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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 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MEDEX, INC.
Exact name of registrant as specified in its charter
Ohio 31-4441680
State of incorporation or organization I.R.S. Employer Identification No.
3637 Lacon Road, Hilliard, Ohio 43026
Address of principal executive offices Zip Code
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock Purchase Rights
(Title of Class)
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Item 1. Description of Securities to be Registered.
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On October 12, 1995, the Board of Directors of Medex, Inc. (the
"Company") declared a dividend distribution of one Right ("Right") for each
outstanding share of the Company's Common Stock, par value $0.01 per share (the
"Common Stock"), to shareholders of record at the close of business on October
26, 1995 ("Record Date"). Each Right entitles the registered holder to
purchase from the Company one share of Common Stock, par value $0.01 per share,
at a Purchase Price of $60 ("the Purchase Price"), subject to adjustment. The
Purchase Price shall be paid in cash. The description and terms of the Rights
are set forth in a Rights Agreement (the "Rights Agreement") between the
Company and Huntington National Bank, as Rights Agent.
Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate Rights
Certificates will be distributed. The Rights will separate from the Common
Stock and a "Distribution Date" will occur upon the earlier of (i) 10 days
following a public announcement 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 shares of
Common Stock (the "Stock Acquisition Date"), or (ii) 10 business days following
the commencement of a tender offer or exchange offer that would result in a
person or group beneficially owning 20% or more of such outstanding shares of
Common Stock. Until the Distribution Date, (i) the Rights will be evidenced by
the Common Stock certificates and will be transferred with and only with such
Common Stock certificates, (ii) new Common Stock certificates issued after
October 26, 1995 will contain a notation incorporating the Rights Agreement by
reference and (iii) the surrender for transfer of any certificates for Common
Stock outstanding will also constitute the transfer of the Rights associated
with the Common Stock represented by such certificate.
The Rights are not exercisable until the Distribution Date and
will expire at the close of business on October 26, 2005, unless earlier
redeemed by the Company as described below.
As soon as practicable after the Distribution Date, 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, the separate Rights
Certificates alone will represent the Rights. Except as otherwise determined
by the Board of Directors, only shares of Common Stock issued prior to the
Distribution Date will be issued with Rights.
In the event that, at any time following the Distribution
Date, (i) the Company is the surviving corporation in a merger with an
Acquiring Person or an associate or affiliate of an Acquiring Person and its
Common Stock is not changed or exchanged, or (ii) a person or group of
affiliated or associated persons becomes the beneficial owner of 20% or more of
the then outstanding shares of Common Stock (except pursuant to a tender offer
or exchange offer for all outstanding shares of Common Stock approved by a
majority of the Board of Directors who are not associated with an Acquiring
Person, the "Continuing Directors"), or (iii) during such time as there is an
Acquiring Person, an event occurs which results in such Acquiring Person's
ownership interest being increased by more than 1% (e.g., a reverse stock
split), or (iv) in the event of certain transactions between an Acquiring
Person or an Affiliate of an
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Acquiring Person and the Company, each holder of a Right will thereafter have
the right to receive, upon exercise, Common Stock having a value equal to two
times the exercise price of the Right (or, in certain circumstances, cash,
property or other securities of the Company) or, in certain circumstances, each
holder of a Right, for each Right held, will have the right to purchase one
share of Common Stock for a price equal to $1.00. Notwithstanding any of the
foregoing, following the occurrence of any of the events set forth in this
paragraph, all Rights that are, or (under certain circumstances specified in
the Rights Agreement) were, beneficially owned by any Acquiring Person will be
null and void. However, Rights are not exercisable following the occurrence of
any of the events set forth above until such time as the Rights are no longer
redeemable by the Company as set forth below.
For example, at an exercise price of $50 per Right, each Right
not owned by an Acquiring Person (or by certain related parties) following an
event set forth in the preceding paragraph would entitle its holder to purchase
$100 worth of Common Stock (or other consideration, as noted above) for $50.
Assuming that the Common Stock had a per share value of $10.00 at such time,
the holder of each valid Right would be entitled to purchase 10 shares of
Common Stock for $50. Fractional shares will not be issued. In lieu of
fractional shares of Common Stock, the Company may pay to the registered holder
of Rights Certificates at the time such Rights are exercised an amount in cash
equal to the same fraction of the current market value of one share of Common
Stock.
In the event that, at any time following the Stock Acquisition
Date, (i) the Company is acquired in a merger or other business combination
transaction in which the Company is not the surviving corporation (other than a
merger described in the second preceding paragraph), (ii) the Company is the
surviving corporation in a merger or consolidation with another person and all
or part of its Common Stock is changed or exchanged, or (iii) 50% or more of
the Company's assets or earning power is sold or transferred, each holder of a
Right (except Rights which previously have been voided as set forth above)
shall thereafter have the right to receive, upon exercise, common stock of the
acquiring company having a value equal to two times the exercise price of the
Right. The events set forth in this paragraph and in the second preceding
paragraph are referred to as the "Triggering Events."
The Purchase Price payable, and the number of shares of Common
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
Common Stock, (ii) if holders of the Common Stock are granted certain rights or
warrants to subscribe for Common Stock or convertible securities at less than
the current market price of the Common Stock, or (iii) upon the distribution to
holders of the Common Stock of evidences of indebtedness or assets (excluding
regular semiannual cash dividends) or of subscription rights or warrants (other
than those referred to above).
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments amount to at least 1% of the
Purchase Price. No fractional shares will be issued and, in lieu thereof, an
adjustment in cash will be made based on the market price of the Common Stock
on the last trading date prior to the date of exercise.
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At any time until ten (10) days following the Stock
Acquisition Date (as such period may be extended by the Company pursuant to the
Rights Agreement), the Company may redeem the Rights in whole, but not in part,
at a price of $.01 per Right provided that in certain circumstances such
redemption will require the concurrence of a majority of the Continuing
Directors. After this 10-day period has expired, this right of redemption may
be reinstated if an Acquiring Person reduces his beneficial ownership to 10% or
less of the outstanding shares of Common Stock in a transaction or series of
transactions not involving the Company and there are no other Acquiring
Persons. After the above 10-day period expires and prior to the occurrence of
a Triggering Event, the Company may redeem the Rights provided that such
redemption is incidental to a merger, consolidation or other business
combination involving the Company or a reorganization or restructuring of the
Company which is approved by a majority of the Continuing Directors.
Immediately upon the action of the Board of Directors ordering redemption of
the Rights, the Rights will terminate and the only right of the holders of
Rights will be to receive the $.01 redemption price.
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. While the distribution of the
Rights will not be taxable to shareholders or to the Company, shareholders may,
depending upon the circumstances, recognize taxable income in the event that
the Rights become exercisable for Common Stock (or other consideration) of the
Company or for common stock of the acquiring company as set forth above.
The Rights Agreement may be amended in certain instances so
long as there are Continuing Directors and a majority of such Continuing
Directors votes in favor of the proposed amendment. Other than those
provisions relating to the principal economic terms of the Rights, any of the
provisions of the Rights Agreement may be amended prior to the Distribution
Date. After the Distribution Date, the provisions of the Rights Agreement may
be amended in order to cure any ambiguity, to correct or supplement any
provision contained in the Rights Agreement which is defective or inconsistent
with another provision therein, to make changes which do not adversely affect
the interests of holders of Rights (excluding the interests of any Acquiring
Person), or to shorten or lengthen any time period under the Rights Agreement;
provided however, that no amendment to adjust the time period governing
redemption shall be made at such time as the Rights are not redeemable and no
amendment shall be made to lengthen any other time period unless such
lengthening is for the purpose of protecting, enhancing or clarifying the
rights of, and/or the benefits to, the holders of the common equity of the
Company, including the holders of the Rights.
The Rights Agreement between the Company and the Rights Agent
specifying the term of the Rights, which includes as Exhibit A the Form of
Rights Certificate, is attached hereto as Exhibit 1 and is incorporated herein
by reference. The foregoing description of the Rights does not purport to be
complete and is qualified in its entirety by reference to such Exhibits.
As of September 25, 1995, there were 6,164,485 shares of
Common Stock issued and outstanding and as of June 30, 1995 2,205,958 shares of
Common Stock reserved for issuance under employee benefit plans and the
non-employee director stock option plans. Each outstanding share of Common
Stock on October 26, 1995, will receive one Right. As long as the Rights are
attached
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to the Common Stock, the Company will issue one Right for each share of Common
Stock issued between the Record Date and the Distribution. 8,522,000 shares of
Common Stock have been reserved for issuance upon exercise of the Rights.
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. However, the Rights should not interfere with any merger or
other business combination approved by a majority of the Continuing Directors.
Item 2. Exhibits.
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1. Rights Agreement, dated as of October 12, 1995,
between Medex, Inc. and Huntington National Bank,
which includes as Exhibit A thereto the Form of
Rights Certificate. Pursuant to the Rights
Agreement, the Rights Certificates will not be mailed
until after the earlier of (i) 10 days following a
public announcement that a person or group of
affiliated or associated persons has acquired, or
obtained the right to acquire, beneficial ownership
of 15% or more of the outstanding shares of Common
Stock, or (ii) 10 business days following the
commencement of a tender offer or exchange offer that
would result in a person or group beneficially owning
20% or more of such outstanding shares of Common
Stock.
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.
MEDEX, INC.
(Registrant)
By: /s/ Bradley P. Gould
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Name: Bradley P. Gould
Title: Chief Executive Officer
Dated: October 20, 1995
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