-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K5zaH0dP9HFkV0aPt1iwBdZvZEozYpwW+T+qeCl108Oy75SY9xtcOOzVBln3Xtx0 X7fcHqU3qjYmKvbNxXKu5A== 0000950130-96-003333.txt : 19960827 0000950130-96-003333.hdr.sgml : 19960827 ACCESSION NUMBER: 0000950130-96-003333 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960807 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960826 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHYSICIANS HEALTH SERVICES INC CENTRAL INDEX KEY: 0000867098 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HEALTH SERVICES [8000] IRS NUMBER: 061116976 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21098 FILM NUMBER: 96620595 BUSINESS ADDRESS: STREET 1: 120 HAWLEY LANE STREET 2: 1243 BROADRICK DRIVE CITY: TRUMBULL STATE: CT ZIP: 06611 BUSINESS PHONE: 2033816400 8-K 1 FORM 8-K 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) August 7, 1996 ----------------------------- Physicians Health Services, Inc. ----------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-21098 06-1116976 ----------------------------------------------------------------------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 120 Hawley Lane, Trumbull, Connecticut 06611 ------------------------------------------------------------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (203) 381-6400 ----------------------- Not Applicable - ------------------------------------------------------------------------------- (Former name or former address, if changed since last report) - 2 - Item 5. Other Events - -------- ------------ On August 7, 1996, Physicians Health Services, Inc. ("PHS") and The Guardian Life Insurance Company of America ("Guardian") agreed to amend the Confidentiality Agreement between them dated June 28, 1995, which limited Guardian's ability to acquire more than five per cent (5%) of the issued and outstanding shares of PHS Class A Common Stock by agreeing to permit Guardian to make open market purchases of PHS Class A Common Stock from August 5, 1996 through December 30, 1996. Guardian presently holds a warrant which entitles it to acquire up to one million shares of PHS Class A Common Stock at a price of $32.43 a share (the "Warrant Price"). Guardian has agreed that the amount of shares it may acquire under the warrant shall be reduced on a pro rata basis by -------- the amount of any shares it acquired through such open market purchases. If, on December 30, 1996, PHS Class A Common Stock is still below the Warrant Price, PHS will offer to sell to Guardian sufficient shares of its Class A Common Stock to enable Guardian to purchase at the Warrant Price a number of shares equal to such number of shares as then could be purchased pursuant to the warrant (as reduced pursuant to the terms of the agreement dated August 7, 1996). Such purchase will be at the sole option of Guardian. The remaining portion of the Guardian Warrant, whether exercised or not, will be extinguished as of December 31, 1996. If PHS Common Stock is above the Warrant Price on December 31, 1996, Guardian's rights under the warrant to purchase up to one million shares, as reduced by any open market purchases as described above, will continue in full force subject to the original terms and conditions of the Warrant Agreement dated November 28, 1995. - 3 - Item 7. Financial Statements and Exhibits - ------- --------------------------------- Exhibit Number Description of Exhibit - -------------- ---------------------- 5.1 Agreement dated August 7, 1996 between Physicians Health Services, Inc. and The Guardian Life Insurance Company of America. -4- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PHYSICIANS HEALTH SERVICES, INC. By: /s/ Regina M. Campbell --------------------------- Regina M. Campbell Senior Vice President and Chief Administrative Officer Date: August 26, 1996 EXHIBIT INDEX ------------- EXHIBIT SEQUENTIAL NUMBER DESCRIPTION OF EXHIBIT PAGE - ------ ---------------------- ---- 5.1 Agreement dated August 7, 1996 between Physicians Health Services Inc., and The Guardian Life Insurance Company of America. EX-5.1 2 AGREEMENT DATED AUGUST 1996 EXHIBIT 5.1 AGREEMENT This Agreement Dated August 7, 1996 is made by and between Physicians Health Services, Inc., with offices at 120 Hawley Lane, Turnbull, Connecticut ("PHS") and The Guardian Life Insurance Company of America with offices at 201 Park Avenue South, New York, New York (the "Guardian"): In consideration of the mutual premises and agreements set forth herein and the receipt of due consideration the sufficiency and receipt of which is hereby acknowledged, the parties hereto hereby agree as follows: 1. PHS agrees to remove the 5% limit imposed by the present standstill agreement between PHS and the Guardian and to permit the Guardian to make open market purchases from August 5, 1996 through December 30, 1996. 2. The Guardian's presently held Warrant will be reduced pro rata as open market purchases are executed. 3. If, on December 30, 1996, PHS common stock is still below the warrant price, PHS will make available sufficient shares to complete the Guardian's purchase program of one million (1,000,000) shares at the warrant price of $32.43 per share. Such purchase will be at the option of the Guardian. The remaining portion of the Guardian warrant whether exercised or not will be extinguished as of December 31, 1996. 4. If PHS common stock is above the $32.43 warrant price on December 31, 1996, the remaining portion of the Guardian warrant will continue in force and outstanding subject to the original terms and conditions as originally contained in the agreement. IN WITNESS WHEREOF. the parties hereto have set their hand as of the date and year first above written. PHYSICIANS HEALTH SERVICES, INC. By: /s/ Regina M. Campbell ----------------------- Name: Regina M. Campbell Title: Senior Vice President, Chief Administrative Officer THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA By: /s/ Edward K. Kane -------------------- Name: Edward K. Kane Title: Senior Vice President, and General Council -----END PRIVACY-ENHANCED MESSAGE-----