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)
April 6, 1998
ANIKA THERAPEUTICS, INC.
(Exact name of registrant as specified in charter)
Massachusetts
(State or Other Jurisdiction of Incorporation)
000-21326 04-3145961
(Commission file number) (IRS employer identification number)
236 West Cummings Park, Woburn, Massachusetts 01801
(Address of principal executive offices) (Zip code)
(781) 932-6616
(Registrant's telephone number, including area code)
Anika Research, Inc.
(Former Name)
Item 5. Other Events
On April 6, 1998, the Board of Directors of the Company adopted a
Shareholder Rights Agreement (the "Rights Agreement"). The following
description of the terms of the Rights Agreement does not purport to be
complete and is qualified in its entirety by reference to the Rights
Agreement which is attached hereto as an exhibit and is incorporated herein
by reference.
Pursuant to the terms of the Rights Agreement, the Board of Directors
declared a dividend distribution of one Preferred Stock Purchase Right (a
"Right") for each outstanding share of Common Stock of the Company (the
"Common Stock") to stockholders of record as of the close of business on
April 23, 1998 (the "Record Date"). In addition, one Right will
automatically attach to each share of Common Stock issued between the
Record Date and the Distribution Date (as hereinafter defined). Each Right
entitles the registered holder thereof to purchase from the Company a unit
consisting of one one-thousandth of a share (a "Unit") of Series B Junior
Participating Cumulative Preferred Stock, par value $0.01 per share (the
"Preferred Stock"), at a cash exercise price of $45.00 per Unit (the
"Exercise Price"), subject to adjustment.
Initially, the Rights are not exercisable and are attached to and
trade with all shares of Common Stock outstanding as of, and issued
subsequent to, the Record Date. The Rights will separate from the Common
Stock and will become exercisable upon the earliest of (i) the close of
business on the tenth calendar day following the first public announcement
that a person or group of affiliated or associated persons has acquired
beneficial ownership of 15% or more of the outstanding shares of Common
Stock (an "Acquiring Person") (the date of said announcement being referred
to as the "Stock Acquisition Date"), (ii) the close of business on the
tenth business day (or such later day as the Board of Directors may
determine) following the commencement of a tender offer or exchange offer
that would result upon its consummation in a person or group becoming the
beneficial owner of 15% or more of the outstanding shares of Common Stock
or (iii) the determination by the Board of Directors that any person is an
"Adverse Person" (the earliest of such dates being herein referred to as
the "Distribution Date").
The Board of Directors may declare a person to be an Adverse Person
after a determination that such person, alone or together with its
affiliates and associates, has become the beneficial owner of 10% or more
of the outstanding shares of Common Stock and a determination by the Board
of Directors, after reasonable inquiry and investigation, including such
consultation, if any, with such persons as the directors shall deem
appropriate, that (a) such beneficial ownership by such person is intended
to cause, is reasonably likely to cause or will cause the Company to
repurchase the Common Stock beneficially owned by such person or to cause
pressure on the Company to take action or enter into a transaction or
series of transactions which would provide such person with short-term
financial gain under circumstances where the Board of Directors determines
that the best long-term interests of the
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Company and its stockholders, but for the actions and possible actions of
such person, would not be served by taking such action or entering into
such transaction or series of transactions at that time or (b) such
beneficial ownership is causing, or is reasonably likely to cause, a
material adverse impact (including, but not limited to, impairment of
relationships with customers or impairment of the Company's ability to
maintain its competitive position) on the business or prospects of the
Company. No delay or failure by the Board of Directors to declare a person
to be an Adverse Person shall in any way waive or otherwise affect the
power of the Board of Directors subsequently to declare a person an Adverse
Person. In the event that the Board of Directors should at any time
determine, upon reasonable inquiry and investigation, including
consultation with such persons as the Board of Directors shall deem
appropriate, that such person has not met or complied with any condition
specified by the Board of Directors, the Board of Directors may at any time
thereafter declare the person to be an Adverse Person.
Until the Distribution Date (or earlier redemption, exchange or
expiration of the Rights), (a) the Rights will be evidenced by the Common
Stock certificates and will be transferred with and only with such Common
Stock certificates, (b) new Common Stock certificates issued after the
Record Date will contain a notation incorporating the Rights Agreement by
reference, and (c) the surrender for transfer of any certificates for
Common Stock 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 April 6, 2008 (the "Expiration Date"),
unless previously redeemed or exchanged by the Company as described below.
As soon as practicable after the Distribution Date, Right Certificates
will be mailed to holders of record of Common Stock as of the close of
business on the Distribution Date and, thereafter, the separate Right
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 a Stock Acquisition Date occurs or the Board of
Directors determines that a person is an Adverse Person, proper provision
will be made so that each holder of a Right (other than an Acquiring
Person, an Adverse Person or their associates or affiliates, whose Rights
shall become null and void) will thereafter have the right to receive upon
exercise that number of Units of Preferred Stock of the Company having a
market value of two times the exercise price of the Right (such right being
referred to as the "Subscription Right"). In the event that, at any time
following the Stock Acquisition Date, (i) the Company consolidates with, or
merges with and into, any other person, and the Company is not the
continuing or surviving corporation, (ii) any person consolidates with the
Company, or merges with and into the Company and the Company is the
continuing or surviving corporation of such merger and, in connection with
such merger, all or part of the shares of Common Stock are changed into or
exchanged for stock or other securities of any other person or cash or any
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other property, or (iii) 50% or more of the Company's assets or earning
power is sold, mortgaged or otherwise transferred, each holder of a Right
shall thereafter have the right to receive, upon exercise, common stock of
the acquiring company having a market value equal to two times the exercise
price of the Right (such right being referred to as the "Merger Right").
The holder of a Right will continue to have the Merger Right whether or not
such holder has exercised the Subscription Right. Rights that are or were
beneficially owned by an Acquiring Person or an Adverse Person may (under
certain circumstances specified in the Rights Agreement) become null and
void.
At any time after a person becomes an Acquiring Person or the Board of
Directors determines that a person is an Adverse Person, the Board of
Directors may, at its option, exchange all or any part of the then
outstanding and exercisable Rights for shares of Common Stock or Units of
Preferred Stock at an exchange ratio specified in the Rights Agreement.
Notwithstanding the foregoing, the Board of Directors generally will not be
empowered to effect such exchange at any time after any person becomes the
beneficial owner of 50% or more of the Common Stock of the Company.
The Exercise Price payable, and the number of Units of Preferred 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 Preferred Stock, (ii) if holders of the Preferred
Stock are granted certain rights or warrants to subscribe for Preferred
Stock or convertible securities at less than the current market price of
the Preferred Stock, or (iii) upon the distribution to holders of the
Preferred Stock 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 Exercise Price will be
required until cumulative adjustments amount to at least 1% of the Exercise
Price. The Company is not obligated to issue fractional Units. If the
Company elects not to issue fractional Units, in lieu thereof an adjustment
in cash will be made based on the fair market value of the Preferred Stock
on the last trading date prior to the date of exercise.
The Rights may be redeemed in whole, but not in part, at a price of
$0.01 per Right (payable in cash, Common Stock or other consideration
deemed appropriate by the Board of Directors) by the Board of Directors
only until the earliest of (i) the date on which a person is declared to be
an Adverse Person, (ii) the time at which any person becomes an Acquiring
Person, or (iii) the expiration date of the Rights Agreement. Immediately
upon the action of the Board of Directors ordering redemption of the
Rights, the Rights will terminate and thereafter the only right of the
holders of Rights will be to receive the redemption price.
The Rights Agreement may be amended by the Board of Directors in its
sole discretion until the earliest to occur of (i) the time at which any
person becomes an Acquiring Person or (ii) the date on which a person is
declared to be an Adverse Person. After such time or date, as the case may
be, the Board of Directors may, subject to certain limitations set forth in
the
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Rights Agreement, amend the Rights Agreement only to cure any ambiguity,
defect or inconsistency, to shorten or lengthen any time period, or to make
changes that do not adversely affect the interests of Rights holders
(excluding the interests of an Acquiring Person, an Adverse Person or their
associates or affiliates). In addition, the Board of Directors may at any
time prior to the earliest to occur of (i) the time at which any person
becomes an Acquiring Person or (ii) the date on which a person is declared
to be an Adverse Person, amend the Rights Agreement to lower the threshold
at which a person becomes an Acquiring Person to not less than the greater
of (i) the sum of .001% and the largest percentage of the outstanding
Common Stock then owned by any person and (ii) 10%.
Until a Right is exercised, the holder will have no rights as a
stockholder of the Company (beyond those as an existing stockholder),
including the right to vote or to receive dividends. While the
distribution of the Rights will not be taxable to stockholders or to the
Company, stockholders may, depending upon the circumstances, recognize
taxable income in the event that the Rights become exercisable for Units,
other securities of the Company, other consideration or for common stock of
an acquiring company.
The certificate of vote of directors establishing the Preferred Stock
and the form of Right Certificate are attached as Exhibits A and B,
respectively, to the Rights Agreement (which is included as an exhibit to
this Form 8-K). The foregoing description of the Rights does not purport
to be complete and is qualified in its entirety by reference to the Rights
Agreement which is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
Exhibit 3.1 - Certificate of Vote of Directors Establishing a Series
of a Class of Stock of Anika Therapeutics, Inc.
classifying and designating the Series B Junior
Participating Cumulative Preferred Stock.
Exhibit 4.1 - Shareholder Rights Agreement, dated as of April 6,
1998, between Anika Therapeutics, Inc. and Firstar
Trust Company, as Rights Agent.
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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 hereunto duly authorized.
ANIKA THERAPEUTICS, INC.
Date: April 6, 1998 By: /s/ J. Melville Engle
----------------------------
J. Melville Engle
President and Director
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EXHIBIT INDEX
Exhibit No.
3.1 Certificate of Vote of Directors Establishing a Series of a Class of
Stock of Anika Therapeutics, Inc. classifying and designating the
Series B Junior Participating Cumulative Preferred Stock.
4.1 Shareholder Rights Agreement, dated as of April 6, 1998, between Anika
Therapeutics, Inc. and Firstar Trust Company, as Rights Agent.
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