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): July 27, 1998
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CYTOTHERAPEUTICS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-19871 943078125
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
701 George Washington Highway, Lincoln, RI 02865
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (401) 288-1000
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N/A
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(Former name or former address, if changed since last report)
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Item 5. Other Events
On July 27, 1998 the Board of Directors of CytoTherapeutics, Inc.
(the "Company") declared a dividend of one right (the "Rights") to purchase
one one-hundredth (1/100th) of a share of junior preferred stock, par value
$.01 per share, of the Company for each outstanding share of common stock,
par value $.01 per share, of the Company. The dividend is payable August 4,
1998 to stockholders of record at the close of business on such date. The
terms of the Rights are set forth in the Rights Agreement dated as of July
27, 1998 between the Company and BankBoston, N.A., as Rights Agent, a copy of
which is filed herewith as an exhibit and incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits:
1. Rights Agreement dated as of July 27, 1998 ("Rights
Agreement") between the Company and BankBoston, N.A., as
Rights Agent.
2. Form of Certificate of Designation with respect to the Junior
Preferred Stock, par value $.01 per share, of the Company
(attached as Exhibit A to the Rights Agreement).
3. Form of Rights Certificate (attached as Exhibit B to the
Rights Agreement). Pursuant to the Rights Agreement, printed
Rights Certificates will not be mailed until the Distribution
Date (as defined in the Rights Agreement).
4. Summary of Rights (attached as Exhibit C 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 hereunto duly authorized.
CYTOTHERAPEUTICS, INC.
Date: July 30, 1998 By: /s/ PHILIP YACHMETZ
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Name: Philip Yachmetz
Title: Senior Vice President
EXHIBIT INDEX
The following designated exhibits are filed herewith:
1. Rights Agreement dated as of July 27, 1998 ("Rights
Agreement") between the Company and BankBoston, N.A., as
Rights Agent.
2. Form of Certificate of Designation with respect to the Junior
Preferred Stock, par value $.01 per share, of the Company
(attached as Exhibit A to the Rights Agreement).
3. Form of Rights Certificate (attached as Exhibit B to the
Rights Agreement). Pursuant to the Rights Agreement, printed
Rights Certificates will not be mailed until the Distribution
Date (as defined in the Rights Agreement).
4. Summary of Rights (attached as Exhibit C to the Rights Agreement).
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