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
SPINE-TECH, INC.
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(Exact name of registrant as specified in its charter)
MINNESOTA 06-1258314
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(State of incorporation or organization) (I.R.S. Employer
Identification No.
7375 BUSH LAKE ROAD, MINNEAPOLIS, MINNESOTA 55439
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
NONE
Securities to be registered pursuant to Section 12(g) of the Act:
Title of each class
to be so registered
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PREFERRED SHARE PURCHASE RIGHTS
Exhibit Index located at page 7
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
On August 21, 1996, the Board of Directors of Spine-Tech, Inc. (the
"Company"), declared a dividend of one preferred share purchase right (a
"Right") for each outstanding Common Share of the par value of $.01 per share
(the "Common Shares") of the Company. The dividend is payable on September 10,
1996 (the "Record Date") to shareholders of record on that date.
Each Right entitles the registered holder to purchase from the
Company one one-hundredth of a Series A Junior Participating Preferred Share of
the par value of $.01 per share (the "Preferred Shares") of the Company at a
price of $150 per one one-hundredth of a Preferred Share (the "Purchase
Price"), subject to adjustment. The description and terms of the Rights are
set forth in a Rights Agreement (the "Rights Agreement"), dated as of August
21, 1996, between the Company and Norwest Bank Minnesota, National Association,
as Rights Agent (the "Rights Agent").
Initially, the Rights will attach to all certificates representing
Common Shares then outstanding and no separate Right Certificates will be
distributed. The Rights will separate from the Common Shares and a
Distribution Date for the Rights will occur upon the earlier of:
(i) the close of business on the fifteenth day following a
public announcement that a person or group of affiliated or associated persons
has become an "Acquiring Person" (i.e., has become, subject to certain
exceptions, the beneficial owner of 20% or more of the outstanding Common
Shares), or
(ii) the close of business on the fifteenth day following the
commencement or public announcement of a tender offer or exchange offer the
consummation of which would result in a person or group of affiliated or
associated persons becoming, subject to certain exceptions, the beneficial
owner of 20% or more of the outstanding Common Shares (or such later date as
may be determined by the Board of Directors of the Company prior to a person
or group of affiliated or associated persons becoming an Acquiring Person).
Until the Distribution Date,
(i) the Rights will be evidenced by the Common Share
certificates and will be transferred with and only with the Common Shares,
(ii) new Common Share certificates issued after the Record
Date upon transfer or new issuance of the Common Shares will contain a notation
incorporating the Rights Agreement by reference, and
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(iii) the surrender for transfer of any Common Share
certificate, even without such notation or a copy of this Summary of Rights
attached thereto, will also constitute the transfer of the Rights associated
with the Common Shares represented by such certificate.
As promptly as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right 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 Right Certificates alone will evidence the
Rights.
The Rights are not exercisable until the Distribution Date. The
Rights will expire on September 10, 2006, unless extended or earlier redeemed
or exchanged by the Company as described below.
The Purchase Price payable, and the number of Preferred 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 Preferred Shares,
(ii) upon the grant to holders of the Preferred Shares of
certain rights, options or warrants to subscribe for or purchase Preferred
Shares or convertible securities at less than the then current market price
of the Preferred Shares, or
(iii) upon the distribution to holders of the Preferred
Shares of evidences of indebtedness or assets (excluding regular periodic cash
dividends or dividends payable in Preferred Shares) or of subscription rights
or warrants (other than those described in clause (ii) hereof).
The number of Preferred Shares issuable upon the exercise of a Right is also
subject to adjustment in the event of a dividend on Common Shares payable in
Common Shares, or a subdivision, combination or consolidation of the Common
Shares.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
the Purchase Price. No fractional Preferred Shares will be issued (other than
fractional shares which are integral multiples of one one-hundredth (subject to
adjustment) of a Preferred Share, which may, at the election of the Company, be
evidenced by depositary receipts) if in lieu thereof a payment in cash is made
based on the closing price (pro-rated for the fraction) of the Preferred Shares
on the last trading date prior to the date of exercise.
In the event that any person or group of affiliated or associated
persons becomes an Acquiring Person (unless such person first becomes an
Acquiring Person pursuant to a tender offer
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or exchange offer for all outstanding Common Shares at a price and on terms
determined by the Board of Directors of the Company (prior to any change in
control of the Board of Directors) to be fair to the shareholders and otherwise
in the best interests of the Company and its shareholders and which the Board
of Directors recommends to the shareholders), proper provision shall be made so
that each holder of a Right, other than Rights that are or were beneficially
owned by the Acquiring Person (which will thereafter be void), will thereafter
have the right to receive upon exercise thereof at the then current exercise
price of the Right that number of Common Shares having a market value of two
times the exercise price of the Right, subject to certain possible adjustments.
In the event that, after the Distribution Date or within 15 days
prior thereto, the Company is acquired in certain mergers or other business
combination transactions (other than a transaction for at least the same per-
share consideration with a person who acquired Common Shares through a tender
offer or exchange offer for all outstanding Common Shares approved by the Board
of Directors in accordance with the preceding paragraph or any wholly owned
subsidiary of any such person) or 50% or more of the assets or earning power of
the Company and its subsidiaries (taken as a whole) are sold after the
Distribution Date or within 15 days prior thereto in one or a series of related
transactions, each holder of a Right (other than Rights which have become void
under the terms of the Rights Agreement) will thereafter have the right to
receive, upon exercise thereof at the then current exercise price of the Right,
that number of common shares of the acquiring company (or, in certain cases,
one of its affiliates) having a market value of two times the exercise price of
the Right.
In certain events specified in the Rights Agreement, the Company is
permitted to temporarily suspend the exercisability of the Rights.
At any time after a person or group of affiliated or associated
persons becomes an Acquiring Person (subject to certain exceptions) and prior
to the acquisition by a person or group of affiliated or associated persons of
50% or more of the outstanding Common Shares, the Board of Directors of the
Company may exchange all or part of the Rights (other than Rights which have
become void under the terms of the Rights Agreement) for Common Shares or
equivalent securities at an exchange ratio per Right equal to the result
obtained by dividing the exercise price of a Right by the current per share
market price of the Common Shares, subject to adjustment.
At any time prior to the close of business on the twentieth day after
a public announcement that a person or group of affiliated or associated persons
has become an Acquiring Person, the Board of Directors of the Company may redeem
the Rights in whole, but not in part, at a price of $.01 per Right, subject to
adjustment (the "Redemption Price"), payable in cash; provided, however, that
such redemption may occur after any person becomes an Acquiring Person only if
there has not been a change in control of the Board of Directors of the
Company. The period of time during which the Rights may be redeemed may be
extended by the Board of Directors of the Company if no such change of control
has occurred or if no person has become an Acquiring Person. 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.
The
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Board of Directors and the Company shall not have any liability to any person
as a result of the redemption or exchange of the Rights pursuant to the
provisions of the Rights Agreement. The Rights are not exercisable for Common
Shares or Preferred Shares, and the Distribution Date shall not occur, until
the Company's right to redeem the Rights shall have expired.
The terms of the Rights may be amended by the Board of Directors of
the Company, subject to certain limitations after the Distribution Date,
without the consent of the holders of the Rights, including an amendment prior
to the date a person or group of affiliated or associated persons becomes an
Acquiring Person to lower the 20% threshold for exercisability of the Rights
to not less than the greater of (i) the sum of .001% and the largest percentage
of the outstanding Common Shares then known by the Company to be beneficially
owned by any person or group of affiliated or associated persons (subject to
certain exceptions) or (ii) 10%.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the
right to vote or to receive dividends.
A copy of the Rights Agreement (including all exhibits thereto),
dated as of August 21, 1996 between the Company and the Rights Agent,
specifying the terms of the Rights, which includes as Exhibit B the form of
Right Certificate, is attached hereto as Exhibit 1 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 2. EXHIBITS.
1. Form of Rights Agreement, dated as of August 21, 1996 between
Spine-Tech, Inc. and Norwest Bank Minnesota, National Association, as
Rights Agent, which includes as Exhibit B the form of Right
Certificate. Pursuant to the Rights Agreement, Right Certificates
will not be mailed until after the earlier of (i) the close of
business on the fifteenth day following a public announcement that a
person or group of affiliated or associated persons has become,
subject to certain exceptions, the beneficial owner of 20% or more of
the outstanding Common Shares, or (ii) the close of business on the
fifteenth day following the commencement or public announcement of a
tender offer or exchange offer the consummation of which would result
in a person or group of affiliated or associated persons becoming,
subject to certain exceptions, the beneficial owner of 20% or more of
the Company's outstanding Common Shares (or such later date as may be
determined by the Board of Directors of the Company prior to a person
or group of affiliated or associated persons becoming the beneficial
owner of 20% or more of the Company's outstanding Common Shares).
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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, thereunto duly authorized.
SPINE-TECH, INC.
Date: August 29, 1996 By: Keith M. Eastman
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Its: Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NO. PAGE NO.
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1. Form of Rights Agreement 8
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