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
INNOVASIVE DEVICES, INC.
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(Exact name of registrant as specified in its charter)
Massachusetts 04-3132641
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(State of incorporation or organization) (IRS Employer
Identification No.)
734 Forest Street, Marlboro, MA 01752-3032
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(Address of principal executive offices) (Zip Code)
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
NONE Not applicable
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [X]
Securities Act registration statement file number to which this form
relates: _______ (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
JUNIOR PREFERRED STOCK PURCHASE RIGHTS
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(Title of class)
Item 1. Description of Registrant's Securities to be Registered
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As of January 14, 1999, the Board of Directors (the "Board") of Innovasive
Devices, Inc. (the "Company") declared a dividend of one purchase right
("Right") for every outstanding share of the Company's common stock, $.0001 par
value (the "Common Stock"). The Rights will be distributed to holders of record
of the Common Stock as of the close of business on January 15, 1999 (the
"Dividend Record Date"). The terms of the Rights are set forth in a Rights
Agreement dated as of January 14, 1999 (the "Rights Agreement") between the
Company and BankBoston, N.A. (the "Rights Agent"). The Rights Agreement
provides for the issuance of one Right for every share of Common Stock issued
and outstanding on the Dividend Record Date and for each share of Common Stock
which is issued or sold after that date and prior to the Distribution Date (as
defined below).
Each Right entitles the holder to purchase from the Company one one-
thousandth of a share of Series A Junior Preferred Stock, $.01 par value, of the
Company (the "Junior Preferred Stock"), at a price of $28 per one one-
thousandth of a share, subject to adjustments in certain events. The Rights
will expire on January 14, 2009 (the "Expiration Date"), or upon the earlier
redemption of the Rights, and are not exercisable until the Distribution Date.
No separate Rights certificates will be issued at the present time. Until
the Distribution Date (or earlier redemption or expiration of the Rights), (i)
the Rights will be evidenced by the outstanding Common Stock certificates and
will be transferred with and only with the Common Stock certificates, (ii) new
Common Stock certificates issued after the Dividend Record Date upon transfer or
new issuance of the Common Stock will contain a notation incorporating the
Rights Agreement by reference and (iii) the surrender for transfer of any Common
Stock certificate will also constitute the transfer of the Rights associated
with the Common Stock represented by such certificate.
The Rights will separate from the Common Stock on the Distribution Date.
Unless otherwise determined by action of a majority of the members of the Board
of Directors then in office, the Distribution Date (the "Distribution Date")
will occur on the earlier of (i) the tenth business day following the date of a
public announcement that a person, together with its affiliates and associates,
except as described below, has acquired or obtained the rights to acquire
beneficial ownership of 15% or more of the outstanding shares of Common Stock
(collectively, an "Acquiring Person") (such date is referred to herein as the
"Shares Acquisition Date") or (ii) the tenth business day following commencement
of a tender offer or exchange offer that would result in any person, together
with its affiliates and associates, owning 15% or more of the outstanding Common
Stock.
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After the Distribution Date, separate certificates evidencing the Rights
("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 such
separate Rights Certificates alone will evidence the Rights. The Board, by
action of a majority of the members of the Board of Directors then in office,
may delay the distribution of the Rights Certificates.
If, at any time after January 14, 1999, any person or group of affiliated
or associated persons (other than the Company and its affiliates) shall become
an Acquiring Person, each holder of a Right will have the right to receive
shares of Common Stock (or, in certain circumstances, cash, property or other
securities of the Company) having a market value of two times the exercise price
of the Right. Following the occurrence of any such event, any Rights that are,
or (under certain circumstances specified in the Rights Agreement) were,
beneficially owned by any Acquiring Person shall immediately become null and
void. Also, if the Company were acquired in a merger or other business
combination, or if more than 50% of its assets or earning power were sold, each
holder of a Right would have the right to exercise such Right and thereby
receive common stock of the acquiring company with a market value of two times
the exercise price of the Right.
The Board may, at its option, at any time after any person becomes an
Acquiring Person, exchange all or part of the then outstanding and exercisable
Rights for shares of Common Stock at an exchange ratio of one share of Common
Stock per Right, appropriately adjusted to reflect any stock split, stock
dividend or similar transaction occurring after January 14, 1999 (as the same
may be adjusted, the "Exchange Ratio"). The Board however, may not effect an
exchange at any time after any person (other than (i) the Company, (ii) any
subsidiary of the Company, (ii) any employee benefit plan of the Company or of
any subsidiary of the Company or (iv) any entity holding Common Stock for or
pursuant to the terms of any such plan), together with all affiliates of such
person, becomes the beneficial owner of 50% or more of the Common Stock then
outstanding. Immediately upon the action of the Board ordering the exchange of
any Rights and without any further action and without any notice, the right to
exercise such Rights will terminate and the only right thereafter of a holder of
such Rights will be to receive that number of shares of Common Stock equal to
the number of such Rights held by the holder multiplied by the Exchange Ratio.
The exercise price of the Rights, and the number of one one-thousandths of
a share of Junior Preferred 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 Junior Preferred Stock,
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(ii) upon the grant to holders of the Junior Preferred Stock of certain rights
or warrants to subscribe for shares of the Junior Preferred Stock or certain
convertible securities at less than the current market price of the Junior
Preferred Stock, or (iii) upon the distribution to holders of the Junior
Preferred Stock of evidences of indebtedness or assets (excluding cash dividends
paid out of the earnings or retained earnings of the Company and certain other
distributions) or of subscription rights, or warrants (other than those referred
to above).
At any time prior to the tenth day (or such later date as may be determined
by action of a majority of the members of the Board of Directors then in office)
after the Shares Acquisition Date, the Company, by action of a majority of the
members of the Board of Directors then in office, may redeem the Rights at a
redemption price of $.01 per Right, subject to adjustment in certain events (as
the same may be adjusted, the "Redemption Price"). Immediately upon such
action, the right to exercise the Rights will terminate, and the only right of
the holders of Rights will be to receive the 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.
The Rights Agreement may be amended by the Board at any time prior to the
Distribution Date without the approval of the holders of the Rights. From and
after the Distribution Date, the Rights Agreement may be amended by the Board
without the approval of the holders of the Rights in order to cure any
ambiguity, to correct any defective or inconsistent provisions, to change any
time period for redemption or any other time period under the Rights Agreement
or to make any other changes that do not adversely affect the interests of the
holders of the Rights (other than any Acquiring Person or its affiliates and
associates or their transferees).
A copy of the Rights Agreement dated as of January 14, 1999 between the
Company and BankBoston, N.A., as Rights Agent, specifying the terms of the
Rights (including as exhibits the form of Rights Certificate and the Summary of
Rights) is attached hereto as an exhibit. The foregoing 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 2. Exhibits
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1. Rights Agreement, dated as of January 14, 1999 (the "Rights Agreement")
between Innovasive Devices, Inc. and BankBoston, N.A., as Rights Agent.
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2. Form of Certificate of Vote of Directors Establishing a Series of a Class
of Stock of the Company, with respect to the Series A Junior Preferred
Stock, par value $.01 per share (attached as Exhibit A to the Rights
Agreement).
3. Form of Rights Certificate (attached as Exhibit B to the Rights Agreement).
Pursuant to the Rights Agreement, printed Rights Certificates will not be
mailed until the Distribution Date (as defined in the Rights Agreement).
4. Summary of Rights (attached as Exhibit C to the Rights Agreement).
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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.
INNOVASIVE DEVICES, INC.
Dated: January 14, 1999 By: /s/ Richard D. Randall
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Name: Richard D. Randall
Title: President and Chief
Executive Officer
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EXHIBIT INDEX
The following designated exhibits are filed herewith:
1. Rights Agreement, dated as of January 14, 1999 (the "Rights Agreement")
between Innovasive Devices, Inc. and BankBoston, N.A., as Rights Agent.
2. Form of Certificate of Vote of Directors Establishing a Series of a Class
of Stock of the Company, with respect to the Series A Junior Preferred
Stock, par value $.01 per share (attached as Exhibit A to the Rights
Agreement).
3. Form of Rights Certificate (attached as Exhibit B to the Rights Agreement).
Pursuant to the Rights Agreement, printed Rights Certificates will not be
mailed until the Distribution Date (as defined in the Rights Agreement).
4. Summary of Rights (attached as Exhibit C to the Rights Agreement).