SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
Amendment No. 4
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
iKang Healthcare Group, Inc.
(Exact name of registrant as specified in its charter)
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Cayman Islands |
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Not Applicable |
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(State of incorporation or organization) |
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(IRS Employer |
B-6F, Shimao Tower
92A Jianguo Road
Chaoyang District, Beijing 100022
People’s Republic of China
(Address of principal executive offices)
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If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. x |
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If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. o |
Securities Act registration statement file number to which this form relates:
(if applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Name of each exchange on |
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Stock Purchase Rights |
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NASDAQ Stock Market |
Securities to be registered pursuant to Section 12(g) of the Act:
None.
(Title of Class)
EXPLANATORY NOTE
This Amendment No. 4 to Form 8-A amends and supplements the Registration Statement on Form 8-A filed by iKang Healthcare Group, Inc., a company incorporated under the laws of the Cayman Islands (the “Company”), with the Securities and Exchange Commission (the “SEC”) on December 3, 2015, as amended by the Amendment No. 1 to Form 8-A filed by the Company with the SEC on November 30, 2016, the Amendment No. 2 to Form 8-A filed by the Company with the SEC on November 29, 2017 and the Amendment No. 3 to Form 8-A filed by the Company with the SEC on March 28, 2018 (including the exhibits thereto, the “Form 8-A”). Capitalized terms used without definition herein shall have the meaning set forth in the Rights Agreement, dated December 2, 2015 (the “Original Rights Agreement”), between the Company and American Stock Transfer & Trust Company, L.L.C., as Rights Agent (the “Rights Agent”), as it was amended by the Amendment No. 1 to Rights Agreement, dated as of November 28, 2016 (the “Amendment No. 1”), the Amendment No. 2 to Rights Agreement, dated as of November 29, 2017 (the “Amendment No. 2”), the Amendment No. 3 to Rights Agreement, dated as of March 26, 2018 (the “Amendment No. 3”) and the Amendment No. 4 to Rights Agreement, dated as of May 29, 2018 (the “Amendment No. 4” and, together with the Original Rights Agreement and the Amendment No. 1, Amendment No. 2 and Amendment No. 3, the “Rights Agreement”).
Item 1. Description of Registrant’s Securities to be Registered.
Item 1 of the Form 8-A is amended and supplemented by adding the following:
On May 29, 2018, the Company entered into the Amendment No. 1 to the Agreement and Plan of Merger (the “Merger Agreement Amendment No. 1”) with IK Healthcare Investment Limited, IK Healthcare Merger Limited and iKang Healthcare Group, Inc. to amend the Agreement and Plan of Merger, dated as of March 26, 2018 (as amended by Merger Agreement Amendment No. 1, the “Amended Merger Agreement”). Pursuant to the Merger Agreement Amendment No. 1, Boyu Capital Fund III, L.P. will join the affiliates of Yunfeng Capital and Alibaba Group Holding Limited as a sponsor and provide equity financing for the transactions contemplated by the Amended Merger Agreement. The Company and the Rights Agent entered into the Amendment No. 4 to render the Rights Agreement inapplicable to the Amended Merger Agreement and the transactions contemplated thereby.
The foregoing summary of Amendment No. 4 does not purport to be complete and is qualified in its entirety by reference to (i) the Original Rights Agreement, which was filed as Exhibit 4.1 to the Current Report on Form 6-K filed with the SEC on December 3, 2015, (ii) the Amendment No. 1, which was filed as Exhibit 4.1 to the Current Report on Form 6-K filed with the SEC on November 30, 2016, (iii) the Amendment No. 2, which was filed as Exhibit 4.1 to the Current Report on Form 6-K filed with the SEC on November 29, 2017, (iv) the Amendment No. 3, which was filed as Exhibit 4.1 to the Current Report on Form 6-K filed with the SEC on March 28, 2018, and (v) the Amendment No. 4, which was filed as Exhibit 4.1 to the Current Report on Form 6-K filed with the SEC on May 29, 2018, each of which is incorporated herein by reference.
Item 2. Exhibits.
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Exhibit No. |
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Description |
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4.1 |
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Rights Agreement, dated as of December 2, 2015 (the “Rights Agreement”), between iKang Healthcare Group, Inc. and American Stock Transfer & Trust Company, L.L.C., as Rights Agent (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 6-K, filed on December 3, 2015). |
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4.2 |
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Amendment No. 1 to Rights Agreement, dated as of November 28, 2016, between iKang Healthcare Group, Inc. and American Stock Transfer & Trust Company, L.L.C., as Rights Agent (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 6-K, filed on November 30, 2016). |
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4.3 |
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Amendment No. 2 to Rights Agreement, dated as of November 29, 2017, between iKang Healthcare Group, Inc. and American Stock Transfer & Trust Company, L.L.C., as Rights Agent (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 6-K, filed on November 29, 2017). |
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4.4 |
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Amendment No. 3 to Rights Agreement, dated as of March 26, 2018, between iKang Healthcare Group, Inc. and American Stock Transfer & Trust Company, L.L.C., as Rights Agent (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 6-K, filed on March 28, 2018). |
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4.5 |
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Amendment No. 4 to Rights Agreement, dated as of May 29, 2018, between iKang Healthcare Group, Inc. and American Stock Transfer & Trust Company, L.L.C., as Rights Agent (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 6-K, filed on May 29, 2018). |
EXHIBIT INDEX
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Exhibit No. |
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Description |
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4.1 |
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Rights Agreement, dated as of December 2, 2015 (the “Rights Agreement”), between iKang Healthcare Group, Inc. and American Stock Transfer & Trust Company, L.L.C., as Rights Agent (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 6-K, filed on December 3, 2015). |
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4.2 |
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Amendment No. 1 to Rights Agreement, dated as of November 28, 2016, between iKang Healthcare Group, Inc. and American Stock Transfer & Trust Company, L.L.C., as Rights Agent (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 6-K, filed on November 30, 2016). |
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4.3 |
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Amendment No. 2 to Rights Agreement, dated as of November 29, 2017, between iKang Healthcare Group, Inc. and American Stock Transfer & Trust Company, L.L.C., as Rights Agent (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 6-K, filed on November 29, 2017). |
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4.4 |
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Amendment No. 3 to Rights Agreement, dated as of March 26, 2018, between iKang Healthcare Group, Inc. and American Stock Transfer & Trust Company, L.L.C., as Rights Agent (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 6-K, filed on March 28, 2018). |
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4.5 |
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Amendment No. 4 to Rights Agreement, dated as of May 29, 2018, between iKang Healthcare Group, Inc. and American Stock Transfer & Trust Company, L.L.C., as Rights Agent (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 6-K, filed on May 29, 2018). |
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, thereunto duly authorized.
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IKANG HEALTHCARE GROUP, INC. | ||
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By |
/s/ Yang Chen | |
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Name: |
Yang Chen |
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Title: |
Chief Financial Officer |
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Date: May 29, 2018 |
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