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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
CHROMAVISION MEDICAL SYSTEMS, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 75-2649072
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(State of Incorporation or Organization) (IRS Employer Identification no.)
33171 Paseo Cerveza,
San Juan Capistrano, California 92675
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and is 12(g) of the Exchange Act and is
effective pursuant to General effective pursuant to General
Instruction A.(c), please check the Instruction A.(d), please check the
following box. [ ] following box. [X]
Securities Act registration statement file number to which this form relates:
0-022677
Securities to be registered pursuant to Section 12(g) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Rights to Purchase
Series C Preferred Stock,
par value $.01 per share Nasdaq National Market
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Securities to be registered pursuant to Section 12(b) of the Act:
None
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(Title of Class)
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CHROMAVISION MEDICAL SYSTEMS, INC.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
On February 10, 1999, the Board of Directors of ChromaVision Medical
Systems, Inc. (the "Company") authorized and declared a dividend of one
preferred stock purchase right (a "Right") for each share of common stock, par
value $.01 per share, of the Company (the "Common Shares"). The dividend is
payable on March 22, 1999 (the "Record Date") to the holders of record of Common
Shares as of the close of business on such date.
The following is a brief description of the Rights. It is intended to
provide a general description only and is subject to the detailed terms and
conditions of the Rights Agreement (the "Rights Agreement") dated as of February
10, 1999 by and between the Company and Harris Trust Company of California, as
Rights Agent (the "Rights Agent").
1. COMMON SHARE CERTIFICATES REPRESENTING RIGHTS
Until the Distribution Date (as defined in Section 2 below), (a) the
Rights shall not be exercisable, (b) the Rights shall be attached to and trade
only together with the Common Shares and (c) the stock certificates representing
Common Shares also shall represent the Rights attached to such Common Shares.
Common Share certificates issued after the Record Date and prior to the
Distribution Date shall contain a notation incorporating the Rights Agreement by
reference.
2. DISTRIBUTION DATE
The "Distribution Date" is the earliest of (a) the tenth business day
following the date of the first public announcement that any person (other than
the Company or certain related entities, and with certain additional exceptions)
has become the beneficial owner of 15% or more of the then outstanding Voting
Shares (such person is a "15% Stockholder" and the date of such public
announcement is the "15% Ownership Date"), (b) the tenth business day (or such
later day as shall be designated by the Board of Directors) following the date
of the commencement of, or the announcement of an intention to commence, a
tender offer or exchange offer, the consummation of which would cause any person
to become a 15% Stockholder or (c) the first date, on or after the 15% Ownership
Date, upon which the Company is acquired in a merger or other business
combination in which the Company is not the surviving corporation or in which
the outstanding Common Shares are changed into or exchanged for stock, other
securities, cash or other property of another person, or upon which 50% or more
of the Company's consolidated assets or earning power are sold (other than in
transactions in the ordinary course of business). "Voting Shares" means (i)
Common Shares and (ii) any other shares of capital stock of the Company entitled
to vote generally in the election of directors or entitled to vote together with
the Common Shares in respect of any merger, consolidation, sale of all or
substantially all of the Company's assets, liquidation, dissolution or winding
up.
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In calculating the percentage of outstanding Voting Shares that are
beneficially owned by any person, such person shall be deemed to beneficially
own any Voting Shares issuable upon the exercise, exchange or conversion of any
options, warrants or other securities beneficially owned by such person;
provided, however, that such Voting Shares issuable upon such exercise shall not
be deemed outstanding for the purpose of calculating the percentage of Voting
Shares that are beneficially owned by any other person.
Upon the close of business on the Distribution Date, the Rights shall
separate from the Common Shares, Right certificates shall be issued and the
Rights shall become exercisable to purchase Preferred Shares as described in
Section 5 below.
No Person who is the Beneficial Owner of 15% or more of the outstanding
Voting Shares as of February 10, 1999 shall be deemed a 15% Stockholder for as
long as such Person continues to be the Beneficial Owner of 15% or more of the
outstanding Voting Shares unless or until such Person shall acquire, without the
prior approval of the Board of Directors, Beneficial Ownership of additional
Voting Shares then outstanding, following such acquisition, is the Beneficial
Owner of more than 30% of the Voting Shares then outstanding.
3. ISSUANCE OF RIGHT CERTIFICATES
As soon as practicable following the Distribution Date, separate
certificates representing only Rights shall be mailed to the holders of record
of Common Shares as of the close of business on the Distribution Date, and such
separate Right certificates alone shall represent such Rights from and after the
Distribution Date.
4. EXPIRATION OF RIGHTS
The Rights shall expire on February 9, 2009 (the "Expiration Date"),
unless earlier redeemed or exchanged, unless the Distribution Date has
previously occurred and the Rights have separated from the Common Shares, in
which case the Rights will remain outstanding for ten years from the date they
separate.
5. EXERCISE OF RIGHTS
Unless the Rights have expired or been redeemed or exchanged, they may
be exercised, at the option of the holders, pursuant to paragraphs (a), (b) or
(c) below. No Right may be exercised more than once or pursuant to more than one
of such paragraphs. From and after the first event of the type described in
paragraphs (b) or (c) below, each Right that is beneficially owned by a 15%
Stockholder or that was attached to a Common Share that is subject to an option
beneficially owned by a 15% Stockholder shall be void.
(a) Right to Purchase Preferred Shares. From and after
the close of business on the Distribution Date, each Right (other than a Right
that has become void) shall be exercisable to purchase one one-hundredth (1/100)
of a share of Series C Preferred Stock, par value $.01 per share, of the Company
(the "Preferred Shares"), at an exercise price of $30.00 (Thirty Dollars) (the
"Exercise Price"). Prior to the Distribution Date, the Company may substitute
for
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all or any portion of the Preferred Shares that would otherwise be issuable upon
exercise of the Rights, cash, assets or other securities having the same
aggregate value as such Preferred Shares. The Preferred Shares are nonredeemable
and, unless otherwise provided in connection with the creation of a subsequent
series of preferred stock, are subordinate to any other series of the Company's
preferred stock whether issued before or after the issuance of the Preferred
Shares. The Preferred Shares may not be issued except upon exercise of Rights.
The holder of a Preferred Share is entitled to receive when, as and if declared,
the greater of (i) cash and non-cash dividends in an amount equal to 100 times
the dividends declared on each Common Share or (ii) a preferential quarterly
dividend of $.25 per Preferred Share ($.0025 per one one-hundredth (1/100) of a
Preferred Share). In the event of liquidation, the holders of Preferred Shares
shall be entitled to receive a liquidation payment in an amount equal to the
greater of (1) $100 per Preferred Share ($1.00 per one one-hundredth (1/100) of
a Preferred Share), plus all accrued and unpaid dividends and distributions on
the Preferred Shares, or (2) an amount equal to 100 times the aggregate amount
to be distributed per Common Share. Each Preferred Share has one hundred (100)
votes per share (one vote per one one-hundredth (1/100) of a Preferred Share),
voting together with the Common Shares. In the event of any merger,
consolidation or other transaction in which Common Shares are exchanged for or
converted into other stock, securities or property or are otherwise changed, the
holder of a Preferred Share shall be entitled to receive 100 times the amount
received per Common Share. The rights of the Preferred Shares as to dividends,
voting and liquidation preferences are protected by antidilution provisions. It
is anticipated that the value of one one-hundredth (1/100) of a Preferred Share
should approximate the value of one Common Share.
(b) Right to Purchase Common Shares of the Company. From
and after the close of business on the tenth business day following the 15%
Ownership Date, each Right (other than a Right that has become void) shall be
exercisable to purchase, at the Exercise Price (initially $30.00), Common Shares
with a market value equal to two times the Exercise Price. If the Company does
not have sufficient Common Shares available for all Rights to be exercised, the
Company shall substitute for all or any portion of the Common Shares that would
otherwise be issuable upon the exercise of the Rights, cash, equity or debt
securities or other property having the same aggregate value as such Common
Shares.
(c) Right to Purchase Common Stock of a Successor
Corporation. If, on or after the 15% Ownership Date, (i) the Company is acquired
in a merger or other business combination in which the Company is not the
surviving corporation, (ii) the Company is the surviving corporation in a merger
or other business combination in which all or part of the outstanding Common
Shares are changed into or exchanged for stock, other securities, cash or other
property of another person or (iii) 50% or more of the Company's consolidated
assets or earning power are sold (other than in transactions in the ordinary
course of business), then each Right (other than a Right that has become void
and subject to certain exceptions) shall thereafter be exercisable to purchase,
at the Exercise Price (initially $30.00), shares of common stock of the
surviving corporation or purchaser, respectively (the "Surviving Person"), with
an aggregate market value equal to two times the Exercise Price.
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6. ADJUSTMENTS TO PREVENT DILUTION
The Exercise Price, the number of outstanding Rights and the number of
Preferred Shares or Common Shares issuable upon exercise of the Rights are
subject to adjustment from time to time as set forth in the Rights Agreement in
order to prevent dilution. With certain exceptions, no adjustment in the
Exercise Price shall be required until cumulative adjustments require an
adjustment of at least 1%.
7. CASH PAID INSTEAD OF ISSUING FRACTIONAL SECURITIES
The Company is not required to issue fractional shares upon exercise of
a Right (other than fractions of Preferred Shares that are integral multiples of
one one-hundredth of a Preferred Share and that may, at the election of the
Company, be evidenced by depositary receipts) and in lieu thereof, an adjustment
in cash shall be made based on the market price of such securities on the last
trading date prior to the date of exercise.
8. REDEMPTION
At any time prior to the earlier of (a) the tenth business day
following the 15% Ownership Date or (b) the first event of the type giving rise
to exercise rights under Section 5(c) above, the Board of Directors may, at its
option, direct the Company to redeem the Rights in whole, but not in part, at a
price of $.001 per Right (the "Redemption Price"), and the Company shall so
redeem the Rights. Immediately upon such action by the Board of Directors (the
date of such action being the "Redemption Date"), the only right of the holders
of Rights thereafter shall be to receive the Redemption Price.
9. EXCHANGE
At any time during the period of 180 days after the 15% Ownership Date,
the Board of Directors of the Company may, at its option, authorize and direct
the exchange of all, but not less than all, of the then outstanding Rights for
Common Shares, one one-hundredths of Preferred Shares, debt securities of the
Company, other property or any combination of the foregoing, which, as of the
date of the Board of Directors' action, has a current market price equal to the
difference between the Exercise Price and the current market price of the shares
that would otherwise be issuable upon exercise of a Right on such date, and the
Company shall so exchange the Rights. Immediately upon such action by the Board
of Directors, the right to exercise Rights shall terminate and the only right of
the holders of Rights thereafter shall be to receive the securities so
designated by the Board of Directors in accordance with the Exchange Ratio.
10. NO STOCKHOLDER RIGHTS PRIOR TO EXERCISE
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company (other than rights resulting from such
holder's ownership of Common Shares), including, without limitation, the right
to vote or to receive dividends.
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11. AMENDMENT OF RIGHTS AGREEMENT
The Board of Directors may, from time to time, without the approval of
any holder of Rights, supplement or amend any provision of the Rights Agreement
in any manner, whether or not such supplement or amendment is adverse to any
holder of Rights, and the Company and the Rights Agent shall so supplement or
amend such provision; provided, however, that from and after the earliest of (a)
the tenth business day following the 15% Ownership Date, (b) the first event of
the type giving rise to exercise rights under Section 5(c) above or (c) the
Redemption Date, the Rights Agreement cannot be supplemented or amended in any
manner that would materially and adversely affect any holder of outstanding
Rights other than a 15% Stockholder or a person or entity involved in a merger
or other business combination with the Company or acquiring assets or earning
power of the company as described in Section 2(c) above.
Item 2. Exhibits
1. Rights Agreement, dated as of February 10, 1999, between
ChromaVision Medical Systems, Inc. and Harris Trust Company of
California, as Rights Agent (incorporated by reference to
ChromaVision's registration statement on Form 8-K (commission
file no. 0-022677) filed March 12, 1999).
2. Certificate of Designations of Series C Preferred Stock
(incorporated by reference to ChromaVision's registration
statement on Form 8-K (commission file no. 0-022677) filed
March 12, 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 report to be signed on its
behalf by the undersigned, thereto duly authorized.
Date: March 8, 1999 CHROMAVISION MEDICAL SYSTEMS, INC.
By: /s/ Douglas S. Harrington, M.D.
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Name: Douglas S. Harrington, M.D.
Its: Chief Executive Officer
(Duly Authorized Officer of the Registrant)
