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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
UNIMED PHARMACEUTICALS, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 22-1685346
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(STATE OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER
IDENTIFICATION NO.)
2150 E. LAKE COOK RD., BUFFALO GROVE, ILLINOIS 60089
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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IF THIS FORM RELATES TO THE IF THIS FORM RELATES TO THE REGISTRATION OF
REGISTRATION OF A CLASS OF SECURITIES A CLASS OF SECURITIES PURSUANT TO SECTION
PURSUANT TO SECTION 12(b) OF THE 12(g) OF THE EXCHANGE ACT AND IS
EXCHANGE ACT AND IS EFFECTIVE EFFECTIVE PURSUANT TO GENERAL INSTRUCTION
PURSUANT TO GENERAL INSTRUCTION A.(d), PLEASE CHECK THE FOLLOWING BOX. [X]
A.(c), PLEASE CHECK THE FOLLOWING
BOX. [ ]
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SECURITIES ACT REGISTRATION STATEMENT FILE NUMBER TO WHICH THIS FORM
RELATES: N/A
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NONE
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK PURCHASE RIGHTS
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Item 1. Description of Registrant's Securities to be Registered.
Item 1 is amended to add the following:
As publicly announced on June 11, 1999, Unimed Pharmaceuticals, Inc.
(the "Company") has entered into an Agreement and Plan of Merger (the "Merger
Agreement") with Solvay Pharmaceuticals, Inc., a Georgia corporation
("Purchaser"), and Utah Acquisition Corporation, a Delaware corporation and a
wholly-owned subsidiary of Purchaser ("Acquisition Sub"). The Merger Agreement
provides, subject to certain conditions, for the commencement by Acquisition Sub
of an all-cash tender offer for all outstanding shares of the common stock, $.25
par value per share, of the Company (the "Offer") and for the subsequent merger
of Acquisition Sub with and into the Company (the "Merger"). In connection with
the Merger Agreement, the Company executed Amendment No. 1 ("Amendment No. 1")
to the Rights Agreement dated as of June 16, 1997 (the "Rights Agreement"),
between the Company and Harris Trust and Savings Bank.
Amendment No. 1 amends Sections 1(a), 1(g), 3(a), 11 and 13 of the
Rights Agreement to provide that (a) the announcement, commencement or
consummation of the Offer, the execution, delivery or performance of the Merger
Agreement (or any amendment thereto in accordance with the terms thereof) or the
consummation of the transactions contemplated thereby (including, without
limitation, the Offer and the Merger), will not cause (i) Purchaser, Acquisition
Sub or any affiliate of Purchaser or Acquisition Sub to be or become an
Acquiring Person (as defined in the Rights Agreement), (ii) a Distribution Date,
a Stock Acquisition Date or a Triggering Event (as such terms are defined in the
Rights Agreement) or (iii) the provisions of Section 11 or Section 13 of the
Rights Agreement to be applicable or triggered.
The Rights Agreement was filed as an exhibit to the Company's Current
Report on Form 8-K dated June 20, 1997. Amendment No. 1 was filed as an exhibit
to the Company's Schedule 14D-9 dated June 17, 1999. The foregoing summary
description of the Rights does not purport to be complete and is qualified in
its entirety by the reference to such exhibits which are hereby incorporated
herein by reference in their entirety.
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Item 2. Exhibits.
Exhibit
Number Description of Document
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1 Rights Agreement between Harris Trust and Savings Bank and Unimed
Pharmaceuticals, Inc. including Form of Rights Certificate and
Summary of Rights attached thereto as Exhibits A and B, dated June
16, 1997, incorporated by reference to Exhibit 4.1 to the Company's
Current Report on Form 8-K dated June 20, 1997.
2 Amendment No. 1 to Rights Agreement dated as of June 11, 1999,
incorporated by reference to Exhibit 7 to the Company's Schedule
14D-9 dated June 17, 1999.
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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.
UNIMED PHARMACEUTICALS, INC.
(Registrant)
Dated: July 2, 1999 By: /s/ Robert E. Dudley
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Robert E. Dudley, Ph.D.
President and Chief Executive Officer
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