SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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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NOVOSTE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Florida 59-2787476
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
4350-C International Blvd.
Norcross, Georgia 30093
(Address of principal executive offices) (Zip Code)
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 under the Securities Act of 1933 pursuant to General Instruction
A(c)(2) please check the the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on which
to be so Registered Each Class is to be Registered
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NOT APPLICABLE
Securities to be registered pursuant to Section 12(g) of the Act:
RIGHTS TO PURCHASE PREFERRED SHARES
(Title of Class)
Page 1 of 6 Pages
Item 1. Description of Registrant's Securities to be Registered.
SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES
OF NOVOSTE CORPORATION
On October 25 1996, the Board of Directors of Novoste Corporation
(the "Company") declared a dividend of one Right for each outstanding share of
the Company's Common Stock, par value $.01 per share (the "Common Shares"), to
shareholders of record at the close of business on November 25, 1996. Each Right
entitles the registered holder to purchase from the Company a unit consisting of
1/100th of a share (a "Unit") of a newly authorized series of Preferred Stock
designated Series A Participating Preferred Stock, par value $.01 per share (the
"Preferred Shares"), at a purchase price of $85.00 per Unit, subject to
adjustment (the "Purchase Price"). The Purchase Price may be paid, at the option
of the holder, in cash or Common Shares having a value at the time of exercise
equal to the Purchase Price. The description and terms of the Rights are set
forth in a Rights Agreement (the "Rights Agreement") between the Company and
American Stock Transfer & Trust Company, as Rights Agent.
Initially, the Rights will be attached to all Common Shares
certificates representing shares then outstanding, and no separate Right
Certificates will be distributed. The Rights will separate from the Common
Shares and a Distribution Date will occur upon the earlier of (except in the
case of a "Permitted Offer" as hereinafter defined) (i) the first date of a
public announcement that a person or group of affiliated or associated persons
(an "Acquiring Person") has acquired, or has obtained the right to acquire,
beneficial ownership of 15% or more (in the case of the Hillman Entities (as
defined in the Rights Agreement), 20% or more) of the outstanding Common Shares
(the "Shares Acquisition Date"), or (ii) 10 business days following the
commencement of, or announcement of an intention to commence, a tender or
exchange offer the consummation of which would result in a person or group
beneficially owning 15% or more (in the case of the Hillman Entities, 20% or
more) of such outstanding Common Shares. Until the Distribution Date, (i) the
Rights will be evidenced by the Common Shares certificates and will be
transferred with and only with such Common Shares certificates, (ii) new Common
Shares certificates issued after November 25, 1996 will contain a notation
incorporating the Rights Agreement by reference, and (iii) the surrender for
transfer or any certificates for Common Shares outstanding will also constitute
the transfer of the Rights associated with Common Shares represented by such
certificate.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on November 25, 2006, unless earlier redeemed by
the Company as described below.
As soon as practicable after the Distribution Date, Right
Certificates will be mailed to holders of record of the Common Shares as of the
close of business on the Distribution Date and, thereafter, the separate Right
Certificates alone will represent the Rights. Except for shares issued pursuant
to the Company's stock option or employee benefit plans or as otherwise
Page 2 of 6 Pages
determined by the Board of Directors, only Common Shares issued prior to the
Distribution Date will be issued with Rights.
In the event that, at any time following the Distribution Date
(except in the case of a Permitted Offer), (i) the Company is the surviving
corporation in a merger with an Acquiring Person and its Common Shares are not
changed or exchanged, (ii) any individual, partnership, corporation or other
entity (a "Person") becomes the beneficial owner of 15% or more (in the case of
the Hillman Entities, 20% or more) of the then outstanding Common Shares, or
(iii) an Acquiring Person engages in one or more "self-dealing" transactions as
set forth in the Rights Agreement, each holder of a Right will thereafter have
the right to receive, upon exercise, Common Shares (or, in certain
circumstances, preferred stock (which may be Preferred Shares or any other
series or class of preferred stock), cash, property, other securities of the
Company or a combination thereof) having a value equal to two times the exercise
price of the Right. 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.
The term "Disinterested Director" means any member of the Board of
Directors of the Company who is not an employee of the Company, an Acquiring
Person or an affiliate or associate thereof, or any Person who was directly or
indirectly proposed or nominated as a director of the Company by a Transaction
Person (as defined in the Rights Agreement).
A "Permitted Offer" is a tender or exchange offer for all
outstanding Common Shares which is at a price and on terms determined, prior to
the purchase of shares under such tender or exchange offer, by a majority of
Disinterested Directors to be adequate (taking into account all factors that
such Disinterested Directors deem relevant) and otherwise in the best interests
of the Company and its shareholders (other than the person, or any affiliate or
associate thereof, on whose basis the offer is being made), taking into account
all factors that such Disinterested Directors may deem relevant.
For example, for illustration only, at an exercise price of $75.00
per Right, each Right not owned by an Acquiring Person (or by certain other
parties as set forth in the Rights Agreement) following an event set forth in
the preceding paragraph would entitle its holder to purchase $150.00 worth of
Common Shares (or other consideration, as noted above) for $150.00. Assuming
that the Common Shares had a per share value of $30.00 at such time, the holder
of each valid Right would be entitled to purchase five Common Shares for $75.00.
In the event that, at any time following the Shares Acquisition Date
(except in the case of a Permitted Offer), (i) the Company is acquired in a
merger or other business combination transaction in which the Company is not the
surviving corporation, (ii) the Company is acquired in a merger or other
business combination transaction in which the Company is the surviving
corporation but all or part of the Company's Common Shares are changed or
exchanged, or (iii) the Company shall effect a statutory share exchange with
outstanding Common Shares of the Company exchanged for stock or other securities
of any
Page 3 of 6 Pages
other Person, money or other property, (iv) 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
the value equal to two times the exercise price of the Right, other than in a
merger in which holders of Common Shares receive the same price as in a tender
offer or exchange offer approved by the Board of Directors as described in the
second preceding paragraph. The events set forth in this paragraph and in the
fourth preceding paragraph are referred to as the "Triggering Events."
The Purchase Price payable, and the number of Units 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) if holders of the Preferred Shares are granted certain
rights, options or warrants to subscribe for Preferred Shares or convertible
securities at 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 quarterly 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.
Fractional Rights will not be issued and, in lieu thereof, a payment
in cash will be made in an amount equal to the same fraction of the then current
market value of a whole Right.
At any time prior to the earlier to occur of (i) a Person becoming
an Acquiring Person or (ii) the expiration of the Rights, the Company may redeem
the Rights in whole, but not in part, at a price of $.01 per Right (the
"Redemption Price"). Additionally, the Company may redeem the then outstanding
Rights in whole, but not in part, at the Redemption Price after the triggering
of the Flip-In Right (as defined in the Rights Agreement) and before the
expiration of any period during which the Flip-In Right may be exercised in
connection with a merger or other business combination transaction or series of
transactions involving the Company in which all holders of Common Shares are
treated alike but not involving a Transaction Person. Upon the effective date of
the 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.
At any time after a person or group of affiliated or associated
persons becomes an Acquiring Person (subject to certain exceptions) and prior to
the acquisition by a person or group of affiliated or associated persons of 50%
or more of the outstanding Common Shares, the Board of Directors of the Company
may exchange all or part of the then outstanding and exercisable Rights (other
than Rights which have become void under the terms of the Rights Agreement) for
Common Shares at an exchange ratio of one Common Share per Right, subject to
adjustment.
Page 4 of 6 Pages
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 Shares, Preferred Shares or other consideration of
the Company or for common stock of the acquiring company as set forth above.
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 Board of Directors of the Company prior to the Distribution Date. After the
Distribution Date, the provisions of the Rights Agreement may be amended by the
Board (in certain circumstances, with the concurrence of the Disinterested
Directors) in order to cure any ambiguity, to make changes which do not
adversely affect the interest of holders of Rights (excluding the interests of
any Acquiring Persons), 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 then
redeemable.
As of October 15, 1996, there were 8,123,000 Common Shares issued
and outstanding. As of October 15, 1996, there were 2,237,325 (including options
to be issued under the Non-Employee Director Stock Option Plan that is subject
to shareholder approval) Common Shares reserved for issuance in connection with
the exercise of options pursuant to the Company's stock option plans and
employee benefit plans. 1,000,000 shares of Preferred Shares have been reserved
for issuance upon the 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 the Board of Directors.
The form of Rights Agreement between the Company and the Rights
Agent specifying the terms of the Rights, which includes as Exhibit B the form
of Right 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.
Page 5 of 6 Pages
Item 2. Exhibits.
3.2(a) Copy of First Amendment to Amended and Restated Articles of
Incorporation of Novoste Corporation filed with the
Department of State of the State of Florida on November 1,
1996.
4.17(a) Form of Rights Agreement, dated as of October 25, 1996,
between Novoste Corporation and American Stock Transfer &
Trust Company, which includes as Exhibit B thereto the Form
of Right Certificate. Pursuant to the Rights Agreement, the
Right Certificates will not be mailed until after the
earlier of (i) the first date of 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 Common Shares,
or (ii) 10 business days following the commencement of, or
announcement of an intention to commence, a tender or
exchange offer the consummation of which would result in a
person or group beneficially owning 15% or more of such
outstanding Common Shares.
4.17(b) Summary of Rights to Purchase Preferred Shares of Novoste
Corporation.
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, thereunto duly authorized.
NOVOSTE CORPORATION
(Registrant)
Dated: October 25, 1996 By: /s/ Thomas D. Weldon
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Thomas D. Weldon
President and Chief Executive Officer
Page 6 of 6 Pages