SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 27, 2001
DYAX CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 000-24537 04-3053198
(State of other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
ONE KENDALL SQUARE, CAMBRIDGE, MA 02139
(Address of principal executive offices and zip code)
(617) 225-2500
Registrant's telephone number, including area code:
ITEM 5. OTHER EVENTS.
On June 27, 2001 the Board of Directors of Dyax Corp. (the "Company")
adopted a shareholder rights plan, as set forth in the Rights Agreement, dated
June 27, 2001, between the Company and American Stock Transfer and Trust
Company, as Rights Agent (the "Rights Agreement"). The following description of
the terms of the Rights Agreement does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement which is attached
hereto as an exhibit and is incorporated herein by reference.
Pursuant to the terms of the Rights Agreement, the Board of Directors
declared a dividend distribution of one preferred stock purchase right (a
"Right") for each outstanding share of Common Stock of the Company (the "Common
Stock") to shareholders of record as of the close of business on June 27, 2001
(the "Record Date"). In addition, one Right will automatically attach to each
share of Common Stock issued between the Record Date and the Distribution Date
(as hereinafter defined). Each Right entitles the registered holder thereof to
purchase from the Company a unit consisting of one one-thousandth of a share of
Series A Junior Participating Preferred Stock, par value $0.01 per share, of the
Company (the "Preferred Stock") at a cash purchase price of $94.23 per one
one-thousandth of a share of Preferred Stock (the "Purchase Price"), subject to
adjustment, under certain conditions specified in the Rights Agreement and
summarized below.
Initially, the Rights are not exercisable and are attached to and trade
with all shares of Common Stock outstanding as of, and issued subsequent to, the
Record Date. The Rights will separate from the Common Stock and will become
exercisable upon the earlier of (i) the close of business on the tenth calendar
day following the first public announcement that a person or group of affiliated
or associated persons (an "Acquiring Person") has acquired beneficial ownership
of 15% or more of the outstanding shares of Common Stock, other than as a result
of repurchases of stock by the Company or certain inadvertent actions by a
shareholder (the date of said announcement being referred to as the "Stock
Acquisition Date"), or (ii) the close of business on the tenth business day (or
such later day as the Board of Directors may determine) following the
commencement of a tender offer or exchange offer that could result upon its
consummation in a person or group becoming the beneficial owner of 15% or more
of the outstanding shares of Common Stock (the earlier of such dates being
herein referred to as the "Distribution Date").
In the event that a Stock Acquisition Date occurs, proper provision
will be made so that each holder of a Right (other than an Acquiring Person or
its associates or affiliates, whose Rights shall become null and void) will
thereafter have the right to receive upon exercise that number of shares of
Preferred Stock of the Company having a market value of two times the exercise
price of the Right. In the event that, at any time following the Stock
Acquisition Date, (i) the Company consolidates with, or merges with and into,
any other person, and the Company is not the continuing or surviving
corporation, (ii) any person consolidates with the Company, or merges with and
into the Company and the Company is the continuing or surviving corporation of
such merger and, in connection with such merger, all or part of the shares of
Common Stock are changed into or exchanged for stock or other securities of any
other person or cash or any other property, or (iii) 50% or more of the
Company's assets or earning power is sold, mortgaged or otherwise transferred,
each holder of a Right (other than an Acquiring Person or its associates
or affiliates, whose Rights shall become null and void) will thereafter have the
right to receive, upon exercise, common stock of the acquiring company having a
market value equal to two times the exercise price of the Right. The holder of a
Right will continue to have the right to exercise their Rights for common stock
of an acquiring company, whether or not such holder has exercised their Right
for Preferred Stock of the Company. Rights that are or were beneficially owned
by an Acquiring Person may (under certain circumstances specified in the Rights
Agreement) become null and void.
The Rights may be redeemed in whole, but not in part, at a price of
$0.001 per Right (payable in cash, Common Stock or other consideration deemed
appropriate by the Board of Directors) by the Board of Directors only until the
earlier of (i) the close of business on the tenth calendar day following the
Stock Acquisition Date or (ii) the expiration date of the Rights Agreement.
Immediately upon the action of the Board of Directors ordering redemption of the
Rights, the Rights will terminate and thereafter the only right of the holders
of Rights will be to receive the redemption price.
The Rights Agreement may be amended by the Board of Directors in its
sole discretion until the time at which any person becomes an Acquiring Person.
After such time the Board of Directors may, subject to certain limitations set
forth in the Rights Agreement, amend the Rights Agreement only to cure any
ambiguity, defect or inconsistency, to shorten or lengthen any time period, or
to make changes that do not adversely affect the interests of Rights holders
(excluding the interests of an Acquiring Person or its associates or
affiliates).
Until a Right is exercised, the holder will have no rights as a
stockholder of the Company (beyond those as an existing stockholder), including
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 Preferred Stock, other securities of the Company,
other consideration or for common stock of an acquiring company.
The Rights are not exercisable until the Distribution Date and will expire at
the close of business on June 27, 2011 (the "Expiration Date"), unless
previously redeemed or exchanged by the Company as described above.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
Exhibit 3.1 Certificate of Designations Designating the Series A
Junior Participating Preferred Stock of Dyax Corp.
Filed herewith.
Exhibit 4.1 Rights Agreement, dated as of June 27, 2001 between Dyax
Corp. and American Stock Transfer & Trust Company, as
Rights Agent. Filed herewith.
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.
June 27, 2001 DYAX CORP.
/s/ Henry E. Blair
-------------------------------------
Henry E. Blair
President and Chief Executive Officer
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
Exhibit 3.1 Certificate of Designations Designating the Series A Junior
Participating Preferred Stock of Dyax Corp. Filed herewith.
Exhibit 4.1 Rights Agreement, dated as of June 27, 2001 between Dyax Corp.
and American Stock Transfer & Trust Company, as Rights Agent.
Filed herewith.