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: August 21, 1997
NABI
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(Exact name of registrant as specified in its charter)
Delaware 0-4829-03 59-1212264
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(State of incorporation (Commission (IRS Employer
or organization) File Number) Identification No.)
5800 Park of Commerce Boulevard N.W., Boca Raton, FL 33487
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (561) 989-5800
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N/A
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(Former name or former address, if changed since last report.)
ITEM 5. OTHER EVENTS.
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On July 25, 1997, the Board of Directors of NABI (the "Company") adopted a
Shareholder Rights Plan pursuant to which a dividend of one preferred share
purchase right (a "Right") for each outstanding share of common stock, par value
$.10 per share (the "Common Shares"), of the Company will be distributed to the
stockholders of record as of the close of business on August 27, 1997 (the
"Record Date"). Each Right entitles the registered holder to purchase from the
Company one one-hundredth of a share of Series One Preferred Stock, par value
$.10 per share (the "Series One Preferred Shares"), of the Company, at a price
of $70.00 per one one-hundredth of a Series One Preferred Share (the "Purchase
Price"), subject to adjust ment. The description and terms of the Rights are
set forth in a Rights Agreement dated as of August 1, 1997 (the "Rights
Agreement") between the Company and Registrar and Transfer Company, as Rights
Agent (the "Rights Agent").
Until the earlier to occur of (i) 10 days following a 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
Common Shares or (ii) 10 business days (or such later date as may be determined
by action of the Board of Directors prior to such time as any person becomes an
Acquiring Person) 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 such
outstanding Common Shares (the earlier of such dates being called the
"Distribution Date"), the Rights will be evidenced, with respect to any of the
Common Share certificates outstanding as of the Record Date, by such Common
Share certificate with a copy of a Summary of Rights attached thereto.
The Rights Agreement provides that, until the Distribution Date, the Rights
will be transferred with and only with the Common Shares. Until the
Distribution Date (or earlier redemption or expiration of the Rights), new
Common Share certificates issued after the Record Date, upon transfer or new
issuance of Common Shares, will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender for transfer of any certificates for
Common Shares outstanding as of the Record Date, even without such notation or a
copy of this Summary of Rights being attached thereto, will also constitute the
transfer of the Rights associated with the Common Shares represented by such
certificate. As soon 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 the close of business on August 1, 2007 (the "Final Expiration
Date"), unless the Rights are earlier redeemed by the Company, as described
below.
The Purchase Price payable, and the number of Series One Preferred Shares
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time
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to time to prevent dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Series One Preferred
Shares, (ii) upon the grant to holders of the Series One Preferred Shares of
certain rights or warrants to subscribe for or purchase Series One Preferred
Shares at a price, or securities convertible into Series One Preferred Shares
with a conversion price, less than the then current market price of the Series
One Preferred Shares, or (iii) upon the distribution to holders of the Series
One Preferred Shares of evidences of indebtedness or assets (excluding regular
periodic cash dividends paid out of earnings or retained earnings or dividends
payable in Series One Preferred Shares) or of subscription rights or warrants
(other than those referred to above).
The number of outstanding Rights and the number of one one-hundredths of a
Series One Preferred Share issuable upon exercise of each Right are also subject
to adjustment in the event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.
Series One Preferred Shares purchasable upon exercise of the Rights will
not be redeemable. Each Series One Preferred Share will be entitled to a
quarterly dividend payment equal to the greater of (a) $1.00 or (b) 100 times
the dividend declared per Common Share. In the event of liquidation, the
holders of the Series One Preferred Shares will also be entitled to a
preferential payment equal to the greater of (a) $1.00 per share plus all
accrued and unpaid dividends, whether or not declared, and (b) 100 times the
aggregate payment made per Common Share. Each Series One Preferred Share will
have 100 votes, voting together with the Common Shares. In the event of any
merger, consolidation or other transaction in which Common Shares are exchanged,
each Series One Preferred Share will be entitled to receive 100 times the amount
received per Common Share. These rights are protected by customary antidilution
provisions.
Because of the nature of the Series One Preferred Shares' dividend,
liquidation and voting rights, the value of the one one-hundredth interest in a
Series One Preferred Share purchasable upon exercise of each Right should
approximate the value of one Common Share.
In the event that, following the date of the first public announcement that
a person has become an Acquiring Person (the "Shares Acquisition Date"), the
Company is acquired in a merger or other business combination transaction or 50%
or more of the value of its consolidated assets or earning power are sold or
otherwise transferred, proper provision will be made so that each holder of a
Right will thereafter have the right to receive, upon the exercise thereof at
the then current exercise price of the Right, that number of shares of common
stock of the acquiring company which at the time of such transaction will have a
market value of two times the exercise price of the Right. In the event that
any person becomes an Acquiring Person (unless such person first acquires 15% or
more of the outstanding Common Shares by a purchase pursuant to a tender offer
for all of the Common Shares for cash, which purchase increases such person's
beneficial ownership to 90% or more of the outstanding Common Shares), proper
provision shall be made so that each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will thereafter be void), will
thereafter have the right to receive
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upon exercise that number of Common Shares having a market value of two times
the exercise price of the Right.
At any time after the acquisition by a person or group of affiliated or
associated persons of beneficial ownership of 15% or more of the outstanding
Common Shares and prior to the acquisition by such person or group of 50% or
more of the outstanding Common Shares, the Board of Directors of the Company may
exchange the Rights (other than Rights owned by such person or group which have
become void), in whole or in part, at an exchange ratio of one Common Share, or
one one-hundredth of a Series One Preferred Share (or of a share of a class or
series of the Company's preferred stock having equivalent rights, preferences
and privileges), per Right (subject to adjustment).
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. No fractional Series One Preferred Shares will be issued
(other than fractions which are integral multiples of one one-hundredth of a
Series One Preferred Share, which may, at the election of the Company, be
evidenced by depositary receipts) and in lieu thereof, an adjustment in cash
will be made based on the market price of the Series One Preferred Shares on the
last trading day prior to the date of exercise.
At any time prior to the close of business on the Shares Acquisition Date
(but not thereafter), the Board of Directors of the Company may redeem the
Rights in whole, but not in part, at a price of $.01 per Right (the "Redemption
Price"). Subject to the foregoing, 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. Immediately upon any redemption
of the Rights, the right to exercise the Rights will terminate and the only
right of the holders of Rights will be to receive the Redemption Price.
The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights, except that from and
after the Shares Acquisition Date no such amendment may adversely affect the
interests of the holders of the Rights.
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.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
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(c) Exhibits.
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4.1. Rights Agreement dated as of August 1, 1997 between NABI and
Registrar and Transfer Company, as Rights Agent.
4.2. Form of Certificate of Designation of Series One Preferred Stock.
4.3. Form of Right Certificate.
4.4. Copy of Common Stock Certificate of NABI Containing Legend with
Respect to Issuance of the Rights.
99. Press Release dated August 4, 1997 of NABI.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
NABI
By:/s/ David J. Gury
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David J. Gury
Chairman, President and
Chief Executive Officer
Date: August 21, 1997
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EXHIBIT INDEX
Page Number
Exhibit Method of Filing in Report
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4.1. Rights Agreement dated Filed herewith.
as of August 1, 1997
("Rights Agreement")
between the Company and
Registrar and Transfer
Company, as Rights Agent.
4.2. Form of Certificate of See 4.1 above.
Designation of Series
One Preferred Stock
(attached as Exhibit A
to Rights Agreement).
4.3. Form of Right Certificate See 4.1 above.
(attached as Exhibit B
to Rights Agreement).
Pursuant to the Rights
Agreement, printed Series
One Preferred Stock
Purchase Right
Certificates will not
be mailed until the
Distribution Date (as
defined in the Rights
Agreement).
4.4. Copy of Common Stock Filed herewith.
Certificate of the
Company Containing
Legend with Respect to
Issuance of the Rights.
99. Press Release dated Filed herewith.
August 4, 1997 of NABI.