FILE NO: 1-10581
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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
BENTLEY PHARMACEUTICALS, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 59-1513162
(State or other jurisdiction (I.R.S. Employer Identification Number)
of incorporation or organization
65 LAFAYETTE ROAD, 3RD FLOOR, 03862
NORTH HAMPTON, NEW HAMPSHIRE (Zip Code)
(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
NONE
Title of each class Name of each exchange on which
to be so registered: each class is to be registered:
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. |_|
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. |X|
Securities Act registration statement file number to which this form relates:
REGISTRATION NO. 33-17201
Securities to be registered pursuant to Section 12(g) of the Act:
PREFERRED STOCK PURCHASE RIGHTS
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(Title of Class)
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ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
On December 22, 1999, the Board of Directors of Bentley
Pharmaceuticals, Inc. (the "Company") declared a dividend of one Right for each
outstanding share of the Company's Common Stock, par value $0.02 per share (the
"Common Stock"), to stockholders of record at the close of business on December
27, 1999. Each Right, when exercisable, entitles the registered holder to
purchase from the Company one one-thousandth of a share of Series A Junior
Participating Preferred Stock, par value $1.00 per share (the "Series A
Preferred Stock"), at a Purchase Price of $16.50 per one one-thousandth of a
share of Series A Preferred Stock, subject to adjustment. The description and
terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement")
dated as of December 22, 1999 between the Company and American Stock Transfer &
Trust Company, 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. A Distribution Date will occur and the Rights will separate from
the Common Stock upon the earlier of: (i) 10 days following 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 15% or more of the shares of Common Stock then outstanding (the
"Stock Acquisition Date"), or (ii) 10 business days following the commencement
of a tender offer or exchange offer that would result in a person or group
beneficially owning 15% or more of such outstanding shares of Common Stock
(unless such tender offer or exchange offer is an all cash offer for all
outstanding shares of Common Stock which a majority of the unaffiliated
directors who are not officers of the Company determine to be at a price which
is fair to all stockholders and otherwise in the best interests of the Company
and its stockholders). The definition of "Acquiring Person" excludes Russell
Cleveland, Michael McGovern, Renaissance U.S. Growth and Income Trust PLC,
Renaissance U.S. Growth and Income Fund III, Inc. and each of their respective
affiliates and associates, unless any of such persons, together with their
affiliates and associates, increases by 15% or more his or its beneficial
ownership of the shares of Common Stock outstanding from the number of shares of
Common Stock beneficially owned on December 22, 1999. Under the Rights
Agreement, for purposes of calculating percentages of Common Stock outstanding,
shares of Common Stock outstanding shall include all shares of Common Stock
deemed to be beneficially owned by a person and its affiliates and associates,
even if not actually then outstanding.
Until the Distribution Date, (i) the Rights will be evidenced by the
Common Stock certificates and will be transferred with and only with such Common
Stock certificates, (ii) new Common Stock certificates issued after December 27,
1999 will contain a notation incorporating the Rights Agreement by reference and
(iii) the surrender for transfer of any certificates for Common Stock
outstanding will also constitute the transfer of the Rights associated with the
Common Stock represented by such certificate.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on December 21, 2004, unless earlier redeemed by
the Company as described below. At no time will the Rights have any voting
power.
As soon as practicable after the Distribution Date, Rights Certificates
will be mailed to holders of record of the Common Stock as of the close of
business on the Distribution Date and, thereafter, the separate Rights
Certificates alone will represent the Rights. Except (i) with respect to certain
shares of Common Stock issued or sold pursuant to the exercise of stock options
or under any employee plan or arrangement, granted or awarded as of the
Distribution Date, or upon the exercise, conversion or exchange of certain
securities of the Company, or (ii) as otherwise determined by the Board of
Directors,
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only shares of Common Stock issued prior to the Distribution Date will be issued
with Rights.
In the event that an Acquiring Person becomes the beneficial owner of
15% or more of the then outstanding shares of Common Stock (except pursuant to
an all cash tender or exchange offer for all outstanding shares of Common Stock
which a majority of the unaffiliated directors who are not officers of the
Company determine to be at a price which is fair to all stockholders and
otherwise in the best interests of the Company and its stockholders (a
"Qualifying Offer")), each holder of a Right will thereafter have the right to
receive, upon payment of the Purchase Price, Common Stock (or, in certain
circumstances, cash, property or other securities of the Company) having a value
(based on a formula set forth in the Rights Agreement) equal to two times the
Purchase Price of the Right. Notwithstanding any of the foregoing, following the
occurrence of the event set forth in this paragraph (the "Flip-in Event"), all
Rights that are, or (under certain circumstances specified in the Rights
Agreement) were, beneficially owned by an Acquiring Person (or by certain
related parties) shall be null and void. However, Rights are not exercisable
following the occurrence of the Flip-in Event until such time as the Rights are
no longer redeemable by the Company as set forth below.
For example, at a Purchase Price of $16.50 per Right, each Right not
owned by an Acquiring Person (or by certain related parties of such Acquiring
Person) following a Flip-in Event would entitle its holder to purchase $33.00
worth of Common Stock (or other consideration, as noted above) determined
pursuant to a formula set forth in the Rights Agreement, for $16.50. Assuming
that the Common Stock had a per share value of $5.50 at such time (as determined
pursuant to such formula), the holder of each valid Right would be entitled to
purchase 6 shares of Common Stock for $16.50.
In the event that, at any time following the Stock Acquisition Date,
(i) the Company is acquired in a merger or other business combination
transaction in which the Company is not the surviving corporation or in which it
is the surviving corporation but its Common Stock is changed or exchanged (other
than a merger consummated pursuant to a Qualifying Offer), or (ii) more than 50%
of the Company's assets or earning power is sold or transferred, each holder of
a Right (except Rights which previously have been voided as set forth above)
shall, after the expiration of the redemption period referred to below, have the
right to receive, upon payment of the Purchase Price, common stock of the
acquiring company having a value equal to two times the Purchase Price. The
events set forth in this paragraph and the Flip-in Event described in the second
preceding paragraph are referred to as the "Triggering Events."
The Purchase Price payable, and the number of one one-thousandths of a
share of Series A 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 Series A Preferred Stock, (ii) if holders of the
Series A Preferred Stock are granted certain rights or warrants to subscribe for
Series A Preferred Stock or convertible securities at less than the current
market price of the Series A Preferred Stock, or (iii) upon the distribution to
holders of the Series A Preferred Stock of evidences of indebtedness or assets
(excluding regular quarterly cash dividends out of the earnings or retained
earnings of the Company) or of subscription rights or warrants (other than those
referred to above).
With certain exceptions, no anti-dilution adjustment in the Purchase
Price will be required until cumulative adjustments amount to at least 1% of the
Purchase Price. No fractional shares of Series A Preferred Stock (other than
fractions of one one-thousandth of a share, or integral multiples thereof) will
be issued and, in lieu thereof, an adjustment in cash will be made based on the
market price of the Series A Preferred Stock on the last trading date prior to
the date of exercise.
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At any time until ten (10) days following the Stock Acquisition Date,
as such period may be extended or shortened by the Board of Directors, the
Company may redeem the Rights in whole, but not in part, at a price of $0.001
per Right (payable in cash, shares of Common Stock or other consideration deemed
appropriate by the Board of Directors). Immediately upon the action of the Board
of Directors ordering redemption of the Rights, the Rights will terminate and
the only right of the holders of Rights will be to receive the $0.001 redemption
price.
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. While the distribution of the Rights will not
be taxable to stockholders or to the Company, stockholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable for shares of Common Stock (or other consideration) of the Company
or for shares of common stock of the acquiring company as set forth above, or
are redeemed as provided above.
Other than certain 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 which do not adversely
affect the interests of holders of Rights (other than an Acquiring Person or an
affiliate or associate thereof), 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.
The Rights have certain anti-takeover effects. Exercise of 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
existence of Rights, however, should not affect an offer at a price which is
fair to all stockholders and otherwise in the best interests of the Company and
its stockholders as determined by the Board of Directors. The Rights should not
interfere with any merger or other business combination approved by the Board of
Directors since the Board of Directors may, at its option, at any time until ten
days following the Stock Acquisition Date, as such period may be extended or
shortened by the Board of Directors, redeem all but not less than all of the
then outstanding Rights at the $0.001 redemption price.
The Rights Agreement, dated as of December 22, 1999, between the
Company and American Stock Transfer & Trust Company, as Rights Agent, specifying
the term of the Rights is included as Exhibit 1 to this filing and is
incorporated herein by reference. The foregoing description of the Rights is
qualified in its entirety by reference to such exhibit.
ITEM 2. EXHIBITS.
1. Rights Agreement, dated as of December 22, 1999, between
Bentley Pharmaceuticals, Inc. and American Stock Transfer &
Trust Company, as Rights Agent, including the form of Rights
Certificate as Exhibit B thereto (incorporated by reference to
Exhibit 4.1 to the Company's Current Report on Form 8-K filed
on December 27, 1999 (date of earliest event reported December
22, 1999).
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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.
Date: December 27, 1999 BENTLEY PHARMACEUTICALS, INC.
By: /s/ Michael D. Price
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Michael D. Price
Secretary and Treasurer
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