CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 19, 2006
(Exact Name of Registrant as Specified in Charter)
| Delaware (State or Other Jurisdiction of Incorporation) |
000-19364 (Commission File Number) |
62-1117144 (I.R.S. Employer Identification No.) |
| 3841 Green Hills Village Drive Nashville, Tennessee (Address of Principal Executive Offices) |
37215 (Zip Code) |
| (615) 665-1122
(Registrant’s telephone number, including area code) |
| Not Applicable
(Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 3.03 Material Modification to Rights of Security Holders
Item 9.01 Financial Statements and Exhibits
Item 3.03 Material Modification to Rights of Security Holders.
On July 19, 2006, the
Company amended its Rights Agreement, as amended, dated as of June 19, 2000,
between the Company and SunTrust Bank (the “Rights Agreement”). Each preferred
share purchase right issued under the Rights Agreement, when exercisable, entitles the
holder to purchase from the Company 1/100th of a share of the Company’s
Series A Preferred Stock. Amendment No. 2 to the Rights Agreement appoints National City Bank
as the Company’s new Rights Agent and provides, among other things, that the Rights
Agent shall be liable only for its gross negligence, bad faith or willful misconduct and
that the reasonable costs and expenses of enforcing the Rights Agent’s
indemnification rights shall be paid by the Company.
The
foregoing description of the amendment to the Rights Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the Amendment
to the Rights Agreement, which is filed as Exhibit 4.1 hereto and is incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit 4.1 Amendment No. 2 to Rights Agreement dated as of July 19, 2006, between the Company and National City Bank. |
SIGNATURE
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.
| Healthways, Inc. /s/ Mary A. Chaput Mary A. Chaput Chief Financial Officer |
Date: July 19, 2006
Exhibit Index
| Exhibit No.
|
Description |
|---|---|
| 4.1 | Amendment No. 2 to Rights Agreement dated as of July 19, 2006, between the Company and National City Bank |