SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
AMENDMENT NO. 1
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.)
3890 Steve Reynolds Blvd.
Norcross, Georgia
(Address of principal executive 30093
offices) (Zip Code)
If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become
filing pursuant to General effective simultaneously with the
Instruction A(c)(1) please check the effectiveness of a concurrent
following box. |_| registration 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(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
Page 1 of 3 Pages
Securities to be registered pursuant to Section 12(g) of the Act:
PREFERRED SHARE PURCHASE RIGHTS
(Title of Class)
Item 1. Description of Registrant's Securities to be Registered.
On July 29, 1999, the Board of Directors of Novoste Corporation (the
"Registrant") approved certain amendments to the Rights Agreement, dated as of
October 25, 1996 (the "Rights Agreement"), between the Registrant and American
Stock Transfer & Trust Company, as Rights Agent (the "Rights Agent"). The
Registrant's Preferred Share Purchase Rights (the "Rights") were previously
registered on a Form 8-A Registration Statement (File No. 000-20727) (the "Form
8-A Registration Statement") filed with the Securities and Exchange Commission
via EDGAR on November 5, 1996. The description of the Rights set forth in the
Form 8-A Registration Statement is incorporated herein by reference.
The form of Amended and Restated Rights Agreement, dated as of July
29, 1999, between the Registrant and the Rights Agent, which specifies the terms
of the Rights, is attached hereto as Exhibit 3.2(a) and is incorporated herein
by reference.
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 Amended and Restated Rights Agreement, dated as of July
29, 1999, between Novoste Corporation and American Stock
Transfer & Trust Company, which includes as Exhibit B thereto
the Form of Right Certificate. Pursuant to the Amended and
Restated 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 (or with respect
to a certain group of shareholders, 20% or more) of the
outstanding shares of 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 (or with respect to a certain group of shareholders,
20% or more) of such outstanding shares of Common Shares.
4.17(b) Summary of Rights to Purchase Preferred Shares of Novoste
Corporation.
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# Filed as same numbered Exhibit to the Registrant's Registration
Statement on Form 8-A filed on November 5, 1996.
Page 2 of 3 Pages
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: July 29, 1999 By: /s/ William A. Hawkins III
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William A. Hawkins III
President and Chief Executive Officer
Page 3 of 3 Pages