SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------- 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 --------------- 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 ------------------- ------------------------------ 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. - ---------- # 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 ----------------------------------- William A. Hawkins III President and Chief Executive Officer Page 3 of 3 Pages