Document/Exhibit Description Pages Size
1: 8-K Form 8-K Dated March 22,1999 6 22K
2: EX-4 Rights Agreement Dated March 22,1999 46 191K
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): March 22, 1999
AMERICAN SHARED HOSPITAL SERVICES
(Exact name of registrant as specified in its charter)
[Download Table]
CALIFORNIA 001-08789 942918118
(State of other jurisdiction (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
4 EMBARCADERO CENTER SUITE 3620
SAN FRANCISCO, CA 94111
(Address of principal executive offices)
(415) 788-5300
(Registrant's telephone number,
including area code)
Item 5. Other Events.
On March 22, 1999 the Board of Directors of American Shared
Hospital Services (the "Company") declared a dividend distribution of one Right
for each outstanding share of the Company's common stock, no par value ("Common
Stock"), to shareholders of record at the close of business on April 1, 1999.
Each Right entitles the registered holder to purchase from the Company
one-thousandth of one share of Common Stock at a purchase price (the "Purchase
Price") of $8.00 per whole share of Common Stock (equivalent to $0.008 for each
one-thousandth of one share of Common Stock), subject to adjustment. The
description and terms of the Rights are set forth in a Rights Agreement (the
"Rights Agreement") dated as of March 22, 1999 between the Company and American
Stock Transfer & Trust Company, as 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. The Rights will separate from the Common Stock and the
Distribution Date will occur upon the earlier of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") has acquired, or obtained the right to acquire, beneficial
ownership of 15% or more of the outstanding shares of Common Stock (the "Stock
Acquisition Date"), or (ii) 10 business days (or such later date as may be
determined by action of the Board of Directors prior to such time as any person
or group becomes an Acquiring Person) following the commencement of a tender
offer or exchange offer, which, if consummated, would result in a person or
group becoming an Acquiring Person.
The Rights Agreement exempts from the definition of "Acquiring
Person" Ernest A. Bates, M.D., his estate and any trust or other estate planning
vehicle for Dr. Bates or his relations by blood or marriage.
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 April 1,
1999 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.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on April 1, 2009, unless earlier redeemed by the
Company as described below.
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 provided in
the Rights Agreement, only shares of Common Stock issued prior to the
Distribution Date will be issued with Rights.
2
In the event that, at any time following the Distribution Date, a
person or group becomes an Acquiring Person, each holder of a Right will
thereafter have the right to receive, upon exercise, Common Stock at a 50%
discount from the then current market price. If an insufficient number of shares
of Common Stock is authorized for issuance, then the Board would be required to
substitute cash, property or other securities of the Company for the Common
Stock. 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 in this paragraph until such
time as the Rights are no longer redeemable by the Company as set forth below.
For example, at an exercise price of $0.008 per Right, the holder of
1,000 Rights not owned by an Acquiring Person (or by certain related parties)
following an event set forth in the preceding paragraph would be entitled
thereby to purchase $8.00 worth of Common Stock (or other consideration, as
noted above) at a purchase price per share equal to 50% of the then current
market price of a share of Common Stock. Assuming that the Common Stock had a
per share value of $8.00 at such time, the holder of 1,000 valid Rights would be
entitled to purchase one share of Common Stock for $4.00.
In the event that, at any time following the Stock Acquisition Date,
(i) the Company is acquired in a merger or other business combination
transaction in which the Company is not the surviving corporation, or (ii) 50%
or more of the Company's assets or earning power is sold or transferred, each
holder of a Right (except Rights which previously have been voided as set forth
above) shall thereafter have the right to receive, upon exercise, common stock
of the acquiring company at a 50% discount from the then current market price of
such common stock. The events set forth in this paragraph and in the second
preceding paragraph are referred to as the "Triggering Events."
The purchase price payable, and the number of shares of Common Stock or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (i) in the event of stock
dividend on, or a subdivision, combination or reclassification of, the shares of
Common Stock, (ii) if holders of the Common Stock are granted certain rights,
options or warrants to subscribe for Common Stock or convertible securities at
less than the current market price of the Common Stock, or (iii) upon the
distribution to holders of the Common Stock of evidences of indebtedness or
assets (excluding cash dividends) or of subscription rights or warrants (other
than those referred to above).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price. No fractional shares of Common Stock will be issued. In lieu thereof,
there shall be paid to registered holders of Rights Certificates an amount in
cash based on the market price of the shares of Common Stock on the last trading
day prior to the date of exercise.
3
At any time after any person or group becomes an Acquiring Person and
prior to the acquisition by such person or group of 50% or more of the
outstanding shares of Common Stock, the Board of Directors of the Company may
exchange the Rights (other than Rights owned by such person or group which will
have become void), in whole or in part, at an exchange ratio of one share of
Common Stock (or other equity securities of the Company having equivalent
rights, preferences and privileges), per Right (subject to adjustment).
In general, the Company may redeem the Rights in whole, but not in
part, at a price of $.01 per Right (subject to adjustment and payable in cash,
Common Stock or other consideration deemed appropriate by the Board of
Directors) at any time until ten days following the Stock Acquisition Date.
Immediately upon the action of the Board of Directors authorizing any
redemption, the Rights will terminate and the only right of the holders of
Rights will be to receive the redemption price.
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
result in the recognition of taxable income by shareholders or the Company,
shareholders may, depending upon the circumstances, recognize taxable income
after a Triggering Event.
The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights, including an amendment
to lower certain thresholds described above to not less than the greater of (i)
the sum of .001% and the largest percentage of the outstanding shares of Common
Stock then known to the Company to be beneficially owned by any person or group
of affiliated or associated persons and (ii) 10%, except that from and after
such time as any person or group of affiliated or associated persons becomes an
Acquiring Person no such amendment may adversely affect the interests of the
holders of the Rights.
A copy of the Rights Agreement is available free of charge from the
Company. This description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement, which is
incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
No financial statements or pro forma financial information are
required to be filed as part of this report. The exhibit filed as part of this
report is listed in the exhibit index hereto.
4
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
Date: March 31, 1999 AMERICAN SHARED HOSPITAL SERVICES
By /s/ Ernest A. Bates, M.D.
---------------------------------
Ernest A. Bates, M.D.
Chairman of the Board and Chief
Executive Officer
5
EXHIBIT INDEX
NUMBER AND DESCRIPTION OF EXHIBIT*
[Download Table]
Sequential
Ex. No. Description Page No.
------- ----------- --------
1 None
2 None
4 Rights Agreement dated as of March 22, 1999 between
American Shared Hospital Services and American Stock
Transfer & Trust Company, as Rights Agent.
16 None
17 None
20 None
23 None
24 None
27 None
---------------------
*Exhibits not listed are inapplicable.
6
Dates Referenced Herein and Documents Incorporated by Reference
↑Top
Filing Submission 0000950149-99-000623 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Thu., May 2, 10:16:08.1pm ET 
