SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
Amendment No. 3
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PATHOGENESIS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 91-1542150
(State of incorporation) (IRS Employer Identification No.)
201 ELLIOTT AVENUE WEST
SEATTLE, WASHINGTON 98119
(Address of principal executive offices)(Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. [ ] box. [X]
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
--------------------------- --------------------------------
None.
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Share Purchase Rights
(Title of Class)
<PAGE>
The undersigned registrant hereby amends and supplements Items 1 and 2 of
its Registration Statement on Form 8-A, filed with the Securities and Exchange
Commission (the "Commission") on June 10, 1997, as amended by Amendment No.1
filed with the Commission on March 30, 1998 as an Exhibit to Form 10-K, and
further amended by Amendment No.2 on Form 8-A/A filed with the Commission on
April 15, 1999.
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
References to "we," "us," "our," "PathoGenesis" or "the Company" mean
PathoGenesis Corporation.
Item 1 is hereby amended, as described below, to reflect certain changes
that we have made to our Rights Agreement, dated as of June 26, 1997 and amended
on March 8, 1998 and on April 13, 1999 (the "Rights Agreement"), by and between
the Company and Harris Trust and Savings Bank, as Rights Agent (the "Rights
Agent"), as amended by the Amendment of Rights Plan, dated as of August 18,
2000.
On August 13, 2000, the Company entered into an Agreement and Plan of
Merger (the "Merger Agreement"), by and among the Company, Chiron Corporation
("Chiron"), and Picard Acquisition Corp., a wholly owned subsidiary of Chiron
("Merger Sub" and the "Purchaser"), with respect to a tender offer by Merger Sub
for all of the outstanding shares of common stock, par value $0.001 per share,
of the Company, followed by the merger of Merger Sub with and into the Company
(the "Merger"), all in accordance with the terms, and subject to the conditions,
set forth in the Merger Agreement.
Our Rights Agreement generally provides, among other things, that the
Rights, unless earlier redeemed by the Board of Directors, become exercisable
upon the close of business on the day (the "Distribution Date"), which is the
earlier of (i) the tenth day following a public announcement that a person or
group of affiliated or associated persons, with certain exceptions set forth
below, has acquired beneficial ownership of 15% or more of the outstanding
voting stock of the Company (an "Acquiring Person"), and (ii) the tenth business
day (or such later date as may be determined by the Board of Directors prior to
such time as any person or group of affiliated or associated persons becomes an
Acquiring Person) after the date of the commencement or announcement of a
person's or group's intention to commence a tender or exchange offer the
consummation of which would result in that person or group becoming an Acquiring
Person (even if no shares are actually purchased
pursuant to such offer).
We have amended our Rights Agreement to provide that:
(1) none of Chiron and its subsidiaries (including the Purchaser)
will become an Acquiring Person and no Stock Acquisition Date
will occur as a result of the execution, delivery and performance
of the Merger Agreement and the consummation of the Offer or the
Merger;
(2) no Distribution Date will occur as a result of the announcement
of or the execution of the Merger Agreement or any of the
transactions contemplated by the Merger Agreement;
(3) neither Chiron nor the Purchaser will be an Acquiring Person
as a result of the transactions contemplated by the Merger
Agreement; and
(4) the Rights will expire immediately prior to the initial purchase
of shares of our common stock in the tender offer contemplated
by the Merger Agreement, if they have not expired earlier.
<PAGE>
The foregoing summary of the amendment to our Rights Agreement is not
complete and is qualified in its entirety by reference to the full text of the
amendment, which is filed as Exhibit 4.1 (bbbb) hereto and is incorporated
herein by reference.
ITEM 2. EXHIBITS
4.1(b) Rights Agreement, dated as of June 26, 1997, by and between
PathoGenesis Corporation and Harris Trust and Savings Bank, as Rights
Agent, including the Form of Right Certificate as Exhibit B
(incorporated by reference to Exhibit 1 to PathoGenesis's Current
Report on Form 8-K filed on July 10, 1997).
4.1(bb) First Amendment, dated as of March 8, 1998, to Rights Agreement, by
and between PathoGenesis Corporation and Harris Trust and Savings
Bank, as Rights Agent (incorporated by reference to Exhibit 4.1(bb)
to PathoGenesis's Annual Report on Form 10-K for 1997).
4.1(bbb) Amendment of Rights Agreement, dated as of April 13, 1999, by and
between PathoGenesis Corporation and Harris Trust and Savings Bank, as
Rights Agent (incorporated by reference to Exhibit 4.1(bbb) to
PathoGenesis's Form 8-A/A filed April 15, 1999).
4.1(bbbb) Amendment to Rights Agreement, dated as of August 18, 2000, to the
Rights Agreement, by and between Pathogenesis Corporation and Harris
Trust and Savings Bank, as Rights Agent.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to the
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized.
Dated: August 24, 2000
PATHOGENESIS CORPORATION
By: /s/ Alan R. Meyer
--------------------------------
Name: Alan R. Meyer
Title: Chief Financial Officer
