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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
CHAD THERAPEUTICS, INC.
(Exact name of the Registrant as specified in its charter)
California 95-3792700
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
21622 Plummer Street, Chatsworth, California 91311
(Address of the Registrant's principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Securities
Exchange Act of 1934, as amended (the "Act"):
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Rights to Purchase Common Stock American Stock Exchange
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 [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
(Title of class)
(Title of class)
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Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Under a Rights Agreement dated as of March 24, 1997 (the "Rights
Agreement") between Chad Therapeutics, Inc. (the "Company") and American Stock
Transfer & Trust Company, as Rights Agent (the "Rights Agent"), the Company's
Board of Directors has declared a dividend of one right ("Right") for each
outstanding share of Common Stock, $.01 par value (the "Common Shares"). The
dividend is payable on May 5, 1997 to shareholders of record as of the close
business on May 5, 1997. Each Right entitles the registered holder to purchase
from the Company one Common Share at an exercise price of $25 (the "Purchase
Price"), subject to adjustment.
The following summary of the principal terms of the Rights Agreement is a
general description only and is subject to the detailed terms and conditions of
the Rights Agreement. A copy of the Rights Agreement, including the form of
Rights Certificate and the Summary of Rights attached to the Rights Agreement
as Exhibits A and B, is filed as Exhibit 1 to this Registration Statement and
is incorporated herein by reference. A copy of the Rights Agreement is
available to shareholders free of charge from the Company.
Rights Evidenced by Common Share Certificates
The Rights will not be exercisable until the Distribution Date (defined
below). Until the Distribution Date, certificates for the Rights ("Rights
Certificates") will not be sent to shareholders and the Rights will attach to
and trade only together with the Common Shares. Accordingly, Common Share
certificates outstanding on May 5, 1997 will evidence the Rights related
thereto, and Common Share certificates issued after that date will contain a
notation incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the Rights), the
surrender or transfer of any certificates for Common Shares, outstanding as of
May 5, 1997, even without notation or a copy of the Summary of Rights being
attached thereto, will also constitute the transfer of the Rights associated
with the Common Shares represented by such certificate.
Distribution Date
The Rights will separate from the Common Shares, Rights Certificates will
be issued and the Rights will become exercisable upon the earlier of: (i) ten
days after the first date of public announcement (the "Stock Acquisition Date")
that a person or group of affiliated or associated persons (an "Acquiring
Person") has acquired, or obtained the right to acquire, beneficial ownership
of 15% or more of the outstanding Common Shares in a transaction not approved
by the Continuing Disinterested Board, or (ii) ten days 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 the outstanding Common Shares
in a transaction not approved by the Continuing Disinterested Board. The first
to occur of such dates is referred to as the "Distribution Date." The term
"Continuing Disinterested Board," as used in this Registration Statement, means
a majority of the members of the Company's Board of Directors who are not
affiliated or associated with an Acquiring Person (or, if there is no Acquiring
Person, not affiliated or associated with a person or group that proposes to
become an Acquiring Person), who are not officers or employees of the Company,
and who either served as directors on March 24, 1997 or were subsequently
nominated by a majority of those directors and others so nominated.
Issuance of Rights Certificates
As soon as practicable following the Distribution Date, separate Rights
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 Rights
Certificates alone will then evidence the Rights from and after the
Distribution Date. All Common Shares issued before the Distribution Date will
be issued with Rights. Common Shares issued after the Distribution Date will
be issued with Rights if such shares are issued (i) upon the conversion of any
convertible securities issued after adoption of the Rights Agreement or (ii)
pursuant to the exercise of stock options or under employee benefit plans
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or arrangements unless such issuance would result in (or create a risk that)
such options, plans or arrangements would not qualify for otherwise available
special tax treatment. Except as otherwise determined by the Board of
Directors, no other Common Shares issued after the Distribution Date will be
issued with Rights.
Expiration of Rights
The Rights will expire on the earliest of (i) May 5, 2007 (the "Final
Expiration Date"), or (ii) redemption or exchange of the Rights as described
below.
Initial Right to Buy Shares
Following the Distribution Date and until one of the further events
described below, holders of the Rights will be entitled to receive, upon
exercise and the payment of $25 per Right, one Common Share. If the Company
does not have sufficient Common Shares available for all Rights to be exercised
or the Board of Directors decides that such action is necessary and not
contrary to the interest of Rights holders, the Company may instead substitute
cash, assets or other securities for the Common Shares for which the Rights
would have been exercisable.
Right to Buy Additional Common Shares
Unless the Rights are earlier redeemed or expire, if a person or group of
associated or affiliated persons becomes the beneficial owner of 15% or more of
the Common Shares then outstanding (other than pursuant to a transaction
approved by the Continuing Disinterested Board), then proper provision will be
made so that each holder of a Right which has not theretofore been exercised
(other than Rights beneficially owned by the Acquiring Person or an affiliated
or associate of the Acquiring Person, which will thereafter be void) will
thereafter have the right to receive, upon exercise of the Rights, Common
Shares (or, in certain circumstances as determined by the Board of Directors,
cash, other property or other securities) having a value equal to two times the
Purchase Price. Rights are not exercisable following the occurrence of an
event as described above until such time as the Rights are no longer redeemable
by the Company as set forth below.
The Rights will not become exercisable upon the acquisition of 15% or more
of the Company's outstanding Common Shares by a person or group of associated
or affiliated persons if the Continuing Disinterested Board approves that
acquisition.
Right to Buy Acquiring Company Shares
Similarly, unless the Rights are earlier redeemed or expire, if, after a
Stock Acquisition Date, (i) the Company is acquired in a merger or other
business combination transaction, or (ii) 50% or more of the Company's assets
or earning power is sold (other than in transactions in the ordinary course of
business), proper provision must have been made so that each holder of a Right
which has not theretofore been exercised (other than Rights beneficially owned
by the Acquiring Person or an affiliated or associate of the Acquiring Person,
which will thereafter be void) will thereafter have the right to receive, upon
exercise of the Rights, shares of common stock of the acquiring company (or the
equity securities or other equity interest having power to control or direct
the management of the acquiring company) having a value equal to two times the
Purchase Price.
Exchange Provision
At any time after any Person becomes an Acquiring Person, the Continuing
Disinterested Board may cause the Company to exchange the Rights (other than
Rights owned by the Acquiring Person), in whole or in part, for Common Shares
at an exchange ratio of one Common Share per Right, appropriately adjusted to
reflect any stock split, reverse stock split, reclassification, stock dividend
or similar transaction occurring after the date of the Rights Agreement.
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Redemption
At any time on or before the close of business on the earlier of (i) the
tenth day after the Stock Acquisition Date, or (ii) the Final Expiration Date,
the Company may redeem the Rights in whole, but not in part, at a price of
$.001 per Right.
Adjustments to Prevent Dilution
The Purchase Price payable, the number of Rights, and the number of Common
Shares or other securities issuable upon exercise of the Rights are subject to
adjustment from time to time in connection with dilutive issuances by the
Company as set forth in the Rights Agreement.
Cash Paid for Fractional Shares
No fractional portion less than integral multiples of one Common Share will
be issued upon exercise of a Right. In lieu of fractional shares, an
adjustment in cash will be made based on the market price of the Common Shares
on the last trading date before the date of exercise.
No Rights as Shareholder Before Exercise
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.
Amendment of Rights Agreement
Other than those provisions relating to the principal economic terms of the
Rights, any of the provisions of the Rights Agreement may be amended by the
Continuing Disinterested Board before the Distribution Date. After the
Distribution Date, the Rights Agreement may only be amended by the Continuing
Disinterested Board, and then only in order to cure any ambiguity, to correct
or supplement any provision of the Rights Agreement which may be defective or
inconsistent with any other provision of the Rights Agreement, to make changes
which do not adversely affect the interest of holders of Rights (excluding the
interest of any Acquiring Person or an affiliate or associate of an Acquiring
Person), to shorten or lengthen any time period under the Rights Agreement or
to lower to 10% the threshold of beneficial ownership of Common Shares that
will trigger a Distribution Date and will cause a person or group to become an
Acquiring Person. However, no amendment to lengthen the time period governing
redemption shall be made at such time as the Rights are not redeemable, and no
amendment to lengthen any other time period shall be made unless such
lengthening is for the purpose of protecting, enhancing or clarifying the
rights of, and/or the benefits to, the holders of Rights (other than any
Acquiring Person or an affiliate or associate of an Acquiring Person).
Certain Anti-Takeover Effects
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
without conditioning the offer on a substantial number of Rights being
acquired. The Rights, however, should not interfere with any merger or
business combination approved by the Continuing Disinterested Board because the
Rights may be redeemed by the Company within ten days (or such later date as
may be determined by the Continuing Disinterested Board) after the accumulation
of 15% or more of the Company's shares by a single acquiror or group. In
addition, the Continuing Disinterested Board may approve such an accumulation
in advance, without redeeming the Rights.
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The form of Rights Agreement between the Company and the Rights Agent
specifying the terms of the Rights is attached hereto as an exhibit and is
incorporated herein by this reference. The foregoing description of the Rights
does not purport to be complete and is qualified in its entirety by reference
to the Rights Agreement.
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Item 2. EXHIBITS
1. Rights Agreement, dated as of March 24, 1997, between Chad
Therapeutics, Inc. and American Stock Transfer & Trust Company, as
Rights Agent, including the form of Rights Certificate and the Summary
of Rights attached thereto as Exhibits A and B, respectively.
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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, hereunto duly authorized.
CHAD THERAPEUTICS, INC.
(Registrant)
Date: April 25, 1997 /s/ Charles R. Adams
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Charles R. Adams
Chief Executive Officer
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EXHIBIT INDEX
Exhibit Sequential
No. Exhibit Page No.
------- ------- ----------
1. Rights Agreement, dated as of March 24, 1997, between Chad 9
Therapeutics, Inc. and American Stock Transfer & Trust Company, as
Rights Agent, including the form of Rights Certificate and the
Summary of Rights attached thereto as Exhibits A and B,
respectively.
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