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): October 14, 1997
WALSH INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
Delaware 0-28202 51-0309207
(State or other jurisdiction of (Commission File (IRS Employer
incorporation) Number) Identification No.)
105 Terry Drive, Suite 118
Newtown Pennsylvania 18940
(Address, including zip code, of principal executive offices)
Registrant's telephone number, including area code:
(215) 860-4949
<PAGE>
Item 5. OTHER EVENTS.
On October 14, 1997, the Board of Directors of Walsh
International Inc. (the "Company") authorized and declared a dividend of one
Right (a "Right") for each outstanding share of Common Stock, par value $.01 per
share ("Common Stock"), of the Company (the "Common Shares"). The dividend is
payable on October 27, 1997 (the "Record Date") to the holders of record of the
Common Shares at the close of business on that date. In addition, the Company
has authorized the issuance of one Right with respect to each share of Common
Stock that shall become outstanding between the Record Date and the earliest of
the Distribution Date, the Redemption Date and the Final Expiration Date (as
such terms are hereinafter defined). When exercisable each Right entitles the
registered holder to purchase from the Company one one-hundredth of a share of
Series B Junior Participating Preferred Stock, par value $1.00 per share, of the
Company (the "Preferred Shares"), at a price of $55.00 per one one-hundredth of
a Preferred Share (the "Purchase Price"), subject to adjustment. The description
and terms of the Rights are set forth in a Rights Agreement (the "Rights
Agreement") between the Company and Harris Trust Company of New York, as Rights
Agent (the "Rights Agent").
Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons who did
not own beneficially 15 percent or more of the outstanding shares of Common
Stock as of September 22, 1997 (an "Acquiring Person") has acquired beneficial
ownership of 15 percent or more of the outstanding Common Shares and (ii) 10
business days (or such later date as may be determined by action of the Board of
Directors of the Company prior to such time as any person or group of affiliated
or associated persons becomes an Acquiring Person ) following the commencement
of, or first public announcement of an intention to commence, a tender offer or
exchange offer the consummation of which would result in the beneficial
ownership by a person or group of affiliated or associated persons of 15 percent
or more of the outstanding Common Shares (the earlier of such dates being herein
referred to as the "Distribution Date"), the Rights will be evidenced, with
respect to any of the Common Share certificates outstanding as of the Record
Date, by such Common Share certificate with a copy of a Summary of Rights to
Purchase Preferred Shares ("Summary of Rights") in substantially the form
attached to the Rights Agreement as Exhibit C thereto.
The Rights Agreement provides that, until the Distribution Date
(or earlier redemption or expiration of the Rights), the Rights will be
transferred with and only with the Common Shares. Until the Distribution Date
(or earlier redemption or expiration of the Rights), new Common Share
certificates issued after the Record Date, upon transfer or new issuance of
Common Shares, will contain a notation incorporating the Rights Agreement by
reference. Until the Distribution Date (or earlier redemption or expiration of
the Rights), the surrender for transfer of any certificates for Common Shares
outstanding on or after the Record Date, even without such notation or a copy of
the Summary of Rights being attached thereto, will also constitute the transfer
of the Rights associated with the Common Shares represented by such certificate.
As soon as practicable following the Distribution Date, separate certificates
evidencing the Rights ("Right Certificates") will be mailed to holders of record
of the Common Shares as of the close of business on the Distribution Date and
such separate Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The
Rights will expire on October 14, 2007 (the "Final Expiration Date"), unless the
Final Expiration Date is extended or unless the Rights are earlier redeemed or
exchanged by the Company, in each case, as described below.
The Purchase Price payable, and the number of Preferred Shares 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
Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights
or warrants to subscribe for or purchase Preferred Shares at a price, or
securities convertible into Preferred Shares with a conversion price, less than
the then current market price of the Preferred Shares or (iii) upon the
distribution to holders of the Preferred Shares of evidences of indebtedness or
assets (excluding regular periodic cash dividends paid out of earnings or
retained earnings or dividends payable in Preferred Shares) or of subscription
rights or warrants (other than those referred to above).
The number of outstanding Rights and the number of one
one-hundredths of a Preferred Share issuable upon exercise of each Right are
also subject to adjustment in the event of a stock split of the Common Shares or
a stock dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.
Preferred Shares purchasable upon exercise of the Rights will not
be subject to redemption by the Company. Each Preferred Share will be entitled
to a minimum preferential quarterly dividend payment of $.01 per share but will
be entitled to an aggregate dividend of 100 multiplied times the dividend
declared per Common Share. In the event of liquidation, the holder of the
Preferred Shares will be entitled to a minimum preferential liquidation payment
of $1.00 per share but will be entitled to an aggregate payment of 100
multiplied times the payment made per Common Share. Each Preferred Share will
have 100 votes, voting together with the Common Shares. Finally, in the event of
any merger, consolidation or other transaction in which Common Shares are
exchanged, each Preferred Share will be entitled to receive 100 multiplied times
the amount received per Common Share. These rights are protected by customary
antidilution provisions.
Because of the nature of the Preferred Shares' dividend,
liquidation and voting rights, the value of the one one-hundredth interest in a
Preferred Share purchasable upon exercise of each Right should approximate the
value of one Common Share.
In the event that the Company is acquired in a merger or other
business combination transaction or 50 percent or more of its consolidated
assets or earning power are sold after a person or group of affiliated or
associated persons has become an Acquiring Person, proper provision will be made
so that each holder of a Right will thereafter have the right to receive, upon
the exercise thereof at the then current exercise price of the Right, that
number of shares of common stock of the acquiring company which at the time of
such transaction will have a market value of two times the exercise price of the
Right. In the event that any person or group of affiliated or associated persons
becomes an Acquiring Person, proper provision shall be made so that each holder
of a Right, other than Rights beneficially owned by the Acquiring Person (which
will thereafter be null and void and nontransferable), will thereafter have the
right to receive upon exercise that number of Common Shares of the Company
having a market value of two times the exercise price of the Right.
At any time after any person or group of affiliated or associated
persons becomes an Acquiring Person and prior to the acquisition by such person
or group of 50 percent or more of the then outstanding Common Shares, the Board
of Directors of the Company may exchange the Rights (other than Rights owned by
such person or group which will have become null and void and nontransferable),
in whole or in part, at an exchange ratio of one Common Share, or one
one-hundredth of a Preferred Share (or of a share of a class or series of the
Company's preferred stock having equivalent rights, preferences and privileges),
per Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price will
be required until cumulative adjustments require an adjustment of at least one
percent in such Purchase Price. The Company may, but shall not be required to,
issue fractions of Preferred Shares (other than one one-hundredth of a Preferred
Share or any integral multiple thereof, which may, at the election of the
Company, be evidenced by depositary receipts) and in lieu thereof, an adjustment
in cash will be made based on the market price of the Preferred Shares on the
last trading day prior to the date of exercise.
At any time prior to the close of business on the tenth day
following a public announcement that an Acquiring Person has become such an
Acquiring Person, a majority of the Board of Directors of the Company may redeem
the Rights in whole, but not in part, at a price of $.001 per Right (the
"Redemption Price"). From and after the time that any person becomes an
Acquiring Person, the decision to redeem the Rights shall require the
concurrence of a majority of Continuing Directors (as defined below). The
redemption of the Rights may be made effective at such time, on such basis and
with such conditions as the Board of Directors in its sole discretion may
establish. The time at which the Rights are redeemed by the Company is herein
referred to as the "Redemption Date." Immediately upon any redemption of the
Rights, the right to exercise the Rights will terminate and the only right
thereafter of the holders of Rights will be to receive the Redemption Price.
The term "Continuing Director" means any member of the Board of
Directors of the Company who was a member of the Board prior to the time that
any person became an Acquiring Person, and any person who is subsequently
elected to the Board if such person is recommended or approved by a majority of
the Continuing Directors, but shall not include an Acquiring Person, or an
affiliate or associate of an Acquiring Person, or any representative of the
foregoing entities.
At any time prior to the Distribution Date and subject to the
last two sentences of this paragraph, the terms of the Rights may be amended by
the Board of Directors of the Company without the consent of the holders of the
Rights, including without limitation an amendment to lower certain thresholds
described above to not less than the greater of (i) the sum of 0.001 percent and
the largest percentage of the outstanding Common Shares then known by the
Company to be beneficially owned by any person or group of affiliated or
associated persons and (ii) 10 percent. From and after the Distribution Date and
subject to applicable law, the terms of the Rights may be amended by the Board
of Directors of the Company without the consent of the holders of the Rights to,
among other things, make any other provisions in regard to matters under the
rights Agreement that the Company may deem necessary or desirable and that shall
not adversely affect the interests of the holders of the Rights (other than an
Acquiring Person or an affiliate or associate of an Acquiring Person). The terms
of the Rights may not be amended to (i) reduce the Redemption Price (except as
required by antidilution provisions) or (ii) provide for an earlier Final
Expiration Date. From and after such time as any person or group of affiliated
or associated persons becomes an Acquiring Person any amendment or supplement
must be approved by a majority of Continuing Directors.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without limitation,
the right to vote or to receive dividends.
The Preferred Shares shall rank, with respect to the payment of
dividends and as to distributions of assets upon liquidation, dissolution or
winding up of the Company, junior to all other series of preferred stock of the
Company, unless the Board of Directors of the Company shall specifically
determine otherwise in fixing the powers, preferences and relative,
participating, optional and other special rights of the shares of any such other
series and the qualification, limitations and restrictions thereof.
As of September 2, 1997, there were 10,554,223 Common Shares
issued and outstanding, and an aggregate of 1,620,000 Common Shares reserved for
issue upon exercise of options either currently outstanding or issuable under
the Company's Restated Stock Option and Restricted Stock Purchase Plan and the
Non-Employee Directors' Stock Option Plan. One Right will be distributed to
holders of the Common Stock for each Common Share owned of record by them on
October 27, 1997. One Right will be issued with respect to each Common Share
that shall become outstanding between the Record Date and the earliest of the
Distribution Date, the Redemption Date and the Final Expiration Date. In certain
circumstances, the Company may issue Rights with respect to Common Shares issued
following the Distribution Date and prior to the earlier of the Redemption Date
and the Final Expiration Date. The Company's Board of Directors has initially
reserved for issuance upon exercise of the Rights 250,000 Preferred Shares,
which number is subject to adjustment form time-to-time in accordance with the
Rights Agreement.
The Rights have certain anti-takeover effects. The Rights will
cause substantial dilution to a person or group that attempts to acquire the
Company in a manner or on terms not approved by the Board of Directors of the
Company. The Rights, however, should not deter any prospective offeror willing
to negotiate in good faith with the Board of Directors, nor should the Rights
interfere with any merger or business combination approved by the Board of
Directors of the Company prior to an Acquiring Person's acquiring 15 percent or
more of the shares of Common Stock.
A copy of the Rights Agreement between the Company and the Rights
Agent specifying the terms of the Rights is attached as a an Exhibit and
incorporated herein by reference. The foregoing description of the Rights does
not purport to be complete and is qualified in its entirety by reference to the
Rights Agreement.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Item Description
-------- -----------
4.1 Rights Agreement, dated as of October 14, 1997,
between Walsh International Inc. and Harris Trust
and Savings Bank (filed as Exhibit 4.1 to the
Company's Registration Statement on Form 8-A filed
on October 17, 1997 and incorporated herein by
reference).
99.1 Press release, dated October 14, 1997.
<PAGE>
SIGNATURES
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 thereunto duly authorized.
WALSH INTERNATIONAL INC.
Date: October 17, 1997 By: /s/ Leonard R. Benjamin
-----------------------
Leonard R. Benjamin
Vice President and General Counsel
<PAGE>
INDEX TO EXHIBITS
Exhibit Description
- ------- -----------
4.1 Rights Agreement, dated as of October 14, 1997, between Walsh
International Inc. and Harris Trust and Savings Bank. (filed as
Exhibit 4.1 to the Company's Registration Statement on Form 8-A
filed on October 17, 1997 and incorporated herein by reference).
99.1 Press release, dated October 14, 1997.
Exhibit 99.1
IMMEDIATE RELEASE
WALSH INTERNATIONAL INC. ADOPTS
STOCKHOLDER RIGHTS PLAN
NEWTOWN, PENNSYLVANIA, OCTOBER 14, 1997 - WALSH INTERNATIONAL INC.
(NASDAQ: WSHI) announced today that its Board of Directors has adopted a
stockholder rights plan. The plan is designed to assure that the Company's
stockholders receive fair and equal treatment in the event of any proposed
takeover of the Company and to guard against partial tender offers and other
abusive takeover tactics to gain control of Walsh International Inc.
without paying all stockholders a fair price.
Michael A. Hauck, Chief Executive Officer of Walsh International
stated: "The adoption of stockholder rights plans has become a common practice
among United States corporations. It enables a board of directors to better
represent the stockholders in a manner that will permit them to realize the
long-term value of their investment in the Company. The Walsh International
rights plan will not and is not intended to prevent a takeover of the Company on
terms that are fair to, and are in the best interest of, all stockholders, but
it should encourage any person seeking to acquire the Company to negotiate with
the Board prior to attempting a takeover. The rights plan was not adopted in
response to any specific takeover proposal."
Under the Walsh International rights plan, the Company has
declared a dividend of one right ("Right") on each share of Common Stock of the
Company. Each Right will entitle the holder to purchase one one-hundredth of a
share of new Series B Junior Participating Preferred Stock, par value $1.00 per
share, of the Company ("Preferred Shares") at an exercise price of $55.00. The
Rights are not currently exercisable and will become exercisable only if a
person or group which was not the beneficial owner of 15 percent or more of
Walsh International's Common Stock as of September 22, 1997, acquires beneficial
ownership of 15 percent or more of the outstanding Common Stock or announces a
tender offer or exchange offer the consummation of which would result in
beneficial ownership by a person or group of 15 percent or more of the
outstanding Common Stock. The Rights are subject to redemption by the Company
for $.001 per Right at any time prior to the tenth day after the first public
announcement of the acquisition by a new person or group of beneficial ownership
of 15 percent or more of the Company's Common Stock. In addition, the Board of
Directors is authorized to amend the Rights plan at any time prior to such time
as the Rights become exercisable.
If a person or group acquires beneficial ownership of 15 percent
or more of the Company's Common Stock, each Right will entitle its holder (other
than such person or members of such group) to purchase, at the Right's exercise
price, a number of Walsh International's Shares of Common Stock having a market
value of twice such price. In addition, if Walsh International is acquired in a
merger or other business combination transaction after a person has acquired
beneficial ownership of 15 percent or more of the Company's Common Stock, each
Right will entitle its holder to purchase, at the Right's exercise price, a
number of the acquiring company's shares of common stock having a market value
of twice such price. Following the acquisition by a new person or group of
beneficial ownership of 15 percent or more of the Company's Common Stock and
prior to an acquisition of beneficial ownership of 50 percent or more of the
Company's Common Stock, the Board of Directors may exchange the rights (other
than Rights owned by such person or group, which will have become null and void
and nontransferable), in whole or in part, at an exchange ratio of one share of
Common Stock (or one one-hundredth of a Preferred Share) per Right.
The Rights distribution will be made to stockholders of record at
the close of business on October 27, 1997. The Rights will expire in ten years.
--------------------------
WALSH INTERNATIONAL INC. IS A MARKET LEADER IN PROVIDING
COMPREHENSIVE SALES AND MARKETING INFORMATION SYSTEMS TO ASSIST PHARMACEUTICAL
AND OTHER HEALTHCARE COMPANIES IN THE MORE EFFICIENT MANAGEMENT OF THEIR SALES
ORGANIZATIONS. WALSH'S SERVICES INCLUDE ELECTRONIC TERRITORY MANAGEMENT SYSTEMS,
SALES MANAGEMENT INFORMATION SOLUTIONS AND DATA SERVICES. WALSH'S COMPETITIVE
ADVANTAGE LIES IN ITS PROPRIETARY TECHNOLOGY, WHICH ENABLES THE COMPANY'S
SERVICES TO BE TAILORED TO MEET CLIENT-SPECIFIC REQUIREMENTS WITHOUT THE NEED TO
WRITE ANY CUSTOMIZED SOURCE CODE.
CONTACTS MICHAEL HAUCK/MARTYN WILLIAMS WALSH INTERNATIONAL INC.
TEL. 215-860-4949
LESLIE CREUTZFELDT WOLF THE ANNE MCBRIDE CO.
TEL. 212-983-1702
ENDS
