SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
UNIMED PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 22-1685346
(State of Incorporation (IRS Employer Identification
or Organization) No.)
2150 East Lake Cook Road 60089
Buffalo Grove, Illinois (zip code)
(Address of principal
executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
Common Stock Purchase Rights
Item 1. Description of Registrant's Securities to be
Registered.
Pursuant to a Rights Agreement dated as of June 16, 1997
(the "Rights Agreement") between UNIMED Pharmaceuticals, Inc.
(the "Company") and Harris Trust and Savings Bank., as Rights
Agent (the "Rights Agent") the Company's Board of Directors has
declared a dividend of one right ("Right") to purchase one share
of Common Stock, $.25 par value ("Common Stock") of the Company
for each outstanding share of Common Stock. The dividend is
payable on June 24, 1997 to stockholders of record as of the
close of business on June 20, 1997 (the "Record Date"). Each
Right entitles the registered holder to purchase from the Company
one share of Common Stock at an exercise price of $50.00 (the
"Purchase Price"), subject to adjustment.
The following summary of the principal terms of the Rights
Agreement is a general description only and is subject to the
detailed terms and conditions of the Rights Agreement. A copy of
the Rights Agreement is attached as Exhibit 4.1 to this Current
Report and is incorporated herein by reference.
RIGHTS EVIDENCED BY COMMON STOCK CERTIFICATES
The Rights will not be exercisable until the Distribution
Date (defined below). Certificates for the Rights ("Rights
Certificates") will not be sent to stockholders and the Rights
will attach to and trade only together with the Common Stock.
Accordingly, Common Stock certificates outstanding on the Record
Date will evidence the Rights related thereto, and Common Stock
certificates issued after the Record Date will contain a notation
incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the
Rights), the surrender or transfer of any certificates for Common
Stock, outstanding as of the Record Date, even without notation
or a copy of the Summary of Rights being attached thereto, will
also constitute the transfer of the Rights associated with the
Common Stock represented by such certificate.
DISTRIBUTION DATE
The Rights will separate from the Common Stock, Rights
Certificates will be issued, and the Rights will become
exercisable upon the earlier of: (i) 10 business days following
the first date of public announcement (the "Stock Acquisition
Date") that a person or group of affiliated or associated persons
has acquired, or obtained the right to acquire, after the Record
Date beneficial ownership of 15% or more of the outstanding
Common Stock in a transaction not approved by the Board of
Directors (an "Acquiring Persons@), or (ii) 10 business days
following the commencement of, or announcement of an intention to
make, a tender offer or exchange offer the consummation of which
would result in the beneficial ownership by a person or group of
15% or more of the outstanding Common Stock in a transaction not
approved by the Board of Directors. The earlier of such dates is
referred to as the Distribution Date.
ISSUANCE OF RIGHTS CERTIFICATES; EXPIRATION OF RIGHTS
As soon as practicable following the Distribution Date,
separate Rights Certificates will be mailed to holders of record
of the Common Stock as of the close of business on the
Distribution Date and such separate Rights Certificates alone
will evidence the Rights from and after the Distribution Date.
All Common Stock issued prior to the Distribution Date will be
issued with Rights. Common Stock issued after the Distribution
Date may be issued with Rights if such shares are issued (i) upon
the conversion of any convertible securities issued after
adoption of the Rights Agreement, or (ii) pursuant to the
exercise of stock options or under employee benefit plans or
arrangements unless such issuance would result in (or create a
risk that) such options, plans or arrangements would not qualify
for otherwise available special tax treatment. Except as
otherwise determined by the Board of Directors, no other Common
Stock issued after the Distribution Date will be issued with
Rights. The Rights will expire on the earliest of (i) June 16,
2007 (the "Final Expiration Date"), (ii) redemption or exchange
of the Rights as described below, or (iii) consummation of an
acquisition of the Company satisfying certain conditions by a
person who acquired stock pursuant to a transaction approved by
the Board of Directors as described below.
INITIAL EXERCISE OF THE RIGHTS
Following the Distribution Date, and until one of the
further events described below, holders of the Rights will be
entitled to receive, upon exercise and the payment of $50.00 per
Right, one share of Common Stock. In the event that the Company
does not have sufficient Common Stock available for all Rights to
be exercised, or the Board decides that such action is necessary
and not contrary to the interest of Rights holders, the Company
may instead substitute cash, assets, or other securities for the
Common Stock for which the Rights would have been exercisable
under this provision or as described below.
RIGHT TO BUY COMPANY COMMON STOCK
Unless the Rights are earlier redeemed, in the event that an
Acquiring Person becomes the beneficial owner of 15% or more of
the Common Stock then outstanding (other than pursuant to a
transaction approved by the Board of Directors), then proper
provision will be made so that each holder of a Right which has
not theretofore been exercised (other than Rights beneficially
owned by the Acquiring Person, which will thereafter be void)
will thereafter have the right to receive, upon exercise, Common
Stock (or, in certain circumstances as determined by the Board of
Directors, cash, other property or other securities) having a
value equal to two times the Purchase Price. Rights are not
exercisable following the occurrence of an event described above
until such time as the Rights are no longer redeemable by the
Company as set forth below.
RIGHT TO BUY ACQUIRING COMPANY STOCK
Similarly, unless the Rights are earlier redeemed, in the
event that, after the Stock Acquisition Date, (i) the Company is
acquired in a merger or other business combination transaction,
or (ii) 50% or more of the Company's assets or earning power are
sold (other than in transactions in the ordinary course of
business), proper provision must be made so that each holder of a
Right which has not theretofore been exercised (other than Rights
beneficially owned by the Acquiring Person, which will thereafter
be void) will thereafter have the right to receive, upon
exercise, shares of common stock of the acquiring company having
a value equal to two times the Purchase Price.
BOARD APPROVAL
The Rights will not become exercisable if the tender offer
or acquisition of 15% or more of the Common Stock has been
approved by a majority of the Board of Directors of the Company.
EXCHANGE PROVISION
At any time after any Person becomes an Acquiring Person,
the Board of Directors of the Company may exchange the Rights
(other than Rights owned by the Acquiring Person), in whole or in
part, at an exchange ratio of one share of Common Stock per
Right.
REDEMPTION
At anytime on or prior to the close of business on the
earlier of (i) the 10th business day following the Stock
Acquisition Date, or (ii) the Final Expiration Date, the Company
may redeem the Rights in whole, but not in part, at a price of
$0.01 per Right. Notwithstanding the foregoing, the Company may
not redeem the Rights within 90 days after the date of election
of any new directors to the Company's Board when new directors
shall comprise the majority of members thereof.
ADJUSTMENTS TO PREVENT DILUTION
The Purchase Price payable, the number of Rights, and the
number of shares of Common Stock or other securities issuable
upon exercise of the Rights are subject to adjustment from time
to time in connection with dilutive issuances by the Company as
set forth in the Rights Agreement.
CASH PAID INSTEAD OF ISSUING FRACTIONAL SHARES
No fractional shares of Common Stock will be issued upon
exercise of a Right and in lieu thereof, an adjustment in cash
will be made based on the market price of the Common Stock on the
last trading date prior to the date of exercise.
NO STOCKHOLDERS' RIGHTS PRIOR TO EXERCISE
Until a Right is exercised, the holder thereof, as such,
will have no rights as a stockholder of the Company (other than
any rights resulting from such holder's ownership of Common
Stock), including, without limitation, the right to vote or to
receive dividends.
AMENDMENT OF RIGHTS AGREEMENT
The provisions of the Rights Agreement may be supplemented
or amended by the Board of Directors in any manner prior to the
close of business on the Distribution Date without the approval
of Rights holders. After the Distribution Date, the provisions of
the Rights Agreement may be amended by the Board in order to cure
any ambiguity, defect or inconsistency, to make changes which do
not adversely affect the interests of holders of Rights
(excluding the interests of any Acquiring Person), or to shorten
or lengthen any time period under the Rights Agreement; provided,
however, that no amendment to adjust the time period governing
redemptions shall be made at such time as the Rights are not
redeemable.
CERTAIN ANTI-TAKEOVER EFFECTS
The Rights approved by the Board of Directors are designed
to protect and maximize the value of the outstanding equity
interests in the Company in the event of a coercive attempt by an
acquirer to take over the Company, in a manner or on terms not
approved by the Board of Directors. Takeover attempts frequently
include coercive tactics to deprive the Company's Board of
Directors and its stockholders of any real opportunity to
determine the destiny of the Company. The Rights have been
declared by the Board of Directors to deter such tactics,
including a gradual accumulation of shares in the open market of
a 15% or greater position to be followed by a merger or a partial
or two-tier tender offer that does not treat all stockholders
equally. These tactics unfairly pressure stockholders, squeeze
them out of their investment without giving them any real choice
and deprive them of the full value of their stock.
The Rights are not intended to prevent a takeover of the
Company and will not do so. The Rights may be redeemed by the
Company at $0.01 per Right within 10 business days (or such later
date as may be determined by a majority of the Board of
Directors) after the accumulation of 15% or more of the Company's
stock by a single acquirer or group. Accordingly, the Rights
should not interfere with any merger or business combination
approved by the Board of Directors.
Issuance of the Rights does not in any way weaken the
financial strength of the Company or interfere with its business
plans. The issuance of the Rights themselves has no dilutive
effect, will not affect reported earnings per share, should not
be taxable to the Company or to its stockholders, and will not
change the way in which the Company's stock is presently traded.
The Board of Directors believes that the Rights represent a
sound and reasonable means of addressing the complex issues of
corporate policy created by corporate takeovers.
However, the Rights may have the effect of rendering more
difficult or discouraging an acquisition of the Company deemed
coercive and undesirable by the Board of Directors. The Rights
may cause substantial dilution to a person or group that attempts
to acquire the Company on terms or in a manner not approved by
the Board of Directors, except pursuant to an offer conditioned
upon the negation, purchase or redemption of the Rights.
A copy of the Rights Agreement, including the form of Rights
Certificate and the Summary of Rights, attached thereto as
Exhibits A and B, respectively, is filed as an Exhibit to this
Report and is incorporated herein by reference. A copy of the
Rights Agreement is available to stockholders free of charge from
the Company.
Item 2. Exhibits.
4.1 Rights Agreement dated as of June 16, 1997, between Unimed
Pharmaceuticals, Inc. and Harris Trust and Savings Bank,
including the form of Rights Certificate and Summary of
Rights, attached thereto as Exhibits A and B, respectively.
(Incorporated by reference from Form 8-K Current Report
filed June 20, 1997)
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.
Unimed Pharmaceuticals, Inc.
Registrant
Date: June 20, 1997 By:
Name:
Title:
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