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): April 2, 1998
Haemonetics Corporation
(Exact name of registrant as specified in its charter)
Massachusetts 1-10730 04-2882273
(State of incorporation) (Commission File Number) (IRS Employer
Identification No.)
400 Wood Road,
Braintree, Massachusetts 02184-9114
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (781) 848-7100
Item 5. Other Events.
On April 2, 1998, the Board of Directors of Haemonetics Corporation (the
"Company") declared a dividend distribution of one Right for each outstanding
share of the Company's common stock, $.01 par value (the "Common Stock") to
stockholders of record at the close of business on April 27, 1998 (the "Record
Date"). The Board of Directors also authorized and directed the issuance of one
Right with respect to each share of Common Stock issued thereafter until the
Distribution Date (as defined below) and, in certain circumstances, with respect
to shares of Common Stock issued after the Distribution Date. Except as set
forth below, each Right, when it becomes exercisable, entitles the registered
holder thereof to purchase from the Company one share of Common Stock, $.01 par
value, at a Purchase Price of $90 per share (the "Purchase Price"), subject to
adjustment. The description and terms of the Rights are set forth in the
Shareholder Rights Agreement (the "Rights Agreement") between the Company and
BankBoston, N.A., as Rights Agent, dated as of April 2, 1998.
Initially, the Rights will be attached to all certificates representing
shares of Common Stock then outstanding, and no separate Rights Certificate will
be distributed. The Rights will be
separate from the Common Stock and a Distribution Date will occur upon the
earlier of (i) ten (10) days following a public announcement that a person or
group of affiliated or associated persons has acquired, or obtained the right to
acquire, beneficial ownership of 15% or more of the outstanding shares of Common
Stock (except pursuant to a Permitted Offer, as hereinafter defined); or (ii)
ten (10) Business Days (or such later date as the Board of Directors may
determine) following the commencement of or announcement of an intent to make 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. The
earlier of the dates in clauses (i) and (ii) in the preceding sentence is
referred to as the "Distribution Date." A person or group whose acquisition of
shares of Common Stock causes a Distribution Date pursuant to clause (i) above
is an "Acquiring Person." The date that a person or group becomes an Acquiring
Person is the "Stock Acquisition Date." A person who acquires shares of Common
Stock pursuant to a tender or exchange offer which is for all outstanding shares
of Common Stock at a price and on terms which a majority of the Outside
Directors determines (prior to acquisition) to be fair and in the best interests
of the Company and its stockholders (other than such acquiring person, its
affiliates and associates) (a "Permitted Offer") will not be deemed to be an
Acquiring Person and such person's ownership will not constitute a Distribution
Date.
Until the Distribution Date, (x) the Rights will be evidenced by the
Common Stock certificates, (y) the surrender for transfer of any certificate for
the Common Stock to which Rights are attached will also constitute the transfer
of the Rights associated with the Common Stock represented by such certificate
and (z) the surrender of any certificate representing shares of the Common Stock
either for redemption of such shares or for conversion or exchange of such
shares into or for any other security will also constitute the surrender of the
Rights associated with such shares of Common Stock.
The Rights are not exercisable until the Distribution Date and will
expire at the Close of Business on April 27, 2008 unless earlier redeemed by the
Company as described below.
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 as otherwise determined by
the Board of Directors, only shares of Common Stock issued on or prior to the
Distribution Date will be issued with Rights.
In the event that any person becomes an Acquiring Person, each holder of
Rights (other than Rights that have become void as described below) will
thereafter have the right (the "Flip-In Right") to receive, upon exercise of
such Rights, the number of shares of Common Stock (or, in certain circumstances,
other securities of the Company) having a value (immediately prior to such
triggering event) equal to two times the aggregate exercise price of such
Rights. The Board, at its option, may exchange each Right (other than those that
have become void as described below) for one share of Common Stock in lieu of
the Flip-In Right, provided no person is the beneficial owner of 50% or more of
the then outstanding shares of Common Stock at the time of
2
such exchange. Notwithstanding the foregoing, following the occurrence of the
event described above, all Rights that are or (under certain circumstances
specified in the Rights Agreement) were beneficially owned by any Acquiring
Person or any affiliate or associate thereof will be null and void.
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 holders of all of the outstanding shares of Common Stock immediately
prior to the consummation of the transaction are not the holders of all of the
surviving corporation's voting power or (ii) more than 50% of the Company's
assets or earning power is sold or transferred, then each holder of Rights
(except Rights which previously have been voided as set forth above) shall
thereafter have the right (the "Flip-Over Right") to receive, upon exercise of
such Rights, shares of common stock of the acquiring company having a value
equal to two times the aggregate exercise price of the Rights; provided,
however, that the Flip Over Right shall not apply to any transaction described
in clause (i) if (x) such transaction is with a person or persons (or a wholly
owned subsidiary of any such person or persons) that acquired shares of Common
Stock pursuant to a Permitted Offer and (y) the price and form of consideration
offered in such transaction is the same as that paid to all holders of shares of
Common Stock whose shares were purchased in the Permitted Offer. The holder of a
Right will continue to have the Flip-Over Right whether or not such holder
exercises or surrenders the Flip-In Right.
The Purchase Price payable, and the number of shares of Common 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 Common
Stock, (ii) if holders of the Common Stock are granted certain rights or
warrants to subscribe for Common Stock or convertible securities at less than
the current market price of the Common Stock, or (iii) upon the distribution to
holders of the Common Stock of evidences of indebtedness or assets (excluding
regular quarterly cash dividends) or of subscription rights or warrants (other
than those referred to above).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price. No fractional shares of Common Stock will be issued and, in lieu thereof,
an adjustment in cash will be made based on the market price of the Common Stock
on the last trading date prior to the date of exercise.
At any time prior to the earlier to occur of (i) a person becoming an
Acquiring Person or (ii) the expiration of the Rights, the Company may redeem
the Rights in whole, but not in part, at a price of $.01 per Right, which
redemption shall be effective at such time, on such basis and with such
conditions as the Board of Directors may establish in its sole discretion. The
Company may, at its option, pay such redemption price in shares of Common Stock.
After the redemption period has expired, the Company's right of redemption may
be reinstated if an Acquiring Person reduces his beneficial ownership to less
than 15% of the outstanding shares of Common Stock in a transaction or series of
transactions not involving the Company. Immediately upon the action
3
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
$.01 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 or upon the occurrence of certain events thereafter.
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 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 after a person becomes an Acquiring Person
(other than pursuant to a Permitted Offer).
A copy of the Rights Agreement is available free of charge from the
Rights Agent. This summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights Agreement,
which is incorporated herein by reference.
Item 7. Exhibits.
4. Shareholder Rights Agreement dated as of April 2, 1998 between
Haemonetics Corporation and BankBoston, N.A., as Rights Agent
(including Exhibits).
Signature
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.
HAEMONETICS CORPORATION
Date: April 16, 1998 By: /s/James L. Preston
James L. Peterson
President and Chief Executive
Officer
4
EXHIBIT INDEX
Exhibit Description Page
4 Shareholder Rights Agreement, dated as of April 2,
1998, between Haemonetics Corporation and
BankBoston, N.A., as Rights Agent.
5