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
January 10, 1997
Date of Report
--------------------------------------
OSTEX INTERNATIONAL, INC.
Exact Name of Registrant as Specified in Its Charter
WASHINGTON 0-25250 91-1450247
State of Commission File IRS Employer
Incorporation Number Identification Number
2203 AIRPORT WAY SOUTH, SUITE 400
SEATTLE, WASHINGTON 98134
206-292-8082
Address and Telephone Number of Principal Executive Offices
--------------------------------------
[N/A]
Former Name or Former Address, if Changed Since Last Report
--------------------------------------
ITEM 5. OTHER EVENTS
BOARD ACTION. On January 10, 1997, the Board of Directors (the
"Board of Directors") of Ostex International, Inc. (the
"Company") declared a dividend of one preferred share purchase
right (a "Right") for each outstanding share of common stock, par
value $.01 per share (the "Common Shares"), of the Company. The
dividend is payable on January 27, 1997 (the "Record Date") to
the shareholders of record on that date. Each Right entitles the
registered holder to purchase from the Company one one-hundredth
of share of Series A Junior Participating Preferred Stock, par
value $.01 per share (the "Preferred Shares"), of the Company at
a price of $38 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") between the Company and ChaseMellon
Shareholder Services L.L.C., as Rights Agent (the "Rights
Agent").
Approximately 12,438,667 Common Shares were outstanding as of
January 27, 1997 Each Common Share outstanding at the close of
business on January 27, 1997 will receive one Right. The Board
of Directors of the Company has reserved sufficient Preferred
Shares for issuance upon exercise of the Rights.
ANTITAKEOVER EFFECTS. The Rights have certain antitakeover
effects and will cause substantial dilution to a person or group
that attempts to acquire the Company on terms not approved by the
Board of Directors. The Rights should not affect any prospective
offeror willing to make an all-cash offer at a full and fair
price, or willing to negotiate with the Board of Directors, nor
will the Rights interfere with any merger or other business
combination approved by the Board of Directors
TRIGGERING EVENTS. 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 20% 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 or group of affiliated persons 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 20% or more of the 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 this Summary of Rights
attached thereto.
ATTACHMENT TO COMMON STOCK. The Rights Agreement provides that,
until the Distribution Date (or earlier redemption or expiration
of the Rights), 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.
EXERCISE OF RIGHTS. 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. Nonexercisable until the Distribution Date,
the Rights will expire on January 27, 2007 (the "Final Expiration
Date"), unless the Final Expiration Date is extended or unless
the Rights are earlier redeemed or exchanged by the Company, in
each case, 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 or warrants to subscribe for or purchase Preferred
Shares at a price, or securities convertible into Preferred
Shares with a conversion price, 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 paid out of
earnings or retained earnings or dividends payable in 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 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.
TERMS OF PREFERRED SHARES. Preferred Shares purchasable upon
exercise of the Rights will not be redeemable. Each Preferred
Share will be entitled to a minimum preferential quarterly
dividend payment of $1 per share, but will be entitled to an
aggregate dividend of 100 times the dividend declared per Common
Share. In the event of liquidation, the holders of the Preferred
Shares will be entitled to a minimum preferential liquidation
payment of $100 per share, but will be entitled to an aggregate
payment of 100 times the payment made per Common Share. Each
Preferred Share will have 100 votes, voting together with the
Common Shares. Finally, in the event of any merger,
consolidation or other transaction in which Common Shares are
exchanged, each 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 Preferred Shares' dividend,
liquidation and voting rights, the value of the one one-hundredth
interest in a Preferred Share purchasable upon exercise of each
Right should approximate the value of one Common Share.
If the Company is acquired in a merger or other business
combination transaction or 50% or more of its consolidated assets
or earning power are sold after a person or group has become an
Acquiring Person, 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 that at the time of such transaction will have a market
value of two times the exercise price of the Right. If any
person or group of affiliated or associated persons becomes an
Acquiring Person, 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 upon exercise that number of Common
Shares having a market value of two times the exercise price of
the Right.
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 Preferred
Shares will be issued (other than fractions that are integral
multiples of one one-hundredth of a 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 Preferred Shares on the
last trading day prior to the date of exercise.
EXCHANGE OF RIGHTS. At any time after any person or group
becomes an Acquiring Person and prior to the acquisition by such
person or group of 50% or more of the outstanding Common Shares,
the Board of Directors may exchange the Rights (other than Rights
owned by such person or group that will have become void), in
whole or in part, at an exchange ratio of one Common Share, or
one one-hundredth of a Preferred Share, per Right (subject to
adjustment).
REDEMPTION OF RIGHTS. At any time prior to the acquisition by a
person or group of affiliated or associated persons of beneficial
ownership of 20% or more of the outstanding Common Shares, the
Board of Directors may redeem the Rights in whole, but not in
part, at a price of $.0001 per Right (the "Redemption Price").
The redemption of the Rights may be made effective at such time
on such basis 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.
AMENDMENT OF RIGHTS. The terms of the Rights may be amended by
the Board of Directors without the consent of the holders of the
Rights, including an amendment to lower certain thresholds
described above to not less than the greater of (i) the sum of
.001% and the largest percentage of the outstanding Common Shares
then known to the Company to be beneficially owned by any person
or group of affiliated or associated persons and (ii) 10%, except
that, from and after such time as any person or group of
affiliated or associated persons becomes an Acquiring Person, no
such amendment may adversely affect the interests of the holders
of the Rights. The ability of the Board of Directors to amend
the terms of the Rights is in addition to and in no way limits
the discretion of the Board of Directors to redeem the Rights.
RIGHTS AGREEMENT. A copy of the Rights Agreement has been filed
with the Securities and Exchange Commission as an Exhibit to a
Registration Statement on Form 8-A dated January 24, 1997. A
copy of the Rights Agreement is available free of charge from the
Company. 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 hereby incorporated herein by
reference.
ITEM 7(c). EXHIBITS
Exhibit
Number Description
- ----------- ----------------------------------------------------------
* 4.1 Rights Agreement dated as of January 21, 1997
between Ostex International, Inc. and ChaseMellon
Shareholder Services L.L.C..
99.1 Press release issued January 22, 1997
* Incorporated herein by reference to Exhibit 2.1 to Registrant's
Form 8-A filed January 24, 1997.
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.
Dated the 22th day of January, 1997.
OSTEX INTERNATIONAL, INC.
By /S/ Robert M. Littauer
---------------------------------
Robert M. Littauer
Senior Vice President of
Finance & Operations
INDEX TO EXHIBITS
TO
FORM 8-K
Exhibit
Number Description
- ----------- ----------------------------------------------------------
* 4.1 Rights Agreement dated as of January 21, 1997
between Ostex International, Inc. and ChaseMellon
Shareholder Services L.L.C..
99.1 Press release issued January 22, 1997
* Incorporated herein by reference to Exhibit 2.1 to Registrant's
Form 8-A filed January 24, 1997.
EXHIBIT 99.1 TO FORM 8-K
[OSTEX LOGO]
FINANCIAL CONTACT: COMPANY CONTACT:
Lillian Armstrong/Adam Aron Robert Littauer
Lippert/Heilshorn & Associates Ostex International, Inc.
415-433-3777 206-689-0592
e-mail:lillian@lhai.com e-mail: littauer@nwlink.com
OSTEX INTERNATIONAL, INC. ADOPTS SHAREHOLDER RIGHTS PLAN
SEATTLE, JANUARY 22, 1997 -- Ostex International, Inc. (NASDAQ
NM: OSTX) announced today that its Board of Directors has
adopted a Shareholder Rights Plan in which preferred stock
purchase rights have been granted as a non-taxable dividend at
the rate of one Right for each share of Common Stock held of
record as of the close of business on January 27, 1997. The
Rights will expire in January, 2007.
The Rights Plan, which is similar to plans adopted by more than
1,800 publicly-traded companies, is designed to deter coercive or
unfair takeover tactics. The Company's adoption of the Plan is
intended to protect the rights of its stockholders and is not in
response to any acquisition proposal. The Rights are not
intended to prevent a takeover of the Company and will not do so.
The Rights are designed to provide adequate time for the Board
and shareholders to evaluate the fairness of a proposal. The
Rights deal with the very serious problem of another person or
company using abusive tactics to deprive the Board and
shareholders of any real opportunity to determine the destiny of
the Company.
In implementing the Plan, the Board has declared a dividend of
one Right for each outstanding share of Ostex Common Stock. Each
Right, upon becoming exercisable, would entitle the holder
thereof to purchase 1/100th of a share of a new series of
Preferred Stock. One one-hundredth of a share of Preferred Stock
is intended to be approximately the economic equivalent of one
share of Common Stock.
At the time of adoption of the Shareholder Rights Plan, the
Rights are neither exercisable nor traded separately from the
Common Stock. The Rights will be exercisable only if a person or
group in the future becomes the beneficial owner of 20% or more
of the Common Stock, or announces a tender or exchange offer
which would result in its ownership of 20% or more of the Common
Stock, without approval by the Company's Board of Directors.
Ten days after a public announcement that a person has become the
beneficial owner of 20% or more of the Common Stock, each holder
of a Right, other than the acquiring person, would be entitled to
purchase shares of Common Shares of the Company
at one-half of the then-current price. If the Company is acquired
in a merger, or 50% or more of the Company's assets are sold in
one or more related transactions, each Right would entitle the
holder thereof to purchase common stock of the acquiring company
at half of the then-current market price of such common stock.
At any time after a person or group of persons becomes the
beneficial owner of 20% or more of the Common Stock, the Board of
Directors may exchange one share of Common Stock for each Right,
other than Rights held by the acquiring person. Additional
details regarding the Rights Plan will be outlined in a summary
to be mailed to all stockholders following the Record Date.
Ostex International, Inc. is engaged in the discovery,
development, sales and marketing of diagnostics and therapeutics
for diseases of the skeleton. The Company believes its lead
product, Osteomark -Regiatered Trademark-, incorporates
breakthrough technology in the area of bone resorption
measurement. Ostex has performed collaborative relationships
with a number of leading diagnostic and pharmaceutical companies
to aid in the commercialization of Osteomark.