SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported): January 27, 1999
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HEMAGEN DIAGNOSTICS, INC.
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-11700 04-2869857
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(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation) File Number Identification No.)
40 Bear Hill Road, Waltham, MA 02451
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (781) 890-3766
Item 5. Other Events.
On January 27, 1999, the Board of Directors of Hemagen Diagnostics,
Inc. (the "Company") declared a dividend distribution of one common share
purchase right (a "Right") for each outstanding share of common stock,
par value $0.01 per share (the "Common Shares"), of the Company. The
dividend is payable on February 10, 1999 (the "Record Date") to the
stockholders of record on that date. Except as described below, each
Right, when exercisable, entitles the registered holder to purchase from
the Company one Common Share of the Company at a price of $4.00 per
Common 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 Continental Stock
Transfer & Trust Company, as Rights Agent (the "Rights Agent").
Initially, the Rights will be attached to all certificates
representing Common Shares then outstanding, and no separate Rights
certificates will be distributed. Until the earlier to occur of (i) 10
business days following a public announcement that a person or group of
affiliated or associated persons (an "Acquiring Person") have acquired
beneficial ownership of 15% or more of the outstanding Common Shares (the
date of such an announcement being a "Shares Acquisition Date"), or (ii)
10 business 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
15% or more of such outstanding Common Shares, the Rights will be
evidenced, with respect to any of the Common Share certificates
outstanding as of the Record Date, by such Common Share certificates
together with a copy of this Summary of Rights.
The Rights Agreement provides that, until the Distribution Date,
the Rights will be transferred with and only with the Common Shares.
Until the Distribution Date (or earlier redemption or expiration of the
Rights), new Common Share certificates issued after the Record Date upon
transfer or new issuance of Common Shares 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 Shares outstanding as of the
Record Date, even without such notation or a copy of this Summary of
Rights being attached thereto, will also constitute the transfer of the
Rights associated with the Common Shares 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 Shares as of the close of business on
the Distribution Date, and the separate Rights Certificates alone will
evidence the Rights.
The Rights are not exercisable until the Distribution Date. The
Rights will expire on January 27, 2009 (the "Final Expiration Date"),
unless the Rights are earlier redeemed by the Company, as described
below.
The Purchase Price payable, and the number of Common Shares 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 Common Shares, (ii) upon the grant to holders of
the Common Shares of certain rights or warrants to subscribe for or
purchase Common Shares at a price, or securities convertible into Common
Shares with a conversion price, less than the then current market price
of the Common Shares or (iii) upon the distribution to holders of the
Common Shares of evidences of indebtedness or assets (excluding regular
periodic cash dividends paid out of earnings or retained earnings or
dividends payable in Common Shares) or of subscription rights or warrants
(other than those referred to above).
The number of outstanding Rights and the number of Common Shares
issuable upon exercise of each Right are also subject to adjustment in
the event of a stock split of the Common Shares or a stock dividend on
the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any
such case, prior to the Distribution Date.
Common Shares purchasable upon exercise of the Rights will not be
redeemable.
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 in which the Common Shares are exchanged or changed, or 50%
or more of the Company's consolidated assets or earning power are sold
(in one transaction or a series of transactions), proper provision will
be made so that each holder of a Right (other than an Acquiring Person)
will 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 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.
In the event that any person becomes an Acquiring Person, each
holder of a Right will thereafter have the right to receive upon exercise
that number of Common Shares having a market value of two times the
exercise price of the Right. Upon occurrence of any of the events
described in the immediately preceding sentence, any Rights that are, or
(under certain circumstances specified in the Rights Agreement) were,
beneficially owned by any Acquiring Person shall immediately become null
and void.
At any time after the occurrence of any such event and prior to the
acquisition by such person or group of 50% or more of the outstanding
Common Shares, the Board of Directors 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 Common Share 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 Common Shares will be
issued and in lieu thereof, an adjustment in cash will be made based on
the market price of the Common Shares on the last trading day prior to
the date of exercise.
At any time prior to the earlier of (i) the tenth day after a
Shares Acquisition Date, or (ii) the expiration of the Rights, the Board
of Directors may redeem the Rights in whole, but not in part, at a price
of $.001 per Right (the "Redemption Price"). 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.
Other than those provisions relating to the principal economic
terms of the Rights, any of the provisions of the Rights Agreement may be
amended by the Board of Directors of the Company prior to the
Distribution Date. After the Distribution Date, the provisions of the
Rights Agreement may be amended by the Board in order to cure any
ambiguity, to make changes that 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
redemption shall be made at such time as the Rights are not redeemable.
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.
The Rights have certain anti-takeover effects. The Rights will
cause substantial dilution to a person or group that attempts to acquire
the Company on terms not approved by the Company's Board of Directors.
The Rights should not interfere with any merger or other business
combination approved by the Board of Directors since the Rights may be
redeemed by the Company at $.001 per Right prior to the time that a
person or group has acquired beneficial ownership of 15% or more of the
Common Shares.
The form of Rights Agreement between the Company and the Rights
Agent specifying the terms of the Rights, which includes as Exhibit A the
form of Rights Certificate, is attached hereto as an exhibit and
incorporated herein by reference. The foregoing description of the
Rights does not purport to be complete and is qualified in its entirety
by reference to the Rights Agreement.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
(c) Exhibits
99.1. Rights Agreement (including Form of Rights Certificates as
Exhibit A thereto and the Summary of Rights to Purchase Common Shares as
Exhibit B thereto), dated as of January 27, 1999, between the Company and
Continental Stock Transfer & Trust Company, Rights Agent (incorporated
herein by reference to Exhibit 1 to the Company's Registration Statement
on Form 8-A filed on February 10, 1999 (File No. 1-11700)).
99.2. Press Release, dated February 1, 1999.
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 hereunto duly authorized.
HEMAGEN DIAGNOSTICS, INC.
By:-------------------------------
Name: Carl Franzblau, Ph.D.
Title: President, Chief Executive
Officer and Chairman of the
Board of Directors
Date: February 10, 1999