SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Agouron Pharmaceuticals, Inc.
(Exact name of registrant as specified
in its charter)
California 33-0061928
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
10350 North Torrey Pines Road, Suite 100, La Jolla, California 92037
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None N/A
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box. / /
If this Form relates to the registration of a class of debt securities and is
to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. / /
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights (the "Rights")
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Item 1. Description of Registrant's Securities to be Registered.
On November 7, 1996 the Board of Directors of Agouron Pharmaceuticals,
Inc. (the "Company") declared a dividend distribution of one Right for each
outstanding share of common stock, no par value (the "Common Stock"), of the
Company to shareholders of record at the close of business on November 21,
1996 (the "Record Date"). Except as set forth below, each Right, when
exercisable, entitles the registered holder to purchase from the Company one
one-ten thousandth share of a new series of preferred stock, designated as
Series B Participating Preferred Stock, no par value (the "Preferred Stock"),
at a price of $500.00 per share (the "Purchase Price"), subject to
adjustment. The description and terms of the Rights are set forth in a
Rights Agreement (the "Rights Agreement") between the Company and Chase
Mellon Shareholder Services, L.L.C., as Rights Agent.
Initially, the Rights will be attached to all Common Stock certificates
representing shares then outstanding, and no separate Rights certificates
will be distributed. The Rights will separate from the Common Stock and a
Distribution Date will occur upon the earliest of (a) public announcement
that a Person or group of affiliated or associated Persons (an "Acquiring
Person") has acquired, or obtained the right to acquire beneficial ownership
of securities having fifteen percent (15%) or more of the voting power of all
outstanding voting securities of the Company or (b) ten (10) days (unless
such date is extended by the Board of Directors) following the commencement
of (or a public announcement of an intention to make) a tender offer or
exchange offer which would result in any Person or group and related Persons
becoming an Acquiring Person.
Until the Distribution Date the Rights will be evidenced, with respect
to any of the Common Stock certificates outstanding as of the Record Date, by
such Common Stock certificate together with this Summary of Rights. The
Rights Agreement provides that, until the Distribution Date, the Rights will
be transferred with and only with Common Stock certificates. From as soon as
practicable after the Record Date and until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Stock certificates issued
after the Record Date upon transfer or new issuance of the Common Stock will
contain a notation incorporating the Rights Agreement by reference. Until
the Distribution Date (or earlier redemption or expiration of the Rights),
the surrender for transfer of any certificates for Common Stock outstanding
as of the Record Date (with or without this Summary of Rights attached) will
also constitute the transfer of the Rights associated with the Common Stock
represented by such certificate. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("Rights
Certificates") will be mailed to holders of record of the Common Stock as of
the close of business on the Distribution Date, and the separate Rights
Certificates alone will evidence the Rights.
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The Rights are not exercisable until the Distribution Date. The Rights
will expire on the earliest of (a) November 21, 2006, (b) consummation of a
merger transaction with a Person or group who acquired Common Stock pursuant
to a Permitted Offer (as defined below), and is offering in the merger the
same price per share and form of consideration paid in the Permitted Offer,
or (c) redemption or exchange of the Rights by the Company as described
below.
The Purchase Price payable, and the number of shares of Preferred Stock
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event
of a stock dividend on, or a subdivision, combination or reclassification of
the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of
certain rights or warrants to subscribe for Preferred Stock, certain
convertible securities or securities having the same or more favorable
rights, privileges and preferences as the Preferred Stock at less than the
current market price of the Preferred Stock, or (iii) upon the distribution
to holders of the Preferred Stock of evidences of indebtedness or assets
(excluding regular quarterly cash dividends out of earnings or retained
earnings) or of subscription rights or warrants (other than those referred to
above).
In the event that, after the first date of public announcement by the
Company or an Acquiring Person that an Acquiring Person has become such, the
Company is involved in a merger or other business combination transaction
(whether or not the Company is the surviving corporation) or fifty percent
(50%) or more of the Company's assets or earning power are sold (in one
transaction or a series of transactions), proper provision shall be made so
that each holder of a Right (other than an Acquiring Person) shall thereafter
have the right to receive, upon the exercise thereof at the then current
exercise price of the Right, that number of shares of common stock of either
the Company, in the event that it is the surviving corporation of a merger or
consolidation, or the acquiring company (or, in the event there is more than
one acquiring company, the acquiring company receiving the greatest portion
of the assets or earning power transferred) which at the time of such
transaction would have a market value of two times the exercise price of the
Right (such right being called the "Merger Right"). In the event that a
Person becomes the beneficial owner of securities having fifteen percent
(15%) or more of the voting power of all then outstanding voting securities
of the Company (unless pursuant to a tender offer or exchange offer for all
outstanding shares of Common Stock at a price and on terms determined prior
to the date of the first acceptance of payment for any of such shares by at
least a majority of the members of the Board of Directors who are not
officers of the Company and are not Acquiring Persons or Affiliates or
Associates thereof to be both adequate and otherwise in the best interests of
the Company and its shareholders (a "Permitted Offer")), then
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proper provision shall be made so that each holder of a Right will for a
sixty (60) day period (subject to extension under certain circumstances)
thereafter have the right to receive upon exercise that number of shares of
Common Stock having a market value of two times the exercise price of the
Right, to the extent available, and then (after all authorized and unreserved
shares of Common Stock have been issued) a common stock equivalent (such as
Preferred Stock or another equity security with at least the same economic
value as the Common Stock) having a market value of two times the exercise
price of the Right, with Common Stock to the extent available being issued
first (such right being called the "Subscription Right"). The holder of a
Right will continue to have the Merger Right whether or not such holder
exercises the Subscription Right. Notwithstanding the foregoing, upon the
occurrence of any of the events giving rise to the exercisability of the
Merger Right or the Subscription Right, any Rights that are or were at any
time after the Distribution Date owned by an Acquiring Person shall
immediately become null and void.
With certain exceptions, no adjustments in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least one
percent (1%) in such Purchase Price. No fractions of shares will be issued
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.
At any time prior to the earlier to occur of (i) a Person becoming an
Acquiring Person or (ii) the expiration of the Rights, the Company may redeem
the Rights in whole, but not in part, at a price of $.001 per Right (the
"Redemption Price"), which redemption shall be effective upon the action of
the Board of Directors. Additionally, the Company may thereafter redeem the
then outstanding Rights in whole, but not in part, at the Redemption Price
(A) if such redemption is incidental to a merger or other business
combination transaction or series of transactions involving the Company but
not involving an Acquiring Person or certain related Persons or (B) following
an event giving rise to, and the expiration of the exercise period for, the
Subscription Right if and for as long as an Acquiring Person beneficially
owns securities representing less than fifteen percent (15%) of the voting
power of the Company's voting securities. The redemption of Rights described
in the preceding sentence shall be effective only as of such time when the
Subscription Right is not exercisable, and in any event, only after ten (10)
Business Days prior notice. Upon the effective date of the redemption of the
Rights, the right to exercise the Rights will terminate and the only right of
the holders of Rights will be to receive the Redemption Price.
Subject to applicable law, the Board of Directors, at its option, may at
any time after a Person becomes an Acquiring Person (but not after the
acquisition by such Person of fifty percent (50%) or more of the outstanding
Common Stock), exchange all or
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part of the then outstanding and exercisable rights (except for Rights which
have become void) for shares of Common Stock equivalent to one share of
Common Stock per Right or, alternatively, for substitute consideration
consisting of cash, securities of the Company or other assets (or any
combination thereof).
The Preferred Stock purchasable upon exercise of the Rights will be
nonredeemable and junior to any other series of preferred stock the Company
may issue (unless otherwise provided in the terms of such stock). Each share
of Preferred Stock will have a preferential quarterly dividend in an amount
equal to 10,000 times the dividend declared on each share of Common Stock,
but in no event less than $100. In the event of liquidation, the holders of
Preferred Stock will receive a preferred liquidation payment equal to the
greater of 10,000 times $1.00 or 10,000 times the payment made per each share
of Common Stock. Each share of Preferred Stock will have 10,000 votes,
voting together with the shares of Common Stock. In the event of any merger,
consolidation or other transaction in which shares of Common Stock are
exchanged, each share of Preferred Stock will be entitled to receive 10,000
times the amount and type of consideration received per share of Common
Stock. The rights of the Preferred Stock as to dividends, liquidation and
voting, and in the event of mergers and consolidations, are protected by
customary antidilution provisions. Fractional shares of Preferred Stock will
be issuable; however, the Company may elect to distribute depositary receipts
in lieu of such fractional shares. In lieu of fractional shares other than
fractions that are multiples of one one-ten thousandth of a share, an
adjustment in cash will be made based on the market price of the Preferred
Stock on the last trading date prior to the date of exercise.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the
right to vote or to receive dividends.
Item 2. Exhibits.
1 Form of Rights Agreement dated as of November 7, 1996 between Agouron
Pharmaceuticals, Inc. and Chase Mellon Shareholder Services, L.L.C., which
includes as Exhibit B the form of Rights Certificate. Pursuant to the Rights
Agreement, Rights Certificates will not be mailed until the earlier of (i) a
public announcement that a person or a group of affiliated or associated
persons has acquired beneficial ownership of securities representing 15% or
more of the outstanding common stock or (ii) ten days after a person or a
group of affiliated or associated persons has commenced or announced an
intent to commence a tender offer or exchange offer which, upon consummation
thereof, would cause such person or group to own beneficially securities
representing 15% or more of the outstanding common stock.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized.
Dated: November 7, 1996.
AGOURON PHARMACEUTICALS, INC.
By /s/ Peter Johnson
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Peter Johnson
President and
Chief Executive Officer
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EXHIBIT INDEX
Exhibit Page
1 Form of Rights Agreement dated as of November 7,
1996 between Agouron Pharmaceuticals, Inc. and
Chase Mellon Shareholder Services, L.L.C., which
includes as Exhibit B the form of Rights Certificate.
Pursuant to the Rights Agreement, Rights Certificates
will not be mailed until the earlier of (i) a public
announcement that a person or a group of affiliated or
associated persons has acquired beneficial ownership of
securities representing 15% or more of the outstanding
common stock or (ii) ten days after a person or a group
of affiliated or associated persons has commenced or
announced an intent to commence a tender offer or
exchange offer which, upon consummation thereof, would
cause such person or group to own beneficially securities
representing 15% or more of the outstanding common stock.
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