SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): September 5, 1995
IMMUCELL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-15507 01-0382980
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
56 Evergreen Drive, Portland, Maine 04103
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 207 878-2770
(Former name or former address, if changed since last report)
Item 5. Other Events.
On September 5, 1995, the Board of Directors of ImmuCell Corporation (the
"Company") declared a dividend of one common share purchase right (a "Right")
for each of the then outstanding shares of Common Stock, par value $0.10 per
share, (the "Common Stock") of the Company. The dividend is payable on
September 19, 1995 (the "Record Date") to the stockholders of record on that
date. Each Right entitles the registered holder to purchase from the Company
one share of Common Stock of the Company at a price of $70.00 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 American Stock Transfer & Trust Co., as Rights Agent (the
"Rights Agent").
Until the earlier to occur of (i) 10 days following a public announcement
that, without the prior consent of the "Continuing Directors" (as such term
is defined in the Rights Agreement), a person or group of affiliated or
associated persons has acquired beneficial ownership of 15% or more of the
outstanding shares of Common Stock (such person being referred to as the
"Acquiring Person"), or (ii) 10 days (or such later date as may be determined
by action of the Board of Directors prior to such time as any Person becomes
an Acquiring Person) 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 20% or more
of the outstanding shares of Common Stock (the earlier of such dates being
called 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 with a copy of this Summary of Rights attached
thereto.
The Rights Agreement provides that, until the Distribution Date, the Rights
will be transferred with and only with the Common Stock. 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 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, even without such
notification or a copy of this Summary of Rights being attached thereto, 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 ("Right
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 Right
Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on September 19, 2005 (the "Final Expiration Date"), unless the
Final Expiration Date is extended or unless the Rights are earlier redeemed
by the Company, in each case as described below.
The Purchase Price payable, and the number of shares of Common 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, stock split, combination or
reclassification of, the Common Stock, (ii) upon the grant to holders of
Common Stock of certain rights, options or warrants to subscribe for or
purchase shares of Common Stock at a price, or securities convertible into
shares of Common Stock with a conversion price, less than the then current
market price of the Common Stock or (iii) upon the distribution to holders of
the Common Stock of evidences of indebtedness, cash (excluding regular
quarterly or other periodic cash dividends paid out of the earnings or
retained earnings of the Company), assets, stock (other than dividends
payable in shares of Common Stock) or of subscription rights or warrants
(other than those referred to above).
In the event that, after the Distribution Date, the Company should
consolidate or merge with and into any other person and the Company is not
the surviving company, or, if the Company should be the surviving company,
all or part of the Company's Common Stock is changed or exchanged for
securities of any other person or if 50% or more of its consolidated assets
or earning power are sold, proper provision will be made so that each holder
of a Right will thereafter have the right to receive, upon the exercise
thereof at the then current Purchase Price, that number of shares of common
stock of the acquiring company which at the time of such transaction will
have a market value of two times the Purchase Price. In the event that any
person becomes an Acquiring Person, proper provision shall be made so that
each holder of a Right, other than Rights beneficially owned by the Acquiring
Person or any Affiliate or Associate of an Acquiring Person (which will
thereafter be void), will thereafter have the right to receive upon the
exercise thereof at the then current Purchase Price, that number of shares of
Common Stock having a market value of two times the Purchase Price; provided,
however, that Rights are not exercisable following the occurrence of such
event until such time as the Rights are no longer redeemable by the Company
as set forth below.
At any time after a person or group becomes an Acquiring Person and prior
to the acquisition by such person or group of 50% or more of the outstanding
Common Stock, the Board of Directors of the Company may exchange the Rights
(other than Rights owned by such person or group which have become void), in
whole or in part, at an exchange ratio of one share of Common Stock per Right
(subject to adjustment).
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. No fractional shares of Common Stock will be issued,
and in lieu thereof, an adjustment in cash may be made based on the market
price of the Common Stock on the last trading day prior to the date of
exercise.
At any time prior to the earlier of fourteen days following the date that
any person or group becomes an Acquiring Person, (subject to extension by the
Board of Directors of the Company), or the Final Expiration Date, the Board
of Directors of the Company may redeem the Rights in whole, but not in part,
at a price of $.005 per Right (the "Redemption Price"); provided, that if the
Board authorizes redemption of the Rights after the first date of public
announcement by the Company or an Acquiring Person that an Acquiring Person
has become such, there must be Continuing Directors then in office and a
majority of the Directors of the Board and a majority of the Continuing
Directors must approve such redemption. The redemption of the Rights may be
made effective at such time, on such basis and with such conditions as the
Board of Directors in its sole discretion may establish. Immediately upon
any 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.
Prior to the Distribution Date, the terms of the Rights Agreement may be
amended by the Board of Directors of the Company without the consent of the
holders of the Rights or holders of the Common Stock. From and after the
Distribution Date, the terms of the Rights Agreement may be amended by the
Company without the consent of the holders of the Rights or holders of the
Common Stock in any manner which the Company may deem necessary or desirable
so long as such supplement or amendment does not adversely affect the
interest of Rights holders (other than the Acquiring Person or any Associate
or Affiliates), and provided that such supplement or amendment may not
lengthen the time period for redemption of the Rights if the Rights are not
then redeemable and provided that there must be Continuing Directors then in
office and that a majority of the Board and a majority of the Continuing
Directors must approve such amendment. The Company may at any time prior to
such time as a person or group of affiliated or associated persons becomes an
Acquiring Person lower the threshold for a person or group becoming an
Acquiring Person from 15% to not less than the greater of (i) any percentage
greater than the largest percentage of the outstanding shares of Common Stock
then known to the Company to be beneficially owned by any such person or
group of affiliated or associated persons and (ii) 10%. In no case shall any
amendment or supplement at any time decrease the Redemption Price or the
period of time remaining until the Final Expiration Date.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends.
A copy of the Rights Agreement between the Company and American Stock
Transfer & Trust Co., as Rights Agent, is attached hereto as an exhibit and
is incorporated herein by reference. The foregoing description of the Rights
is qualified in its entirety by reference to the Rights Agreement.
Item 7. Financial Statements and Exhibits.
Exhibit No. Exhibit
4.1 Rights Agreement dated as of September 5, 1995,
between the Company and American Stock Transfer &
Trust Co., as Rights Agent, which includes as
Exhibit A thereto the form of Right Certificate
(and forms of assignment and election to purchase
relating thereto) and as Exhibit B thereto the
Summary of Rights to Purchase Common Stock.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
IMMUCELL CORPORATION
Date: September 12, 1995 By: /s/ Michael F. Brigham
Name: Michael F. Brigham
Title: Chief Financial Officer and Treasurer
EXHIBIT INDEX
Exhibit No. Exhibit
4.1 Rights Agreement dated as of September 5, 1995
between the Company and American Stock Transfer &
Trust Company, as Rights Agent, which includes as
Exhibit A thereto the Form of Right Certificate
(and forms of assignment and election to purchase
relating thereto) and as Exhibit B thereto the
Summary of Rights to Purchase Common Stock.