UNITED STATES
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
NEIGHBORCARE, INC.
(Exact Name of Registrant as Specified in its Charter)
PENNSYLVANIA 06-1132947
(State of Incorporation or Organization) (IRS Employer
Identification Number)
601 EAST PRATT STREET
BALTIMORE, MARYLAND 21202
(Address of Principal Executive (Zip Code)
Offices)
If this form relates to the If this form relates to the
registration of a class registration of a class of
of securities pursuant to securities pursuant to Section 12 (g)
Section 12 (b) of the Exchange Act of the Exchange Act and is effective
and is effective pursuant to General pursuant to General Instruction A.(d),
Instruction A.(c), please check the following box: [ ]
please check the following box: [ ]
Securities Act registration statement file number to which this form relates:
000-33217
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 None
Securities to be registered pursuant to Section 12(g) of the Act:
PREFERRED SHARE PURCHASE RIGHTS
(Title of Each Class)
ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
Reference is hereby made to the Registration Statement on Form 8-A (File No.
000-33217) filed by NeighborCare, Inc. ("NeighborCare") with the Securities and
Exchange Commission on November 18, 2003 relating to the Rights Agreement
between NeighborCare, Inc. (the "Company") and StockTrans, Inc. (the "Rights
Agent"), dated as of November 18, 2003 (the "Form 8-A"). The description of the
Rights Agreement included in the Form 8-A is hereby incorporated by reference
into this Form 8-A/A. A copy of the Rights Agreement is included as Exhibit 4.1
and is incorporated by reference herein.
In connection with the Company's execution of the Merger Agreement (as defined
below) the Company entered into Amendment No. 1 (the "Amendment") to the Rights
Agreement for the purpose of amending the Rights Agreement to render it
inapplicable to the Agreement and Plan of Merger (the "Merger Agreement"), dated
as of July 6, 2005, among the Company, Omnicare, Inc., a Delaware corporation
and Nectarine Acquisition Corp., a Delaware corporation and wholly owned
subsidiary of Omnicare, Inc., the Offer and the other transactions contemplated
in the Merger Agreement. The Amendment became effective on July 6, 2005,
concurrent with the execution of the Merger Agreement. The foregoing description
of the Amendment is qualified in its entirety by reference to the Amendment, a
copy of which is included as Exhibit 4.2 hereto and is incorporated by reference
herein.
ITEM 2. EXHIBITS.
4.1 Rights Agreement, dated as of November 18, 2003, between Genesis
Health Ventures, Inc. and StockTrans, Inc., which includes the form of
Right Certificate as Exhibit B and the Summary of Rights to Purchase
Preferred Shares as Exhibit C (Incorporated herein by reference to the
Company's Form 8-A filed on November 18, 2003).
4.2 Amendment No. 1 to Rights Agreement, dated as of July 5, 2005, between
the Company and StockTrans, Inc., as Rights Agent (Incorporated herein
by reference to Exhibit (a) (40) to Amendment No. 19 to the Schedule
14d-9 filed by NeighborCare, Inc. on July 8, 2005).
-2-
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, thereto duly authorized.
Dated: July 11, 2005 NEIGHBORCARE, INC.
By: /s/ John Gaither
---------------------------------
Name: John Gaither
Title: Senior Vice President, General
Counsel, and Secretary
-3-
EXHIBIT LIST
4.1 Rights Agreement, dated as of November 18, 2003, between Genesis Health
Ventures, Inc. and StockTrans, Inc., which includes the form of Right
Certificate as Exhibit B and the Summary of Rights to Purchase Preferred
Shares as Exhibit C (Incorporated herein by reference to the Company's Form
8-A filed on November 18, 2003).
4.2 Amendment No. 1 to Rights Agreement, dated as of July 5, 2005, between the
Company and StockTrans, Inc., as Rights Agent (Incorporated herein by
reference to Exhibit (a) (40) to Amendment No. 19 to the Schedule 14d-9
filed by NeighborCare, Inc. on July 8, 2005).
-4-