SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MECON, INC.
(Exact name of Registrant as specified in its charter)
Delaware 94-2702762
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(State of incorporation or organization) (IRS Employer Identification No.)
200 Porter Drive, Suite 100
San Ramon, CA 94583
(Address of principal executive offices) (Zip Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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None None
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Share Purchase Rights
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(Title of Class)
ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
Pursuant to the Preferred Shares Rights Agreement (the "Rights
Agreement") dated as of April 9, 1997 between Mecon, Inc., a Delaware
corporation (the "Company"), and Chase Mellon Shareholder Services, L.L.C.,
as Rights Agent (the "Rights Agent"), the Company's Board of Directors
declared a dividend of one right (a "Right") to purchase one one-thousandth
(0.001) of a share of the Company's Series A Participating Preferred Stock
("Series A Preferred") for each outstanding share of Common Stock ("Common
Shares") of the Company. The dividend is payable on March 14, 1997 (the
"Record Date") to stockholders of record as of the close of business on that
date. Each Right entitles the registered holder to purchase from the Company
one one-thousandth of a share of Series A Preferred at an exercise price of
$55.00 (the "Purchase Price"), subject to adjustment. The following summary
of the principal terms of the Rights Agreement is a general description only
and is subject to the detailed terms and conditions of the Rights Agreement.
A copy of the Rights Agreement is attached as Exhibit 5 to this Registration
Statement and is incorporated herein by reference.
RIGHTS EVIDENCED BY COMMON SHARE CERTIFICATES. The Rights will not be
exercisable until the Distribution Date (defined below). Until the
Distribution Date, certificates for the Rights ("Rights Certificates") will
not be sent to stockholders; instead, the Rights will attach to and trade
only together with the Common Shares. Accordingly, Common Share certificates
outstanding on the Record Date will evidence the Rights related thereto, and
Common Share certificates issued after the Record Date will contain a
notation incorporating the Rights Agreement by reference. Until the
Distribution Date (or the earlier redemption or expiration of the Rights),
the surrender or transfer of any certificates for Common Shares outstanding
as of the Record Date, even without the notation or a copy of the Summary of
Rights being attached thereto, will also constitute the transfer of the
Rights associated with the Common Shares represented by such certificate.
DISTRIBUTION DATE. The Rights will separate from the Common Shares,
Rights Certificates will be issued and the Rights will become exercisable
upon the earlier of: (i) 10 business days (or such later date as may be
determined by a majority of the Board of Directors) 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 outstanding Common Shares or (ii)
10 business days (or such later date as may be determined by a majority of
the Board of Directors) 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 the outstanding Common Shares. The earlier of such dates is referred to as
the "Distribution Date."
ISSUANCE OF RIGHTS CERTIFICATES; EXPIRATION OF RIGHTS. As soon as
practicable following the Distribution Date, separate Rights 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 Rights Certificates alone
will evidence the Rights from and after the Distribution Date. All Common
Shares issued prior to the Distribution Date will be issued with Rights.
Common Shares issued after the Distribution Date may be issued with Rights if
such shares are issued (i) upon the conversion of any convertible securities
issued after adoption of the Rights Agreement or (ii) pursuant to the
exercise of stock options or under employee benefit plans or arrangements
unless such issuance would result in (or create a risk that) such
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options, plans or arrangements would not qualify for otherwise available
special tax treatment. Except as otherwise determined by the Board of
Directors, no other Common Shares issued after the Distribution Date will be
issued with Rights. The Rights will expire on the earliest of (i) February
26, 2007 (the "Final Expiration Date") or (ii) redemption or exchange of the
Rights as described below.
INITIAL EXERCISE OF THE RIGHTS. Following the Distribution Date, and
until one of the further events described below, holders of the Rights will
be entitled to receive, upon exercise and the payment of $55.00 per Right,
one one-thousandth (0.001) of a share of the Series A Preferred. In the
event that the Company does not have sufficient Series A Preferred available
for all Rights to be exercised, or the Board decides that such action is
necessary and not contrary to the interests of Rights holders, the Company
may instead substitute cash, assets or other securities for the Series A
Preferred for which the Rights would have been exercisable under this
provision or as described below.
RIGHT TO BUY COMPANY COMMON SHARES. Unless the Rights are earlier
redeemed, in the event that an Acquiring Person becomes the beneficial owner
of 15% or more of the Company's Common Shares then outstanding, then each
holder of a Right which has not theretofore been exercised (other than Rights
beneficially owned by the Acquiring Person, which will thereafter be void)
will thereafter have the right to receive, upon exercise, Common Shares
having a value equal to two times the Purchase Price. Rights are not
exercisable following the occurrence of an event as described above until
such time as the Rights are no longer redeemable by the Company as set forth
below.
RIGHT TO BUY ACQUIRING COMPANY STOCK. Unless the Rights are earlier
redeemed, in the event that, after the Shares Acquisition Date (as defined
below), (i) the Company is acquired in a merger or other business combination
transaction, or (ii) the Company consummates a merger or other business
combination transaction in which the Company is the continuing or surviving
corporation, or (iii) 30% or more of the Company's assets or earning power
are sold, each holder of a Right which has not theretofore been exercised
(other than Rights beneficially owned by the Acquiring Person, which will
thereafter be void) will thereafter have the right to receive, upon exercise,
shares of common stock of (i) the corporation acquiring the Company or (ii)
the Company or (iii) the purchaser of 30% or more of the Company's assets or
earning power, respectively, such shares in each case having a value equal to
two times the Purchase Price.
EXCHANGE PROVISION. At any time after the acquisition by an Acquiring
Person of 15% or more of the Company's outstanding Common Shares and prior to
the acquisition by such Acquiring Person of 30% or more of the Company's
outstanding Common Shares, the Board of Directors of the Company may exchange
the Rights (other than Rights owned by the Acquiring Person), in whole or in
part, at an exchange ratio of one Common Share per Right.
REDEMPTION. At any time on or prior to the close of business on the
earlier of (i) the 10th day following the acquisition by an Acquiring Person
of 15% or more of the Company's outstanding Common Shares (the "Shares
Acquisition Date") or such later date as may be determined by a majority of
the Board of Directors and publicly announced by the Company, or (ii) the
Final Expiration Date of the Rights, the Company may redeem the Rights in
whole, but not in part, at a price of $0.01 per Right.
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ADJUSTMENTS TO PREVENT DILUTION. The Purchase Price payable, the number
of Rights, and the number of Series A Preferred or Common Shares or other
securities or property issuable upon exercise of the Rights are subject to
adjustment from time to time in connection with the dilutive issuances by the
Company as set forth in the Rights Agreement. 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.
CASH PAID INSTEAD OF ISSUING FRACTIONAL SHARES. No fractional portion
less than integral multiples of one Common Share will be issued upon exercise
of a Right and in lieu thereof, an adjustment in cash will be made based on
the market price of the Common Shares on the last trading date prior to the
date of exercise.
NO STOCKHOLDERS' RIGHTS PRIOR TO EXERCISE. Until a Right is exercised,
the holder thereof, as such, will have no rights as a stockholder of the
Company (other than any rights resulting from such holder's ownership of
Common Shares), including, without limitation, the right to vote or to
receive dividends.
AMENDMENT OF RIGHTS AGREEMENT. The provisions of the Rights Agreement
may be supplemented or amended by the Board of Directors in any manner prior
to the close of business on the date of the acquisition by an Acquiring
Person of 15% or more of the Company's outstanding Common Shares without the
approval of Rights holders. After the Distribution Date, the provisions of
the Rights Agreement may be amended by the Board in order to cure any
ambiguity, defect or inconsistency, to make changes which 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.
RIGHTS AND PREFERENCES OF THE SERIES A PREFERRED. Series A Preferred
purchasable upon exercise of the Rights will not be redeemable. Each share
of Series A Preferred will be entitled to an aggregate dividend of 1,000
times the dividend declared per Common Share. In the event of liquidation,
the holders of the Series A Preferred will be entitled to a minimum
preferential liquidation payment equal to 1,000 times the aggregate amount to
be distributed per share to holders of Common Shares plus an amount equal to
any accrued and unpaid dividends on the Series A Preferred. Each share of
Series A Preferred will have 1,000 votes, and will vote together with the
Common Shares. In the event of any merger, consolidation or other
transaction in which the Common Shares are changed or exchanged, each share
of Series A Preferred will be entitled to receive 1,000 times the amount
received per Common Share. These rights are protected by customary
anti-dilution provisions.
Because of the nature of the dividend, liquidation and voting rights of
the shares of Series A Preferred, the value of the one one-thousandth
interest in a share of Series A Preferred purchasable upon exercise of each
Right should approximate the value of one Common Share.
CERTAIN ANTI-TAKEOVER EFFECTS. The Rights approved by the Board are
designed to protect and maximize the value of the outstanding equity
interests in the Company in the event of an unsolicited
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attempt by an acquiror to take over the Company in a manner or on terms not
approved by the Board of Directors. Takeover attempts frequently include
coercive tactics to deprive the Company's Board of Directors and its
stockholders of any real opportunity to determine the destiny of the Company
or to evaluate and protect the long-term value of the Company. The Rights
are not intended to prevent a takeover of the Company. The Rights may be
redeemed by the Company at $0.01 per Right within ten days (or such later
date as may be determined by a majority of the Board of Directors) after the
accumulation of 15% or more of the Company's shares by a single acquiror or
group. Accordingly, the Rights should not interfere with any merger or
business combination approved by the Board of Directors. Issuance of the
Rights does not in any way weaken the financial strength of the Company or
interfere with its business plans. The issuance of the Rights themselves has
no dilutive effect, will not affect reported earnings per share, should not
be taxable to the Company or to its stockholders, and will not change the way
in which the Company's shares are presently traded. The Company's Board of
Directors believes that the Rights represent a sound and reasonable means of
addressing the complex issues of corporate policy created by the current
takeover environment. However, the Rights may have the effect of rendering
more difficult or discouraging an acquisition of the Company deemed
undesirable by the Board of Directors. The Rights may cause substantial
dilution to a person or group that attempts to acquire the Company on terms
or in a manner not approved by the Company's Board of Directors, except
pursuant to an offer conditioned upon the negation, purchase or redemption of
the Rights.
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ITEM 2. EXHIBITS.
1. Specimen certificate for the Company's Common Stock. (1)
2. Restated Certificate of Incorporation of the Company. (2)
3. Certificate of Designation of Rights, Preferences and Privileges
of Series A Participating Stock of the Company. (3)
4. Bylaws of the Company, as amended. (4)
5. Preferred Shares Rights Agreement, dated as of April 9, 1997,
between Mecon, Inc. and Chase Mellon Shareholder Services,
L.L.C., including the Certificate of Designation, the form of
Rights Certificate and the Summary of Rights attached thereto as
Exhibits A, B and C, respectively. (3)
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(1) Incorporated by reference to Exhibit 4.1 to the Company's Registration
Statement on Form SB-2 (Commission File No. 33-98206-LA) declared
effective by the Commission on December 6, 1995.
(2) Incorporated by reference to Exhibit 3.2 to the Company's Registration
Statement on Form SB-2 (Commission File No. 33-98206-LA) declared effective
by the Commission on December 6, 1996.
(3) Exhibit filed herewith.
(4) Incorporated by reference to Exhibit 3.3 to the Company's Registration
Statement on Form SB-2 (Commission File No. 33-98206-LA) declared effective
by the Commission on December 6, 1995.
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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, thereto duly authorized.
MECON, INC.
Date: April 14, 1997
By: /s/ LES SCHMIDT
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Les Schmidt
President and Chief Executive Officer
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