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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) July 2, 1999
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CHROMAVISION MEDICAL SYSTEMS, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 0-22677 75-2649072
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
33171 Paseo Cerveza, San Juan Capistrano, California 92675
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (949) 443-3355
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On June 23, 1999 ChromaVision Medical Systems, Inc. ("ChromaVision")
amended its Stockholder Rights Plan, which had been adopted in March 1999. The
Stockholder Rights Plan provides for the distribution of rights to purchase
additional shares of capital stock of ChromaVision in the even any person,
entity or group acquires beneficial ownership of 15% or more of the outstanding
Voting Shares of ChromaVision. "Voting Shares" is defined in the Plan to mean
Common Stock and any other shares of capital stock of the Company entitled to
vote generally in the election of directors or to approve any merger,
consolidation, sale of all or substantially all assets of the Company,
liquidation, dissolution or winding up. Presently the only Voting Shares
outstanding are the shares of Common Stock.
The Plan included an exception for acquisitions of shares by persons,
entities or groups who, as of February 10, 1999, were the beneficial owner of
more than 15% of the outstanding shares of Common Stock of the Company. (These
beneficial owners are refered to below as "Existing 15% Owners.") That exemption
in the Plan applied only if (1) the Existing 15% Owner continued to own at least
15% of the Voting Shares of the Company and (2) did not acquire additional
Voting Shares which would cause the Existing 15% Owner's beneficial ownership of
Voting Shares to exceed 30% of the number of shares outstanding.
The amendment to the Plan makes two changes. First, it exempts from the
provision described above the acquisition by Safeguard Scientifics, Inc., which
is the only Existing 15% Owner known to the Company, of up to 1,351,607
additional shares of Common Stock in the aggregate from Technology Leaders,
L.P., Technology Leaders Offshore C.V., Technology Leaders II L.P. and
Technology Leaders II Offshore CV. Second, the amendment to the Plan increases
the percentage of outstanding Voting Shares which an Existing 15% Owner can
acquire from 30% to 40%.
ITEM 7. EXHIBITS.
4.1. Summary of the Rights issued pursuant to the Rights Agreement.*
4.2. Rights Agreement, dated as of February 10, 1999, between
ChromaVision and Harris Trust Company of California, as Rights Agent.*
4.3. Amendment to Rights Agreement dated June 21, 1999 between
ChromaVision and Harris Trust Company of California, as Rights Agent.
4.4 Certificate of Designations of Series C Preferred Stock.*
*Incorporated by reference from the Registrant's Current Report on Form
8-K filed with the Securities Exchange Commission on March 12, 1999.
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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.
Date: July 2, 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)
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Description Numbered Page*
- ------ ----------- --------------
<C> <S> <C>
4.1 Summary of the Rights issued pursuant to the
Rights Agreement **
4.2 Rights Agreement, dated as of February 10,
1999, between ChromaVision and
Harris Trust Company of California, as
Rights Agent **
4.3 Amendment to Rights Agreement dated June 23,
1999 between ChromaVision and Harris Trust
Company of California, as Rights Agent.
4.4 Certificate of Designations of Series C Preferred
Stock **
</TABLE>
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*Contained only in manually executed version
**Incorporated by reference from the Registrant's Current Report on Form 8-K
filed with the Securities Exchange Commission on March 12, 1999
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EXHIBIT 4.3
AMENDMENT TO RIGHTS AGREEMENT
This Amendment to Rights Agreement (this "Amendment") is made and
entered into as of the 21st day of June, 1999 by and between Chromavision
Medical Systems, Inc., a Delaware corporation (the "Company"), and Harris Trust
Company of California, a trust company organized under the laws of the State of
California, as Rights Agent (the "Rights Agent").
The Company and the Rights Agent are parties to a Rights Agreement
dated as of February 10, 1999. The parties now desire to amend the Rights
Agreement on the terms set forth herein. All capitalized terms not otherwise
defined in this Amendment shall have the meanings set forth in the Rights
Agreement and all inconsistencies between this Amendment and the Rights
Agreement shall be resolved in favor of this Amendment.
1. Definition of 15% Stockholder. Clause (iv) of the definition of "15%
Stockholder" set forth in Section 1 of the Rights Agreement is hereby amended to
read in full as follows:
"(iv) any Person that is the Beneficial Owner of 15% or more of the
outstanding Voting Shares of the Company as of February 10, 1999 and
thereafter has continued to be the Beneficial owner of at least 15% of
the Voting Shares of the Company then outstanding; provided however,
that the term "15% Stockholder" shall include such Persons from and
after the first date upon which
(A) such person since February 10, 1999 shall have acquired,
without the prior approval of the Board of Directors of the Company,
Beneficial Ownership of additional Voting Shares, excluding up to
1,351,607 shares acquired and to be acquired by Safeguard Scientifics,
Inc. in the aggregage from Technology Leaders, L.P., Technology Leaders
Offshore C.V., Technology Leaders II L.P. and Technology Leaders II
Offshore C.V. after February 10, 1999, and provided
(B) such Person, together with all Affiliates and Associates
of such Person, shall Beneficially Own more than 40% of the Voting
Shares of the Company then outstanding."
Section 2. Continued Effectiveness. Except as amended hereby, the
Rights Agreement shall remain in full force and effect.
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Section 3. Counterparts. This Amendment may be executed in two or more
counterparts, each of which will be deemed an original and all of which
toegether will constitute one and the same doucment.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
CHROMAVISION MEDICAL SYSTEMS, INC.
Attest:
By: /s/ Allison Wlodyka By: /s/ Kevin C. O'Boyle
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Name: Allison Wlodyka Name: Kevin C. O'Boyle
Title: Assistant Secretary Title: Senior VP Operations
Dated: June 23, 1999
HARRIS TRUST COMPANY OF CALIFORNIA,
as Rights Agent
Attest:
By: /s/ Michael O. Goedecke By: /s/ John Castellanos
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Name: Michael O. Goedecke Name: John Castellanos
Title: Vice President Title: Assistant Vice President
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