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
May 11, 1995
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(Date of earliest event reported)
ADVANCED TECHNOLOGY LABORATORIES, INC.
(Exact name of registrant as specified in its charter)
Washington 0-15160 91-1353386
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(State or other (Commission (I.R.S. Employer
jurisdiction or File Identification No.)
organization) Number)
22100 Bothell Everett Highway
P.O. Box 3003, Bothell, Washington 98041-3003
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (206) 487-7000
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Item 5. Other Events
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Reincorporation:
On May 11, 1995 Advanced Technology Laboratories, Inc., a
Delaware corporation, changed its legal domicile by merging with and
into ATLI Washington Corporation, a Washington wholly owned subsidiary,
and retained the name Advanced Technology Laboratories, Inc.(the "Company"
or "ATL"). Pursuant to the terms of the merger, the Articles of
Incorporation, Certificate of Designation of Preferred Series A Stock and
Bylaws of ATLI Washington Corporation were deemed to be the charter
documents of the surviving corporation. Reference is made to the Company's
Proxy Statement dated April 3, 1995 for details regarding the
reincorporation merger.
Description of Capital Stock:
Common Stock
ATL's authorized capital includes 50,000,000 shares of common
stock, $.01 par value per share ("ATL Common Stock"). All shares are
entitled to participate equally in dividends. Each shareholder has
one vote for each share registered in the shareholder's name as of the
applicable record date for any matter presented to shareholders. All
shares of ATL Common Stock rank equally on liquidation. Holders of
shares of ATL Common Stock have no preemptive rights and are not
entitled to cumulate votes in the election of directors.
Preferred Stock
ATL's authorized capital also includes 6,000,000 preferred shares
($1.00 par value per share), 500,000 of which have been designated
Series A Preferred Shares ("ATL Series A Preferred Shares"). There
are no preferred shares issued and outstanding. The ATL Board is
authorized to establish the number of shares, designations, relative
rights, preferences and limitations, including voting and conversion
rights, of any future series of preferred shares.
Shareholder Rights Plan
Pursuant to the Amended and Restated Rights Agreement dated as of
June 26, 1992, between ATL and First Chicago Trust Company of New
York, as Rights Agent, as amended (The "Rights Agreement"), holders of
shares of ATL Common Stock currently hold rights to purchase shares of
ATL Series A Preferred Shares exercisable only in certain
circumstances (the "Rights"). The Rights, which are represented by
certificates for ATL Common Stock, currently trade together with the
ATL Common Stock. Each Right, when it becomes exercisable as
described below, will entitle the registered holder to purchase one
one-hundredth (1/100) of an ATL Series A Preferred Share at a price
(the "Purchase Price") equal to four times the average of the high and
low sale prices of the ATL Common Stock as reported on the Nasdaq
National Market for each of the 10 trading days commencing on the
sixth trading day following the Distribution Date (as defined in the
Rights Agreement).
The ATL Series A Preferred Shares issuable upon exercise of the
Rights will not be redeemable. Each ATL Series A Preferred Share will
be entitled to a minimum preferential quarterly dividend payment of
$.01 per share, but will be entitled to an aggregate dividend of 100
times the dividend
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declared per share of ATL Common Stock, if any. In the event of
dissolution, liquidation or winding up of ATL, whether voluntary or
involuntary, the holders of ATL Series A Preferred Shares will be entitled
to a minimum preferential payment of $.01 per share, but will be entitled
to an aggregate preferential payment of 100 times the payment made per
share of ATL Common Stock. Each ATL Series A Preferred Share will have
100 votes, voting together with the ATL Common Stock. Finally, in the
event of any merger, business combination, consolidation or other
transaction in which the ATL Common Stock is exchanged, each ATL Series
A Preferred Share will be entitled to receive 100 times the amount
received per share of ATL Common Stock. Because of the nature of the
ATL Series A Preferred Shares' dividend, liquidation and voting rights,
the value of the one one-hundredth (1/100) interest in an ATL Series
A Preferred Share issuable upon exercise of each Right should approximate
the value of one share of ATL Common Stock. Customary antidilution
provisions are designed to protect that relationship in the event of
certain changes in the ATL Common Stock and the ATL Series A Preferred
Shares. The ATL Series A Preferred Shares are authorized to be issued
in fractions that are an integral multiple of one one-hundredth (1/100)
of an ATL Series A Preferred Share. ATL may, but is not required to,
issue fractions of shares upon the exercise of Rights, and, in lieu of
fractional shares, ATL may utilize a depository arrangement as
provided by the terms of the ATL Series A Preferred Shares and, in the
case of fractions other than one one-hundredth (1/100) of an ATL
Series A Preferred Share or integral multiples thereof, may make a
cash payment based on the market price of such shares.
Until the earlier of (i) such time as ATL learns that a person or
group (including any affiliate or associate of such person or group)
has acquired, or has obtained the right to acquire, beneficial
ownership of 15% or more of the outstanding ATL Common Stock, (such
person or group being an "Acquiring Person") and (ii) such date, if
any, as may be designated by the ATL Board following the commencement
of, or first public disclosure of an intent to commence, a tender or
exchange offer for outstanding ATL Common Stock that could result in
the offeror becoming the beneficial owner of 15% or more of the
outstanding ATL Common Stock (the earlier of such dates, subject to
certain exceptions, being the "Separation Date"), the Rights will be
evidenced by certificates for ATL Common Stock registered in the names
of the holders thereof (which certificates for ATL Common Stock will
also be deemed to be Right Certificates, as defined herein), not by
separate Right Certificates. Therefore, until the Separation Date,
the Rights will be transferred with and only with the ATL Common
Stock.
As soon as practicable following the Separation Date, separate
certificates evidencing the Rights ("Right Certificates") will be
mailed to holders of record of ATL Common Stock as of the close of
business on the Separation Date (and to each initial record holder of
certain ATL Common Stock originally issued after the Separation Date),
and such separate Right Certificates alone will thereafter evidence
the Rights.
The Rights are not exercisable until the Separation Date and will
expire on June 30, 2002, (the "Expiration Date"), unless earlier
redeemed or canceled by ATL, as described below.
The number of ATL Series A Preferred Shares or other securities
issuable upon exercise of a Right, the Purchase Price, the Redemption
Price (as defined herein) and the number of Rights associated with
each outstanding share of ATL Common Stock are all subject to
adjustment by the ATL Board in the event of any change in the ATL
Common Stock or the ATL Series A Preferred Shares, whether by reason
of stock dividends, stock splits, recapitalizations, mergers,
consolidations, combinations or exchanges of securities, split-ups,
split-offs, liquidations, other similar changes in capitalization, any
distribution or issuance of cash, assets, evidences of indebtedness or
subscription rights, options or warrants to holders of ATL Common
Stock or ATL Series A Preferred Shares, as the case may be (other than
the Rights or regular quarterly cash dividends), or otherwise.
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In the event a person becomes an Acquiring Person, the Rights
will entitle each holder of a Right (other than those held by an
Acquiring Person (or any affiliate or associate of such Acquiring
Person)) to purchase, for the Purchase Price, that number of one one-
hundredth (1/100) of an ATL Series A Preferred Share equivalent to the
number of shares of ATL Common Stock that at the time of the
transaction would have a market value of twice the Purchase Price.
Any Rights that are at any time beneficially owned by an Acquiring
Person (or any affiliate or associate of an Acquiring Person) will be
null and void and nontransferable and any holder of any such Right
(including any purported transferee or subsequent holder) will be
unable to exercise or transfer any such Right.
After there is an Acquiring Person the ATL Board may elect to
exchange each Right (other than Rights that have become null and void
and nontransferable as described above) for consideration per Right
consisting of one-half of the securities that would be issuable at
such time upon the exercise of one Right pursuant to the terms of the
Rights Agreement, and without payment of the Purchase Price.
In the event ATL is acquired in a merger by, or other business
combination with, or 50% or more of its assets or assets representing
50% or more of its earning power are sold, leased, exchanged or
otherwise transferred (in one or more transactions) to a publicly
traded corporation, each Right will entitle its holder (subject to the
next paragraph) to purchase, for the Purchase Price, that number of
common shares of such corporation that at the time of the transaction
would have a market value of twice the Purchase Price. In the event
ATL is acquired in a merger by, or other business combination with, or
50% or more of its assets or assets representing 50% or more of the
earning power of ATL are sold, leased, exchanged or otherwise
transferred (in one or more transactions) to an entity that is not a
publicly traded corporation, each Right will entitle its holder
(subject to the next paragraph) to purchase, for the Purchase Price,
at such holder's option, (i) that number of shares of the surviving
corporation in the transaction with such entity (which surviving
corporation could be ATL) that at the time of the transaction would
have a book value of twice the Purchase Price, (ii) that number of
shares of such entity that at the time of the transaction would have a
book value of twice the Purchase Price, or (iii) if such entity has an
affiliate that has publicly traded common shares, that number of
common shares of such affiliate that at the time of the transaction
would have a market value of twice the Purchase Price.
At any time prior to the earlier of (i) such time as a person
becomes an Acquiring Person and (ii) the Expiration Date, the ATL
Board may redeem the Rights in whole, but not in part, at a price (in
cash or ATL Common Stock or other securities of ATL deemed by the ATL
Board to be at least equivalent in value) of $.01 per Right, subject
to adjustment as provided in the Rights Agreement (the "Redemption
Price"); provided, however, that for the 120-day period after any date
of a change (resulting from a proxy or consent solicitation) in a
majority of the ATL Board in office at the commencement of such
solicitation, the Rights may only be redeemed if (A) there are
directors then in office who were in office at the commencement of
such solicitation and (B) the ATL Board, with the concurrence of a
majority of such directors then in office, determines that such
redemption is, in its judgment, in the best interests of ATL and its
shareholders. Immediately upon the action of the ATL Board electing
to redeem the Rights, ATL will make an announcement thereof, and, upon
such election, the right to exercise the Rights will terminate and the
only right of the holders of Rights will be to receive the Redemption
Price.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a shareholder of ATL, including, without limitation,
the right to vote or to receive dividends.
At any time prior to the Separation Date, ATL may, without the
approval of any holder of the Rights, supplement or amend any
provision of the Rights Agreement (including the date on which the
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Separation Date would occur, the time during which the Rights may be
redeemed or the terms of the ATL Series A Preferred Shares), except
that no supplement or amendment shall be made that reduces the
Redemption Price (Other than pursuant to certain adjustments therein),
provides for an earlier Expiration Date or makes certain changes to
the definition of Acquiring Person. However, for the 120-day period
after any date of a change (resulting from a proxy or consent
solicitation) in a majority of the ATL Board in office at the
commencement of such solicitation, the Rights Agreement may be
supplemented or amended only if (A) there are directors then in office
who were in office at the commencement of such solicitation and (B)
the ATL Board, with the concurrence of a majority of such directors
then in office, determines that such supplement or amendment is, in
its judgment, in the best interests of ATL and its shareholders.
The Rights have certain antitakeover effects. The Rights will
cause substantial dilution to a person or group that attempts to
acquire ATL without conditioning the offer on substantially all the
Rights being acquired. The Rights will not interfere with any merger
or other business combination approved by the ATL Board since the ATL
Board may, at its option, at any time prior to any person becoming an
Acquiring Person, redeem all but not less than all the then
outstanding Rights at the Redemption Price.
FDA Advisory Committee Panel Recommends Approval of PMA Application
On December 11, 1995 a U.S. Food and Drug Administration (FDA)
Advisory Committee Panel voted unanimously to recommend FDA approval,
under certain conditions, of the pre-market approval (PMA) application
of ATL which would allow a new clinical application of ultrasound, in
conjunction with mammography, to provide a high level of confidence in
differentiating benign from malignant or suspicious breast lesions,
and thereby reduce the need for breast biopsy. The FDA usually
follows the recommendation of its Advisory Committee Panel but is not
obliged to do so. A final determination on approval of the PMA is
expected in early 1996.
Item 7. Exhibits
c. Exhibits
3.1(a) Articles of Incorporation.
3.1(b) Certificate of Designation of Series A
Participating Cumulative Preferred Stock.
3.2 Bylaws.
20 ATL Press Release dated December 11, 1995.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act
of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
ADVANCED TECHNOLOGY
LABORATORIES, INC.
DATE: January 10, 1996 BY: /s/ W. Brinton Yorks, Jr.
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W. Brinton Yorks, Jr.
Vice President, General
Counsel and Secretary
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EXHIBIT INDEX
Exhibit
Number Exhibit
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3.1(a) Articles of Incorporation
3.1(b) Certificate of Designation of Series A
Participating Cumulative Preferred Stock
3.2 Bylaws.
20 ATL Press Release dated December 11, 1995