UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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)
December 31, 2004
MIRAVANT MEDICAL TECHNOLOGIES
(Exact name of registrant as specified in its charter)
Delaware 0-2554 77-0222872
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
336 Bollay Drive
Santa Barbara, CA 93117
(Address of principal executive offices, including zip code)
(805) 685-9880
(Registrant's telephone number,
including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Item 3.03. MATERIAL MODIFICATIONS TO RIGHTS OF SECURITY HOLDERS
On December 31, 2004, the Board of Directors of Miravant Medical Technologies,
or the Company, authorized an amendment to the Preferred Stock Rights Agreement,
dated as of July 13, 2000 and amended on April 24, 2001, or the Rights
Agreement, between the Company and U.S. Stock Transfer Corporation, as Rights
Agent. The amendment revises the definition of "Acquiring Person" in the Rights
Agreement to provide that the none of the following entities is deemed an
"Acquiring Person" in connection with a transfer among any of the following
entities of any shares of the Company's common stock (or securities convertible
into shares of the Company's common stock) beneficially owned by such entities
on the date of the amendment:
GORUMNA, LTD. (BVI)
PLEYEL HOLDINGS, LIMITED (BVI)
BIG CAT CAPITAL, LIMITED (BVI)
ACACIAS FINANCIAL, LIMITED (BVI)
ALERT INVESTMENTS, LIMITED (BVI)
CAMELFORD HOLDINGS, LIMITED (BVI)
DANUBE FINANCIAL, LIMITED (BVI)
DELICE FINANCIAL, LIMITED (BVI)
IRIS FINANCIAL, LIMITED (BVI)
PEARL WAVES, INC. (BVI)
PRINCESS FINANCE LIMITED, A BVI COMPANY
BOMOSEEN INVESTMENTS, LIMITED
DANDELION INTERNATIONAL, LIMITED
KINARO INVESTMENTS S.A.
MOREBATH HOLDINGS, LIMITED
SAULES HOLDINGS, LIMITED
SILVER CREEK INVESTMENTS, LIMITED
ST. CLOUD INVESTMENTS, LIMITED
TIOMAN FINANCE, LIMITED
Each of the foregoing entities is an existing securityholder of the Company.
The amendment is attached as Exhibit 4.1 hereto and is incorporated herein
by reference.
(c) Exhibits.
Exhibit No. Description
4.1 Amendment to the Rights Agreement, dated as of December 31, 2004,
between Miravant Medical Technologies and U.S. Stock Transfer
Corporation, as Rights Agent.
SIGNATURES
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.
Miravant Medical Technologies
By:/s/ John M. Philpott
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John M. Philpott
Chief Financial Officer
Date: January 4, 2005
EXHIBIT INDEX
Exhibit No. Description
4.1 Amendment to the Rights Agreement, dated as of December 31, 2004,
between Miravant Medical Technologies and U.S. Stock Transfer
Corporation, as Rights Agent.