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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 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BAXTER INTERNATIONAL INC.
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(Exact name of registrant as specified in its charter)
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<S> <C>
Delaware 36-0781620
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(State of Incorporation or Organization) (IRS Employer Identification No.)
One Baxter Parkway, Deerfield, Illinois 60015
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(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class If this form relates to the registration of a
of securities pursuant to Section 12(b) of the class of securities pursuant to Section 12(g)
Exchange Act and is effective pursuant to General of the Exchange Act and is effective pursuant
Instruction A.(c), please check the following to General Instruction A.(d), please check the
box. [X] following box. [ ]
Securities Act registration statement file number to which this form relates: N/A
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(if applicable)
Securities to be registered pursuant to Section 12(b) of the Act
Name of each exchange
Title of each class on which each class is
to be so registered to be registered
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Preferred Stock Purchase Rights New York Stock Exchange
(Pursuant to Rights Agreement Pacific Exchange, Inc.
dated as of December 9, 1998). Chicago Stock Exchange, Incorporated
Securities to be registered pursuant to section 12(g) of the Act:
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NONE
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(Title of Class)
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Item 1. Description of Securities To Be Registered.
On November 17, 1998, the Board of Directors of Baxter International Inc. (the
"Company") authorized and declared a dividend distribution of one Right for each
outstanding share of the Company's common stock, par value $1 per share ("Common
Stock"). The distribution is payable to the stockholders of record at the close
of business on March 12, 1999. Each Right entitles the registered holder to
purchase from the Company one one-hundredth of a share of a series of the
Company's preferred stock designated as Series B Junior Participating Preferred
Stock ("Preferred Stock") at a price of $275 per one one-hundredth of a 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 First Chicago Trust Company of New York, as Rights Agent (the
"Rights Agent").
Initially, the Rights will be attached to all Common Stock certificates
representing shares then outstanding, and no separate Rights certificates will
be distributed. Subject to certain exceptions specified in the Rights Agreement,
the Rights will separate from the Common Stock and a Distribution Date will
occur upon the earlier of (i) 10 business days following a public announcement
that a person or group of affiliated or associated persons (an "Acquiring
Person") has acquired beneficial ownership of 15% or more of the outstanding
shares of Common Stock (the "Stock Acquisition Date"), other than as a result of
repurchases of stock by the Company, or (ii) 10 business days (or such later
date as the Board shall determine) following the commencement of a tender offer
or exchange offer that would result in a person or group becoming an Acquiring
Person. Until the Distribution Date, (i) the Rights will be evidenced by the
Common Stock certificates and will be transferred with and only with such Common
Stock certificates, (ii) new Common Stock certificates issued after the Record
Date will contain a notation incorporating the Rights Agreement by reference and
(iii) the surrender for transfer of any certificates for Common Stock
outstanding will also constitute the transfer of the Rights associated with the
Common Stock represented by such certificate.
The Rights are not exercisable until the Distribution Date and will expire at
5:00 P.M. (Chicago time) on March 23, 2009 (the "Expiration Date"), unless such
date is extended or the Rights are earlier redeemed or exchanged by the Company
as described below.
As soon as practicable after the Distribution Date, Rights Certificates will be
mailed to holders of record of the Common Stock as of the close of business on
the Distribution Date and, thereafter, the separate Rights Certificates alone
will represent the Rights.
In the event that a Person becomes an Acquiring Person, except pursuant to an
offer for all outstanding shares of Common Stock which the independent directors
determine to be fair and not inadequate and to otherwise be in the best
interests of the Company and its stockholders after receiving advice from one or
more investment banking firms (a "Qualified Offer"), each holder of a Right will
thereafter have the right to receive, upon exercise, Common Stock (or, in
certain circumstances, cash, property or other securities of the Company) having
a value equal to two times the exercise price of the Right. Notwithstanding any
of the foregoing, following the occurrence of a Person becoming an Acquiring
Person other than pursuant to a Qualified Offer, all Rights that are, or (under
certain circumstances specified in the Rights Agreement) were,
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beneficially owned by any Acquiring Person will be null and void. However,
Rights are not exercisable following a Person becoming an Acquiring Person other
than pursuant to a Qualified Offer until such time as the Rights are no longer
redeemable by the Company as set forth below.
For example, at an exercise price of $275 per Right, each Right not owned by an
Acquiring Person (or by certain related parties) following a Person becoming an
Acquiring Person other than pursuant to a Qualified Offer would entitle its
holder to purchase $550 worth of Common Stock (or other consideration, as noted
above) for $275. Assuming that the Common Stock had a per share value of $100 at
such time, the holder of each valid Right would be entitled to purchase 5.5
shares of Common Stock for $275.
In the event that, on or at any time after a Stock Acquisition Date, (i) the
Company is acquired in a merger or other business combination transaction in
which the Company is not the surviving corporation (other than with an entity
which acquired the shares pursuant to a Qualified Offer) or (ii) 50% or more of
the Company's assets, cash flow or earning power is sold or transferred, each
holder of a Right (except Rights which have previously been voided as set forth
above) shall 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 would have
a market value (determined as provided in the Rights Agreement) of two times the
exercise price of the Right. The events set forth in this paragraph and in the
second preceding paragraph are referred to as the "Triggering Events."
At any time up to and including the tenth business day after a Stock Acquisition
Date, the Company may redeem the Rights in whole, but not in part, at a price of
$.01 per Right, (payable in cash, Common Stock or other consideration deemed
appropriate by the Board of Directors). Immediately upon the action of the Board
of Directors of the Company ordering redemption of the Rights, the Rights will
terminate and the only right of the holders of Rights will be to receive the
$.01 redemption price.
At any time after a person or group becomes an Acquiring Person and before the
Acquiring Person acquires fifty percent (50%) or more of the outstanding Common
Stock, the Board may exchange the Rights (other than Rights owned by the
Acquiring Person which have become void), in whole or in part, for Common Stock
at an exchange ratio of one share of Common Stock, or one one-hundredth of a
share of Preferred Stock (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).
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. While the distribution of the Rights will not result in
the recognition of taxable income by stockholders or the Company, stockholders
may, depending upon the circumstances, recognize taxable income in the event
that the Rights become exercisable for Common Stock (or other consideration) of
the Company or for common stock of the acquiring company or in the event of the
redemption of the Rights as set forth above.
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Any of the provisions of the Rights Agreement may be amended by the Board of
Directors of the Company prior to the Distribution Date. After the Distribution
Date, the provisions of the Rights Agreement may be amended by the Board in
order to cure any ambiguity, to make changes which do not adversely affect the
interests of holders of Rights, or to shorten or lengthen any time period under
the Rights Agreement; provided, however, that no amendment to lengthen (A) the
time period relating to when the Rights may be redeemed at such time as the
Rights are not redeemable, or (B) any other time period unless such change is
for the purpose of protecting, enhancing or clarifying the rights of, and/or the
benefits to, the holders of Rights.
As of December 31, 1998, there were 286,329,110 shares of Common Stock of the
Company issued and outstanding and 4,919,141 shares of Common Stock of the
Company in the treasury.
As of December 31, 1998, options to purchase 18,325,140 shares of Common Stock
were outstanding.
Each share of Common Stock of the Company outstanding at the close of business
on March 12, 1999, will receive one Right. So long as the Rights are attached to
the Common Stock, one Right (as such number may be adjusted pursuant to the
provisions of the Rights Agreement) shall be deemed to be delivered for each
share of Common Stock issued or transferred by the Company in the future. In
addition, following the Distribution Date and prior to the expiration or
redemption of the Rights, the Company may issue Rights when it issues Common
Stock only if the Board deems it to be necessary or appropriate, or in
connection with the issuance of shares of Common Stock pursuant to the exercise
of stock options or under employee plans or upon the exercise, conversion or
exchange of certain securities of the Company. Three million five hundred
thousand (3,500,000) shares of Preferred Stock are initially reserved for
issuance upon exercise of the Rights.
The Rights may 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 which causes the Rights to become discount Rights unless the offer
is conditional on a substantial number of Rights being acquired. The Rights,
however, should not affect any prospective offeror willing to make an offer at a
price that is fair and not inadequate and otherwise in the best interest of the
Company and its stockholders. The Rights should not interfere with any merger or
other business combination approved by the Board since the Board may, at its
option, at any time until ten days following the Stock Acquisition Date redeem
all, but not less than all, of the then outstanding Rights at the Redemption
Price.
In addition, certain provisions of the Company's Restated Certificate of
Incorporation may have anti-takeover effects. The Restated Certificate of
Incorporation provides, among other things, (i) for a classified Board of
Directors divided into three classes and (ii) stockholder action only at a
stockholders' meeting and not by written consent.
In addition, the bylaws of the Company provide, among other things, that
stockholders wishing to nominate a director at an annual meeting or at a special
meeting called for the purpose of electing directors give advance written notice
of such nomination (i) in the case of an annual meeting, not less than sixty
days nor more than 90 days prior to the anniversary date of the immediately
preceding annual meeting of stockholders and (ii) in the case of a special
meeting of
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stockholders called for the purpose of electing directors, not later than the
close of business on the tenth day following the day on which notice of the date
of the special meeting was mailed or public disclosure of the date of the
special meeting was made, whichever occurs first. The bylaws also provide that
special meetings of stockholders may only be called by the Chairman of the Board
of Directors, the Chief Executive Officer or the Corporate Secretary or by
resolution of the directors.
The Rights Agreement, dated as of December 9, 1998, between the Company and
First Chicago Trust Company of New York, as Rights Agent, specifying the terms
of the Rights is attached hereto as an exhibit and is incorporated herein by
reference. The foregoing description of the Rights is qualified in its entirety
by reference to such exhibit.
Item 2. Exhibits.
Rights Agreement, dated as of December 9, 1998, between Baxter International
Inc. and First Chicago Trust Company of New York, as Rights Agent, including the
Form of Certificate of Designation attached thereto as Exhibit A, the Form of
Rights Certificate attached thereto as Exhibit B and the Summary of Rights to
Purchase Preferred Stock attached thereto as Exhibit C.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated: February 23, 1999 BAXTER INTERNATIONAL INC.
By: /s/ Jan Stern Reed
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Jan Stern Reed
Corporate Secretary and
Assistant General Counsel
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EXHIBIT INDEX
Item Exhibits
1 Rights Agreement, dated as of December 9, 1998, between Baxter
International Inc. and First Chicago Trust Company of New York, as
Rights Agent, including the Form of Certificate of Designation
attached thereto as Exhibit A, the Form of Rights Certificate attached
thereto as Exhibit B and the Summary of Rights to Purchase Preferred
Stock attached thereto as Exhibit C. (Incorporated by reference to
Exhibit 10 to Registrant's Current Report on Form 8-K, file no.
1-4448).
