1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------
Amendment No. 1
to
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12 (b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
COLLAGEN AESTHETICS, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 94-2300486
- ---------------------------------------- -------------
(State of incorporation or organization) (IRS Employer
Identification No.)
1850 Embarcadero Road, Palo Alto, CA 94303
- ---------------------------------------- ----------
(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 None
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Share Purchase Rights
-------------------------------
(Title of Class)
2
This Amendment No. 1 amends the Registrant's registration
statement on Form 8-A dated November 29, 1994, in connection with the
Registrant's adoption of a Preferred Shares Rights Agreement (the "Registration
Statement").
This Amendment No. 1 is being filed to amend and restate Item 1
to the Registration Statement and include as an exhibit the Amended and Restated
Preferred Shares Rights Agreement, dated as of May 6, 1999 between the
Registrant and The Bank of New York. Except as amended hereby, there are no
other changes to the Registration Statement.
Item 1. Description of Securities to be Registered.
Item 1 of the Registration Statement is hereby amended and restated in
its entirety as follows:
Effective as of November 28, 1994, the Board of Directors of Collagen
Aesthetics, Inc. (the "Company") declared a dividend of one preferred share
purchase right (a "Right") for each outstanding share of Common Stock, $0.01 par
value (the "Common Shares"), of the Company. The dividend is payable on December
14, 1994 (the "Record Date") to stockholders of record as of the close of
business on that date. Each Right entitles the registered holder to purchase
from the Company one one-thousandth of a share of Series A Participating
Preferred Stock, $0.01 par value, of the Company (the "Preferred Shares"),
subject to adjustment, at a price of $110 per one-thousandth of a preferred
share, subject to adjustment (the "Purchase Price"). The description and terms
of the Rights are set forth in a Preferred Shares Rights Agreement (the "Rights
Agreement") dated as of November 28, 1994 between the Company and The Bank of
New York, as Rights Agent (the "Rights Agent").
On May 6, 1999, the Board of Directors adopted the Amended and Restated
Preferred Shares Rights Agreement.
The following is a general description only and is subject to the
detailed terms and conditions of the Rights Agreement. The Amended and Restated
Rights Agreement, the Certificate of Designation, the form of Rights Certificate
and the Summary of Rights to be
-2-
3
provided to stockholders of the Company, are attached as Exhibit 1 and 2 to this
Registration Statement and is incorporated herein by reference.
Rights Evidenced by Common Share Certificates
The Rights will not be exercisable until the Distribution Date (defined
below). Accordingly, Common Share certificates outstanding on the Record Date
will evidence the Rights related thereto, and Common Share certificates issued
after the Record Date will contain a notation incorporating the Rights Agreement
by reference. Until the Distribution Date (or earlier redemption, exchange or
expiration of the Rights), the surrender or transfer of any certificates for
Common Shares, 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 Shares represented by such certificate.
Distribution Date
The Rights will separate from the Common Shares, certificates for the
rights ("Rights Certificates") will be issued and the Rights will become
exercisable upon the earlier of: (i) the close of business on the tenth day (or
such later date as may be determined by a majority of the Board of Directors
following a public announcement that a person or group of affiliated or
associated persons has acquired, or obtained the right to acquire, beneficial
ownership of 20% or more of the outstanding Common Shares (an "Acquiring
Person") or (ii) the close of business on the tenth day (or such later date as
may be determined by a majority of the Board of Directors) following the
commencement of a tender offer or exchange offer, the consummation of which
would result in the beneficial ownership by a person or group of 20% or more of
the outstanding Common Shares. 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 Shares 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. Unless
otherwise determined by the Board of Directors, all Common
-3-
4
Shares issued prior to the Distribution Date will be issued with Rights. Common
Shares issued after the Distribution Date may be issued with Rights if such
shares are issued (i) upon the exercise, conversion or exchange of securities
issued after adoption of the Rights Agreement or (ii) pursuant to the exercise
of stock options or under any employee benefit plan or arrangement. Except as
otherwise determined by the Board of Directors, no other Common Shares issued
after the Distribution Date will be issued with Rights. In addition, no Common
Shares issued after the Distribution Date will be issued with Rights if such
issuance would result in (or create a significant risk) (i) of material adverse
tax consequences to the Company or the person to whom such Rights Certificate
would be issued or (ii) that such options or plans would not qualify for
otherwise available special tax treatment. The Rights will expire on November
28, 2004 (the "Final Expiration Date"), unless the Final Expiration Date is
extended or unless the Rights are earlier redeemed or exchanged by the Company
or expire upon consummation of certain mergers, consolidations or sales of
assets, as described below.
Initial Exercise of the Rights
Following the Distribution Date, and until the occurrence of one of the
subsequent events described below, holders of the Rights will be entitled to
receive, upon exercise and the payment of $110 (the "Purchase Price") per Right,
one one-thousandth of a Preferred Share.
Exchange Provision
At any time after an Acquiring Person has become such and prior to the
Acquiring Person beneficially owning 50% or more of the outstanding Common
Shares, the Board of Directors of the Company may exchange the Rights (other
than Rights owned by the Acquiring Person or its affiliates), in whole or in
part, at an exchange ratio of one Common Share per Right (subject to
adjustment).
Right to Buy Common Shares at Half Price
Unless the Rights are earlier redeemed or exchanged, in the event that
an Acquiring Person becomes such, other than pursuant to a tender offer which is
made for all of the outstanding Common Shares and approved by a majority of the
Board of Directors after
-4-
5
determining that the offer is both adequate and otherwise in the best interests
of the Company and its stockholders (a "Permitted Offer"), 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 of a Right, a number of Common Shares having a then current value equal
to two times the Purchase Price. In the event that the Company does not have a
sufficient number of Common Shares available, or the Board decides that such
action is necessary or appropriate and not contrary to the interests of Rights
holders, the Company may, among other things, instead substitute cash, assets or
other securities for the Common Shares into which the Rights would have
otherwise been exercisable.
Right to Buy Acquiring Company Stock at Half Price
Similarly, unless the Rights are earlier redeemed or exchanged, in the
event that, after the Shares Acquisition Date (as defined below), (i) the
Company consolidates with or merges into another entity, (ii) another entity
consolidates with or merges into the Company or (iii) the Company sells or
otherwise transfers 50% or more of its consolidated assets or earning power,
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, a number of shares of common stock of the acquiring
company having a then current value equal to two times the Purchase Price
(unless the transaction satisfies certain conditions and is consummated with a
person who acquired shares pursuant to a Permitted Offer, in which case the
Rights will expire).
Adjustments to Prevent Dilution
The Purchase Price payable, the number of Rights and the number of
Preferred Shares, Common Shares or other securities or property issuable upon
exercise of the Rights are subject to adjustment from time to time to prevent
dilution as set forth in the Rights Agreement. With certain exceptions, no
adjustment in the Purchase Price will be required until cumulative adjustments
require an adjustment of at least 1% in such Purchase Price.
-5-
6
Rights and Preferences of the Preferred Shares
Preferred Shares purchasable upon exercise of the Rights will not be
redeemable. Each Preferred Share will be entitled to an aggregate dividend of
1,000 times the dividend declared per Common Share. In the event of liquidation,
the holders of the Preferred Shares will be entitled to a preferential
liquidation payment equal to accrued but unpaid dividends plus the greater of
$1,000 per share or 1,000 times the aggregate per share amount to be distributed
to the holders of Common Shares. Each Preferred Share will have 1,000 votes,
voting together with the holders of Common Shares, except as required by law or
the Certificate of Determination of Rights, Preferences and Privileges of Series
A Participating Preferred Stock. In the event of any merger, consolidation or
other transaction in which Common Shares are changed or exchanged, each
Preferred Share will be entitled to receive 1,000 times the amount received per
Common Share. These rights are protected by customary anti-dilution provisions.
Because of the nature of the dividend, liquidation and voting rights of the
Preferred Shares, the value of the one one-thousandth interest in a Preferred
Share purchasable upon exercise of each Right should approximate the value of
one Common Share.
Redemption
At any time prior to the close of business on the earlier of (i) the
tenth day following the date (the "Shares Acquisition Date") of public
announcement that an Acquiring Person has become such or such later date as may
be determined by a majority of the Board of Directors and publicly announced by
the Company or (ii) the Final Expiration Date of the Rights, the Company may
redeem the Rights in whole, but not in part, at a price of $0.01 per Right
("Redemption Price").
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 Shares), including, without limitation, the
right to vote or to receive dividends.
-6-
7
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 Distribution Date without the
approval of Rights holders. After the Distribution Date, the provisions of the
Rights Agreement may be supplemented or amended by the Board in order to (i)
cure any ambiguity, defect or inconsistency, (ii) to make changes which are
deemed necessary or advisable and do not adversely affect the interests of
holders of Rights (excluding the interests of any Acquiring Person), or (iii) to
shorten or lengthen any time period under the Rights Agreement; provided,
however, that no amendment to lengthen (A) the time period governing redemption
shall be made at such time as the Rights are not redeemable, or (B) any other
period unless for the purpose of protecting, enhancing or clarifying the rights
of, and/or benefits to, the holders of Rights.
Certain Anti-takeover Effects
The Rights approved by the Board are designed to protect and maximize
the value of the outstanding equity interests in the Company in the event of an
unsolicited attempt by an acquiror 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 a corporation's Board of Directors and its
stockholders of any real opportunity to determine the destiny of the
corporation. The Rights have been declared by the Board in order to deter such
tactics, including a gradual accumulation of shares in the open market of a 20%
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 shares.
The Rights are not intended to prevent a takeover of the Company and
will not do so. The Rights are not exercisable in the event of a Permitted
Offer, as described above. The Rights may be redeemed by the Company at $0.01
per Right within ten days (or such later date as may be determined by a majority
of the Board of Directors) after the accumulation of 20% or more of the
Company's outstanding Common Shares by a single acquiror or group. Accordingly,
the
-7-
8
Rights should not preclude 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 has no immediate 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 shares are
presently traded. The Company's Board of Directors believes that the Rights
represent a sound and reasonable means of addressing the complex issues of
corporate policy created by the current takeover environment. However, the
Rights may have the effect of rendering more difficult or discouraging an
acquisition of the Company deemed 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 Company's Board
of Directors, except pursuant to an offer conditioned upon the negation,
purchase or redemption of the Rights.
Item 2. Exhibits.
Item 2 of the Registration Statement is hereby amended by adding
the following new exhibit:
2. Amended and Restated Preferred Shares Rights Agreement,
dated as of May 6, 1999, between Collagen Aesthetics, Inc.
and The Bank of New York.
-8-
9
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.
COLLAGEN AESTHETICS, INC.
Date: August 2, 1999 By /s/ Gary S. Petersmeyer
-----------------------
Gary S. Petersmeyer
President and Chief Executive
Officer
-9-
10
COLLAGEN AESTHETICS, INC.
AMENDMENT NO. 1
TO
REGISTRATION STATEMENT ON FORM 8-A
EXHIBIT INDEX
Exhibit
No. Exhibit
-------- -------
1* Preferred Shares Rights Agreement, dated as of November
28, 1994, between Collagen Aesthetics, Inc. and The Bank
of New York, including the Certificate of Designation of
Rights, Preferences and Privileges of Series A
Participating Preferred Stock, the form of Rights
Certificate and the Summary of Rights attached thereto as
Exhibits A, B and C, respectively.
2 Amended and Restated Preferred Shares Rights
Agreement, dated as of May 6, 1999, between
Collagen Aesthetics, Inc. and the Bank of New
York.
* Previously filed
-10-