 139K
46: R3 Consolidated Balance Sheets (Parenthetical) HTML 42K
84: R4 Consolidated Statements of Operations and HTML 144K
Comprehensive Earnings and Loss
66: R5 Consolidated Statements of Shareholders' Equity HTML 62K
21: R6 Consolidated Statements of Shareholders' Equity HTML 30K
(Parenthetical)
47: R7 Consolidated Statements of Cash Flows HTML 115K
82: R8 Schedule II-Valuation and Qualifying Accounts HTML 86K
70: R9 Business Operations HTML 46K
81: R10 Summary of Significant Accounting Policies HTML 67K
69: R11 Restricted Cash HTML 30K
19: R12 Discontinued Operations HTML 91K
49: R13 Revenue Recognition and Accounts Receivables HTML 188K
80: R14 Inventory HTML 45K
67: R15 Impairment of Long-Lived Assets HTML 33K
18: R16 Intangible Assets HTML 74K
48: R17 Long-Term Debt HTML 83K
83: R18 Shareholders' Equity HTML 168K
65: R19 Income Taxes HTML 113K
34: R20 Employee Benefits HTML 140K
41: R21 Economic Damages HTML 31K
99: R22 Sale of Assets HTML 31K
63: R23 Commitments and Contingencies HTML 44K
33: R24 Sales Tax Payable HTML 30K
40: R25 Related Parties HTML 32K
98: R26 Subsequent Events HTML 32K
62: R27 Financial Information by Segments HTML 111K
32: R28 Earnings Per Share HTML 157K
42: R29 Summary of Significant Accounting Policies HTML 128K
(Policies)
44: R30 Discontinued Operations (Tables) HTML 93K
15: R31 Revenue Recognition and Accounts Receivables HTML 179K
(Tables)
71: R32 Inventory (Tables) HTML 46K
85: R33 Intangible Assets (Tables) HTML 77K
45: R34 Long-Term Debt (Tables) HTML 79K
16: R35 Shareholders' Equity (Tables) HTML 165K
72: R36 Income Taxes (Tables) HTML 110K
86: R37 Employee Benefits (Tables) HTML 138K
43: R38 Commitments and Contingencies (Tables) HTML 43K
17: R39 Financial Information by Segments (Tables) HTML 111K
38: R40 Earnings Per Share (Tables) HTML 156K
29: R41 SEC Schedule II - Schedule of Valuation and HTML 39K
Qualifying Accounts Disclosure (Detail)
57: R42 Business Operations - Additional Information HTML 56K
(Detail)
93: R43 Summary of Significant Accounting Policies - HTML 105K
Additional Information (Detail)
39: R44 Restricted Cash - Additional Information (Detail) HTML 34K
30: R45 Discontinued Operations - Additional Information HTML 37K
(Detail)
58: R46 Discontinued Operations - Schedule of Discontinued HTML 66K
Operations (Detail)
94: R47 Revenue Recognition and Accounts Receivables - HTML 46K
Summary of Net Revenues, Cost of Goods Sold and
Operating Expenses as Reclassified (Detail)
37: R48 Revenue Recognition and Accounts Receivables - HTML 46K
Summary of Revenue by Payor (Detail)
31: R49 Revenue Recognition and Accounts Receivables - HTML 38K
Summary Information for Receivables (Detail)
26: R50 Revenue Recognition and Accounts Receivables - HTML 51K
Summary of Allowance for Concession Adjustments
(Detail)
55: R51 Revenue Recognition and Accounts Receivables - HTML 29K
Additional Information (Detail)
88: R52 Inventory - Inventory, Net (Detail) HTML 39K
75: R53 Impairment of Long-Lived Assets - Additional HTML 44K
Information (Detail)
25: R54 Intangible Assets - Intangible Assets (Detail) HTML 48K
54: R55 Intangible Assets - Additional Information HTML 38K
(Detail)
87: R56 Intangible Assets - Annual Amortization of HTML 42K
Amortizing Intangibles for Next Five Years
(Detail)
74: R57 Long-Term Debt - Summary of Long-Term Debt HTML 45K
(Detail)
24: R58 Long-Term Debt (Trace RDA Loan and Trace Working HTML 56K
Capital Loan) - Additional Information (Detail)
56: R59 Long-Term Debt - Annual Required Payments of Debt HTML 51K
and Contractual Commitments for Interest on
Long-term Debt (Detail)
96: R60 Shareholders' Equity - Additional Information HTML 123K
(Detail)
61: R61 Shareholders' Equity - Activity of Company's Share HTML 59K
Options (Detail)
28: R62 Shareholders' Equity - Number of Stock Options HTML 67K
Outstanding and Exercisable (Detail)
36: R63 Shareholders' Equity - Summary of Total Share HTML 39K
Repurchased and Average Price Per Share Paid for
the Program (Detail)
95: R64 Shareholders' Equity - Classification Other HTML 43K
Accumulated Comprehensive Loss (Detail)
60: R65 Income Taxes - Provision (Benefit) for Income HTML 37K
Taxes on Continuing Operations (Detail)
27: R66 Income Taxes - Net Deferred Income Tax Assets HTML 52K
(Detail)
35: R67 Income Taxes - Differences Between Income Taxes on HTML 46K
Continuing Operations at Federal Statutory Rate
and Effective Tax Rate (Detail)
97: R68 Income Taxes - Additional Information (Detail) HTML 55K
59: R69 Employee Benefits - Additional Information HTML 67K
(Detail)
76: R70 Employee Benefits - Components of Net Pension HTML 57K
Expense for All Plans (Detail)
90: R71 Employee Benefits - Summary Information for Plans HTML 70K
(Comprised Solely of One Domestic Plan) (Detail)
50: R72 Economic Damages - Additional Information (Detail) HTML 32K
22: R73 Sale of Assets - Additional Information (Detail) HTML 40K
78: R74 Commitments and Contingencies - Additional HTML 35K
Information (Detail)
92: R75 Commitments and Contingencies - Minimum Lease HTML 45K
Commitments (Detail)
52: R76 Sales Tax Payable - Additional Information HTML 30K
(Detail)
23: R77 Related Parties - Additional Information (Detail) HTML 53K
79: R78 Subsequent Events - Additional Information HTML 66K
(Detail)
89: R79 Financial Information by Segments - Additional HTML 29K
Information (Detail)
77: R80 Financial Information by Segments - Segment HTML 53K
Information (Detail)
91: R81 Earnings Per Share - Schedule of Earnings (Loss) HTML 82K
Per Share and Shares Outstanding (Detail)
51: R82 Earnings Per Share - Additional Information HTML 30K
(Detail)
53: XML IDEA XML File -- Filing Summary XML 180K
68: EXCEL IDEA Workbook of Financial Reports XLSX 100K
9: EX-101.INS XBRL Instance -- ssy-20190630 XML 2.91M
11: EX-101.CAL XBRL Calculations -- ssy-20190630_cal XML 239K
12: EX-101.DEF XBRL Definitions -- ssy-20190630_def XML 737K
13: EX-101.LAB XBRL Labels -- ssy-20190630_lab XML 1.53M
14: EX-101.PRE XBRL Presentations -- ssy-20190630_pre XML 1.16M
10: EX-101.SCH XBRL Schema -- ssy-20190630 XSD 240K
73: ZIP XBRL Zipped Folder -- 0001564590-19-035757-xbrl Zip 194K
Exhibit 4.3
DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
As of June 30, 2019, SunLink Health Systems, Inc. has two classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) our Common Stock; and (ii) our Preferred Share Purchase Rights.
Description of Common Shares
The following description of our Common Shares is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to our Amended Articles of Incorporation (the “Articles of Incorporation”) and our Amended Code of Regulations (the “Code of Regulations”), each of which are incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this Exhibit 4.1 is a part. We encourage you to read our Articles of Incorporation, our Code of Regulations and the applicable provisions of General Corporation Law of Ohio, Title XVII, Chapter 1701 of the Ohio Revised Code, for additional information.
Authorized Capital Shares
Our authorized capital shares consist of 12,000,000 Common Shares, without par value (“Common Shares”), and 2,000,000 shares of Preferred Shares, without par (“Preferred Shares”). The outstanding Common Shares are fully paid and nonassessable.
Voting Rights
Holders of Common Shares are entitled to one vote per share on all matters voted on by the stockholders, including the election of directors. Our Common Shares do not have cumulative voting rights.
Dividend Rights
Subject to the rights of holders of outstanding Preferred Shares, if any, the holders of Common Shares are entitled to receive dividends, if any, as may be declared from time to time by the Board of Directors in its discretion out of funds legally available for the payment of dividends.
Liquidation Rights
Subject to any preferential rights of outstanding shares of Preferred Shares, holders of Common Shares will share ratably in all assets legally available for distribution to our stockholders in the event of dissolution.
Other Rights and Preferences
Our Common Shares have no sinking fund or redemption provisions or preemptive, conversion or exchange rights.
Listing
The Common Shares are traded on NYSE American, LLC exchange under the trading symbol “SSY.”
Description of Preferred Share Purchase Rights
On September 29, 2016, the Company entered into the Tax Benefits Preservation Purchase Rights Plan (the “Purchase Rights Plan”) with American Stock Transfer & Trust, LLC, as Purchase Rights Agent (the “Purchase Rights Agent”).
Effective September 29, 2016, the Board of Directors (the “Board”) of the Company declared a dividend of one Preferred Share Purchase Right (a “Purchase Right”) for each of the Company’s issued and outstanding Common Shares to the stockholders of record at the close of business on October 10, 2016. The description and terms of the Purchase Rights are set forth in the Purchase Rights Plan and summarized below.
The purpose of the Purchase Rights Plan is to diminish the risk that the Company’s ability to use its net operating losses and certain other tax assets (“Tax Benefits”) to reduce potential future federal income tax obligations would become subject to limitations by reason of the Company’s experiencing an “ownership change,” as defined in Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). A company generally experiences such an ownership change if the percentage of its stock owned by its “5-percent shareholders,” as defined in Section 382 of the Code, increases by more than 50 percentage points over a rolling three-year period. The Purchase Rights Plan is intended to reduce the likelihood of an ownership change under Section 382 of the Code by deterring any person or group from acquiring beneficial ownership of 4.9% or more of the outstanding Common Stock.
The Purchase Rights Plan is in addition to, has a purpose different from, and does not affect SunLink’s 2014 Purchase Rights Plan. SunLink’s 2014 Purchase Rights Plan was adopted in February 2014 and is intended to encourage fair treatment of shareholders should a take-over bid be made for the Company and provide the Board of Directors and the shareholders more time to consider any unsolicited take-over bid but was not intended specifically to seek to preserve the Company’s Tax Benefits. A copy of such 2014 Purchase Rights Plan is referenced in Exhibit 4.1.
Description of the Tax Benefits Preservation Purchase Rights Agreement
The following summary of the terms of the Purchase Rights Plan does not purport to be complete and is qualified in its entirety by the full text of the Purchase Rights Plan, a copy of which is filed as Exhibit 4.2 hereto and is incorporated herein by reference.
Distribution Date. Subject to certain exceptions, Purchase Rights would separate from the Common Shares and become exercisable apart from the Common Shares only following the earlier of (i) the close of business on the tenth (10th) business day after public announcement that a person has become an “Acquiring Person” or (ii) the close of business on the tenth (10th) business day (or such later date as the Board shall determine) after a third party makes a tender or exchange offer which, if consummated, would result in such third party becoming an Acquiring Person.
Exercise of Purchase Rights. On or after the Distribution Date, each Purchase Right would initially entitle the holder to purchase one one-thousandth of a share of the Company’s Series B Voting Preferred Shares, without par value (the “Preferred Shares”), for a purchase price of $4.00 (subject to adjustment) (the “Exercise Price”). Under certain circumstances set forth in the Purchase Rights Plan, the Company may suspend the exercisability of the Purchase Rights.
Definition of Acquiring Person. An “Acquiring Person” is a person or group that, together with affiliates and associates of such person or group, acquires beneficial ownership of 4.9% or more of the Common Shares, other than: (i) the Company, its subsidiaries and their respective employee benefit plans; (ii) any shareholder that, as of the time of the first public announcement of adoption of the Purchase Rights Plan, beneficially owns 4.9% or more of the Common Shares (unless and until such person
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thereafter acquires any additional shares of Common Shares, subject to certain exceptions); (iii) a person who becomes an Acquiring Person solely as a result of the Company repurchasing Common Shares or a share dividend, share split, reverse share split or similar transaction effected by the Company (unless and until such person acquires additional shares, other than in certain specified exempt transactions); (iv) certain stockholders who, inadvertently or without knowledge of the terms of the Purchase Rights Plan, buy shares in excess of 4.899% of the Common Shares and who do not thereafter reduce the percentage of shares owned below 4.9%; and (v) any person that the Board has affirmatively determined, in its sole discretion, prior to the Distribution Date, in light of the intent and purposes of the Purchase Rights Plan or other circumstances facing the Company, shall not be deemed an Acquiring Person.
“Flip-in” Feature. If any person or group of affiliated or associated persons becomes an Acquiring Person, then each Purchase Right (other than Purchase Rights owned by an Acquiring Person, its affiliates, associates or certain transferees, which will become void) will entitle the holder to purchase, at the then current exercise price, Common Shares (or, in certain circumstances, a combination of Common Shares, other securities, cash or other property) having a value of twice the exercise price of the Purchase Right, in effect enabling a purchase at half-price. However, Purchase Rights are not exercisable following such an event until such time as the Purchase Rights are no longer redeemable by the Company as described below.
“Flip-over” Feature. If, at any time after a person or group of affiliated or associated persons becomes an Acquiring Person, the Company engages in a merger or other business combination transaction or series of related transactions in which the Company is not the surviving corporation, the Common Shares are changed or exchanged, or fifty percent (50%) or more of its assets, cash flow or earning power is sold, then each Purchase Right (not previously voided by the occurrence of a Flip-in Event) will entitle the holder to purchase, at the Purchase Right’s then current exercise price, common shares of such Acquiring Person having a value of twice the Purchase Right’s then current exercise price, in effect enabling a purchase at half-price.
Exchange Option. At any time after a person or group of affiliated or associated persons becomes an Acquiring Person and prior to the acquisition by such person or group of fifty percent (50%) or more of the then outstanding Common Shares, the Board may, in lieu of allowing Purchase Rights to be exercised, cause each outstanding Purchase Right (other than Purchase Rights owned by an Acquiring Person, its affiliates, associates or certain transferees, which will become void) to be exchanged for one Common Share or one one-thousandth of a Preferred Share, in each case as adjusted to reflect share splits or similar transactions.
Redemption. The Purchase Rights may be redeemed by the Board, at a price of $0.001 per Purchase Right at any time prior to the earlier of (i) the tenth (10th) business day following a public announcement that a person or group of affiliated or associated persons has become an Acquiring Person or (ii) the final expiration of the Purchase Rights.
Power to Amend. Prior to a Distribution Date, the Company may amend the Purchase Rights Plan in any respect. From and after a Distribution Date, the Board may amend the Purchase Rights Plan in order to (i) cure any ambiguity, (ii) correct or supplement any provision which may be defective or inconsistent with any other provisions, (iii) shorten or lengthen any time period (e.g., the redemption period prior to the Purchase Rights becoming non-redeemable) or (iv) change or supplement the provisions in any manner which the Company may deem necessary or desirable and which does not adversely affect the interests of the holders of certificates representing Purchase Rights. The Purchase Rights Plan, however, may not be amended at such time as the Purchase Rights are not redeemable (other than certain limited technical amendments).
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Expiration. The Purchase Rights will expire on the earliest of (i) 5:00 P.M., New York, New York time, on September 29, 2024 or such later date as may be established by the Board prior to the expiration of the Purchase Rights (the expiration of the Purchase Rights was extended by the Board in September 2019 from September 29, 2019 to September 29, 2024 subject to the requirement to submit such extension for ratification of the holders of Common Shares), (ii) the time at which the rights are redeemed or exchanged pursuant to the Purchase Rights Plan, (iii) the repeal of Section 382 or any successor statute if the Board determines that the Purchase Rights Plan is no longer necessary or desirable for the preservation of Tax Benefits, or (iv) the beginning of a taxable year of the Company to which the Board determines that Tax Benefits may not be carried forward.
Purchase Rights Certificates. Prior to a Distribution Date, the Purchase Rights will be evidenced by, and trade with, the Common Shares and will not be exercisable or transferable apart from the Common Shares. After a Distribution Date, the Purchase Rights Agent would send certificates representing Purchase Rights to shareholders and the Purchase Rights would trade independent of the Common Shares.
No Purchase Rights as a Shareholder; Other Matters. Until a Purchase Right is exercised, the holder of Purchase Rights, as such, is not entitled to any separate rights as a shareholder of the Company (such as voting or dividend rights). Although the distribution of the Purchase 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 Purchase Rights become exercisable for Common Shares (or other consideration) or for common shares of the acquiring company or in the event of the redemption of the Purchase Rights as set forth above.
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| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 9/29/24 | ||||
| 9/29/19 | ||||
| Filed on: | 9/27/19 | DEF 14A, SC 13D/A | ||
| For Period end: | 6/30/19 | |||
| 10/10/16 | ||||
| 9/29/16 | 8-A12B, 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/28/23 Sunlink Health Systems Inc. 10-K 6/30/23 90:11M Donnelley … Solutions/FA 9/28/22 Sunlink Health Systems Inc. 10-K 6/30/22 90:11M ActiveDisclosure/FA 9/27/21 Sunlink Health Systems Inc. 10-K 6/30/21 92:10M ActiveDisclosure/FA 9/29/20 Sunlink Health Systems Inc. 10-K 6/30/20 102:11M ActiveDisclosure/FA |