SECURITIES AND EXCHANGE COMMISSION Washington,
D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
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OSTEX INTERNATIONAL, INC.
Exact Name of Registrant as Specified in Its Charter
WASHINGTON
State of Incorporation or Organization
91-1450247
IRS Employer Identification Number
2203 AIRPORT WAY SOUTH, SUITE 400
SEATTLE, WASHINGTON 98134
Address of Principal Executive Offices
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Securities to be registered pursuant to Section 12(b) of the Act:
[NONE]
Title of Each Class to Be So Registered
[N/A]
Name of Each Exchange on Which Each Class Is to Be Registered
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box: ............................................ [ ]
If this Form relates to the registration of a class of debt securities and is
to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box:....... [ ]
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Securities to be registered pursuant to Section 12(g) of the Act:
PREFERRED STOCK PURCHASE RIGHTS
Title of Class
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ITEM 1. DESCRIPTION F REGISTRANT'S SECURITIES TO BEREGISTERED
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 onehundredth 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 is hereby filed with the
Securities and Exchange Commission as an Exhibit to this Registration Statement
on Form 8-A. 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 2. EXHIBITS
Exhibit
Number Description
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1.1 Form of Right Certificate [included as Exhibit B to Exhibit 2.1
to this Form 8-A].
2.1 Rights Agreement dated as of January 21, 1997 between Ostex
International, Inc. and ChaseMellon Shareholder Services L.L.C..
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 hereunto duly authorized.
Dated the 22nd day of January, 1997.
OSTEX INTERNATIONAL, INC.
By /S/ ROBERT M. LITTAUER
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Robert M. Littauer Senior Vice
President of Finance & Operations
INDEX TO EXHIBITS
TO
FORM 8-A
Exhibit
Number Description
- ------- ---------------------------------------------------------------
1.1 Form of Right Certificate [included as Exhibit B to Exhibit 2.1
to this Form 8-A].
2.1 Rights Agreement dated as of January 21, 1997 between Ostex
International, Inc. and ChaseMellon Shareholder Services L.L.C..