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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: October 24, 2002
(Date of earliest event reported)
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PHARMOS CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 0-11550 36-3207413
(State or other (Commission (IRS Employer
jurisdiction of incorporation) File Number) Identification Number)
99 Wood Avenue South, Suite 311
Iselin, NJ 08830
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (732) 452-9556
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Item 5. Other Events.
On October 23, 2002, the Board of Directors of Pharmos Corporation (the "Board")
approved a stockholder rights plan as set forth in the Rights Agreement, dated
as of October 23, 2002, between Pharmos Corporation and American Stock Transfer
& Trust Company, as Rights Agent (the "Rights Agreement"). Under the Rights
Agreement, each common stockholder of record as of the close of business on
November 6, 2002, will receive a dividend of one right for each share of common
stock held. Each right entitles the holder to purchase from the company one
one-thousandth of a share of a new series of participating preferred stock at an
initial purchase price of $15.00. A press release relating to these matters was
issued by the company on October 23, 2002.
Concurrently with the approval of the Rights Agreement, the Board approved
certain amendments to the By-Laws of Pharmos Corporation. These amendments
include the establishment of an advance notice requirement for
stockholder-initiated nominations for directors or for other business to be
brought before annual meetings of stockholders and the creation of a classified,
or "staggered," board of directors, commencing following the next annual meeting
of stockholders.
The complete text of the press release issued by the company, the Rights
Agreement and the company's amended By-Laws are attached as exhibits to this
Form 8-K.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
99.1 Press Release, dated October 24, 2002.
99.2 Rights Agreement, dated as of October 23, 2002, between Pharmos
Corporation and American Stock Transfer & Trust Company, as Rights Agent.
99.3 Certificate of Designation of the Voting Powers, Designation, Preferences
and Relative, Participating, Optional or Other Special Rights and
Qualifications, Limitations of the Series D Preferred Stock (attached to
this Form 8-K as Exhibit A to Exhibit 99.2).
99.4 Amended and Restated By-Laws of Pharmos Corporation.
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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.
Dated: October 24, 2002
PHARMOS CORPORATION
By /s/ ROBERT W. COOK
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Robert W. Cook
Executive Vice President and Chief
Financial Officer
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