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
Date of Report (Date of Earliest Event Reported)
December 30, 1997
PHARMACEUTICAL MARKETING SERVICES INC.
(Exact name of registrant as specified in its charter)
Delaware 01-9723 51-0335521
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
45 Rockefeller Plaza, New York, NY
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(Address of principal executive offices)
(212) 841-0610
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name, former address and former fiscal year,
if changed since last report)
Exhibit index on Page 7
ITEM 5. OTHER EVENTS.
On December 30, 1997, the Board of Directors of Pharmaceutical Marketing
Services Inc. (the "Company") declared a distribution of one common share
purchase right (a "Right") for each outstanding share of common stock, $.01 par
value (the "Common Shares"), of the Company. The distribution is payable on
January 9, 1998 to the stockholders of record on that date. As of December 16,
1997, 12,350,771 Common Shares were issued and outstanding. Each Right entitles
the registered holder, subject to the terms of the Rights Agreement, to purchase
from the Company one-third (1/3) of a Common Share of the Company at a price of
$60 per one-third of a Common Share (the "Purchase Price") under certain
circumstances and subject to adjustment. The description and terms of the Rights
are set forth in a Rights Agreement (the "Rights Agreement") between the Company
and Harris Trust Company, as Rights Agent (the "Rights Agent").
Initially, the Rights will attach to all Common Share certificates
representing outstanding shares and no separate Right Certificate (defined
below) will be distributed. The Rights will separate from the Common Shares and
a Distribution Date will occur upon the earlier of (i) ten days following a
public announcement that a person or group of affiliated or associated persons
(an "Acquiring Person") has acquired beneficial ownership of 15% or more of the
outstanding Voting Shares (as defined in the Rights Agreement) of the Company,
and (ii) ten business days following the commencement or announcement of an
intention to commence a tender offer or exchange offer (other than by the
Company, any subsidiary of the Company, any employee benefit plan of the Company
or of any subsidiary of the Company, or any Trustee of or fiduciary with respect
to any such plan when acting in such capacity) the consummation of which would
result in the beneficial ownership by a person or group of 15% or more of such
outstanding Voting Shares.
Until the Distribution Date (or earlier redemption or expiration of the
Rights) (i) the Rights will be evidenced, with respect to any of the Common
Shares outstanding on January 9, 1998, by certificates for outstanding Common
Shares and not by separate certificates evidencing the Rights, (ii) the Rights
will be transferred with and only with the Common Shares, (iii) new Common Share
certificates issued after January 9, 1998, upon transfer or new issuance of the
Common Shares, will contain a notation incorporating the Rights Agreement by
reference, and (iv) the surrender for transfer of any certificates for Common
Shares outstanding as of January 9, 1998 will also constitute the transfer of
the Rights associated with the Common Shares represented by such certificates.
As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights (the "Right Certifi-
2
cates") 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 thereafter evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights will
expire on the close of business on the tenth anniversary of the Rights Agreement
(the "Final Expiration Date"), unless the Final Expiration Date is changed or
the Rights are earlier redeemed or exchanged by the Company as described below.
Subject to action of the Board of Directors of the Company pursuant to
Section 25 of the Rights Agreement, if a person or group were to acquire 15% or
more of the Voting Shares of the Company, each holder of a Right then
outstanding (other than Rights beneficially owned by the Acquiring Person which
would become null and void) shall thereafter have a right to receive, upon
exercise thereof at a price equal to the then current Purchase Price multiplied
by the number of one-thirds of a Common Share for which a Right is then
exercisable, such number of Common Shares of the Company as shall equal the
result obtained by (x) multiplying the then current Purchase Price by the number
of one-thirds of a Common Share for which a Right is then exercisable and
dividing that by (y) 50% of the then current per share market price of the
Company's Common Shares on the date such person became an Acquiring Person.
If the Company were acquired in a merger or other business combination
transaction or more than 50% of its consolidated assets or earning power were
sold, 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 Purchase Price of the Right, that number of shares of common stock of
the acquiring company which at the time of such transaction would have a market
value of two times the Purchase Price of the Right.
The number of Common Shares or other securities or property issuable upon
exercise of the Rights, and the Purchase Price payable, are subject to customary
adjustments from time to time to prevent dilution.
The number of outstanding Rights and the number of Common Shares 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.
3
At any time after the acquisition by a person or group of affiliated or
associated persons of beneficial ownership of 15% or more of the outstanding
Voting Shares of the Company and before the acquisition by a person or group of
50% or more of the outstanding Voting Shares of the Company, the Board of
Directors may, at its option, issue Common Shares in mandatory redemption of, or
in exchange for, all or part of the then outstanding and exercisable Rights
(other than Rights owned by such Acquiring Person or group which would become
null and void) at an exchange ratio of one Common Share for each two Common
Shares for which each Right is then exercisable, subject to adjustment.
At any time prior to the tenth business day after the first public
announcement that a person or group has become the beneficial owner of 15% or
more of the outstanding Voting Shares, the Board of Directors of the Company may
redeem all, but not less than all, of the then outstanding Rights at a price of
$.01 per Right (the "Redemption Price"). The redemption of the Rights may be
made effective at such time, on such basis and with such conditions as the Board
of Directors in its sole discretion may establish. Immediately upon the action
of the Board of Directors ordering 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.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.
The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights, including an amendment
to change the Final Expiration Date, and, provided a Distribution Date has not
occurred, to extend the period during which the Rights may be redeemed, except
that after the Distribution Date no such amendment may materially and adversely
affect the interests of the holders of the Rights.
The form of Rights Agreement between the Company and the Rights Agent,
specifying the terms of the Rights, including the form of Right Certificate, the
form of the Summary of Rights to Purchase Common Shares and the specimen of the
legend to be placed on new Common Share certificates, is attached hereto as
Exhibit 4 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 Exhibit 4.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 4 Form of Rights Agreement between Pharmaceutical Marketing
Services Inc. and Harris Trust Company, including the form
of Rights Certif-
4
icate as Exhibit A and the form of Summary of Rights to
Purchase Common Shares as Exhibit B. Pursuant to the Rights
Agreement, printed Right Certificates will not be delivered
until as soon as practicable after the Distribution Date.
Exhibit 20(a) Press Release dated December 30, 1997.
Exhibit 20(b) Form of Letter to Stockholders of Pharmaceutical Marketing
Services Inc. regarding the adoption of the Rights Plan
pursuant to the Rights Agreement.
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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 thereunto duly authorized.
PHARMACEUTICAL MARKETING SERVICES INC.
By: /s/ Dennis M.J. Turner
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Dennis M.J. Turner
Chief Executive Officer
Date: December 31, 1997
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INDEX TO EXHIBITS
Exhibit Description
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4 Rights Agreement
20(a) Press Release
20(b) Letter to Stockholders