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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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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): December 17, 2000
United Therapeutics Corporation
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-26301 52-1984749
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification Number)
Incorporation)
1110 Spring Street
Silver Spring, Maryland 20910
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
301-608-9292
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ITEM 5. OTHER EVENTS.
The Board of Directors of United Therapeutics Corporation (the
"Company") has declared a dividend of one preferred share purchase right (a
"Right") for each outstanding share of Common Stock, par value $0.01 per share,
of the Company (the "Common Stock"). The dividend distribution is payable on
December 29, 2000 (the "Record Date") to the stockholders of record on that
date. Each Right entitles the registered holder to purchase from the Company
one one-thousandth of a share of Series A Junior Participating Preferred Stock,
par value $0.01 per share (the "Preferred Stock") of the Company at a price of
$129.50 per one one-thousandth of a share of Preferred Stock (the "Purchase
Price"), subject to adjustment. The description and terms of the Rights are set
forth in a Rights Agreement, dated as of December 17, 2000, as the same may be
amended from time to time (the "Rights Agreement"), between the Company and The
Bank of New York, as Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) the close of business on the tenth
business day following the date of public announcement or the date on which the
Company first has notice or determines that a person or group of affiliated or
associated persons (other than the Company, any subsidiary of the Company or any
employee benefit plan of the Company) (an "Acquiring Person") has acquired, or
obtained the right to acquire, 15% or more of the outstanding shares of voting
stock of the Company without the prior express written consent of the Company
executed on behalf of the Company by a duly authorized officer of the Company
following express approval by action of at least a majority of the members of
the Board of Directors then in office (the "Stock Acquisition Date") or (ii) the
close of business on the tenth business day (or such later date as may be
determined by action of the Board of Directors but not later than the Stock
Acquisition Date) following the commencement of a tender offer or exchange
offer, without the prior written consent of the Company, by a person (other than
the Company, any subsidiary of the Company or an employee benefit plan of the
Company and certain affiliated entities) which, upon consummation, would result
in such party's control of 15% or more of the Company's voting stock (the
earlier of the dates in clause (i) or (ii) above being called the "Distribution
Date"), the Rights will be evidenced, with respect to any of the Common Stock
certificates outstanding as of the Record Date, by such Common Stock
certificates.
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 Company's Common Stock. Until the Distribution Date (or
earlier redemption, exchange or expiration of the Rights), new Common Stock
certificates issued after the Record Date upon transfer or new issuances of
Common Stock will contain a notation incorporating the Rights Agreement by
reference. Until the Distribution Date (or earlier redemption, exchange or
expiration of the Rights), the surrender for transfer of any certificates for
shares of Common Stock outstanding as of the Record Date, even without such
notation or a copy of this Summary of Rights, will also constitute the transfer
of the Rights associated with the Common Stock represented by such certificate.
As soon as practicable following the Distribution Date, separate
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certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Stock as of the close of business on the
Distribution Date and such separate certificates alone will then evidence the
Rights.
The Rights are not exercisable until the Distribution Date. The
Rights will expire, if not previously exercised, on December 29, 2010 (the
"Final Expiration Date"), unless the Final Expiration Date is extended or unless
the Rights are earlier redeemed or exchanged by the Company.
The Purchase Price payable, and the number of shares of Preferred
Stock or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution.
The number of outstanding Rights and the number of one
one-thousandths of a share of Preferred Stock issuable upon exercise of each
Right are also subject to adjustment in the event of a stock split of the Common
Stock or a stock dividend on the Common Stock payable in shares of Common Stock
or subdivisions, consolidations or combinations of the Common Stock occurring,
in any such case, prior to the Distribution Date.
Shares of Preferred Stock purchasable upon exercise of the Rights
will not be redeemable and are junior to any other series of preferred stock the
Company may issue (unless otherwise provided in the terms of such stock). Each
share of Preferred Stock will have a preferential dividend in an amount equal to
1,000 times any dividend declared on each share of Common Stock. In the event of
liquidation, the holders of the Preferred Stock will receive a preferred
liquidation payment of equal to the greater of $1,000 and 1,000 times the
payment made per share of Common Stock. Each share of Preferred Stock will have
1,000 votes, voting together with the Common Stock. In the event of any merger,
consolidation or other transaction in which shares of Common Stock are converted
or exchanged, each share of Preferred Stock will be entitled to receive 1,000
times the amount and type of consideration received per share of Common Stock.
The rights of the Preferred Stock as to dividends, liquidation and voting, and
in the event of mergers and consolidations, are protected by customary
antidilution provisions.
Because of the nature of the Preferred Stock's dividend, liquidation
and voting rights, the value of the one one-thousandth interest in a share of
Preferred Stock purchasable upon exercise of each Right should approximate the
value of one share of Common Stock.
If any person or group (other than the Company, any subsidiary of the
Company, any employee benefit plan of the Company) acquires 15% or more of the
Company's outstanding voting stock without the prior written consent of the
Board of Directors, each Right, except those
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held by such persons, would entitle each holder of a Right to acquire such
number of shares of the Company's Common Stock as shall equal the result
obtained by multiplying the then current Purchase Price by the number of one
one-thousandths of a share of Preferred Stock for which a Right is then
exercisable and dividing that product by 50% of the then current per-share
market price of Company Common Stock.
If any person or group (other than the Company, any subsidiary of the
Company, any employee benefit plan of the Company) acquires more than 15% but
less than 50% of the outstanding Company Common Stock without prior written
consent of the Board of Directors, each Right, except those held by such
persons, may be exchanged by the Board of Directors for one share of Company
Common Stock.
If the Company were acquired in a merger or other business
combination transaction where the Company is not the surviving corporation or
where Company Common Stock is exchanged or changed or 50% or more of the
Company's assets or earnings power is sold in one or several transactions
without the prior written consent of the Board of Directors, each Right would
entitle the holders thereof (except for the Acquiring Person) to receive such
number of shares of the acquiring company's common stock as shall be equal to
the result obtained by multiplying the then current Purchase Price by the number
one one-thousandths of a share of Preferred Stock for which a Right is then
exercisable and dividing that product by 50% of the then current market price
per share of the common stock of the acquiring company on the date of such
merger or other business combination transaction.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional shares of Preferred Stock will be issued
(other than fractions which are integral multiples of one one-thousandth of a
share of Preferred Stock, 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 Stock on the last
trading day prior to the date of exercise.
At any time prior to the time an Acquiring Person becomes such, the
Board of Directors of the Company may redeem the Rights in whole, but not in
part, at a price of $0.01 per Right (the "Redemption Price"). 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.
Immediately upon any redemption of the Rights, the right to exercise the Rights
will terminate and the only right of the holders of Rights will be to receive
the Redemption Price.
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, but not
limited to, an amendment to lower certain thresholds described above and to
adjust the Purchase Price.
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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.
A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an Exhibit to this Current Report on Form 8-K. A copy of
the Rights Agreement is available free of charge from the Company. This summary
description of the Rights does not purport to be complete and is qualified in
its entirety by reference to the Rights Agreement, as the same may be amended
from time to time.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
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<CAPTION>
Exhibit No. Description of Exhibit
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<S> <C>
4 Rights Agreement, dated as of December 17, 2000, between
United Therapeutics Corporation and The Bank of New York,
as Rights Agent, which includes the form of Certificate of
Designations, setting forth the terms of the Series A
Junior Participating Preferred Stock, par value $0.01 per
share, as Exhibit A, the form of Right Certificate as
Exhibit B and the Summary of Preferred Stock Purchase
Rights as Exhibit C. Pursuant to the Rights Agreement,
printed Right Certificates will not be mailed until as
soon as practicable after the earlier of the tenth day
after public announcement that a person or group (except
for certain exempted persons or groups) has acquired
beneficial ownership of 15% or more of the outstanding
shares of Common Stock or the tenth business day (or such
later date as may be determined by action of the Board of
Directors) after a person commences, or announces its
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 15% or more of the
outstanding shares of Common Stock.
99 Press release dated December 17, 2000.
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SIGNATURE
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.
UNITED THERAPEUTICS CORPORATION
(Registrant)
Date: December 18, 2000 By: /s/Fred T. Hadeed
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Fred T. Hadeed
Chief Financial Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
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<S> <C>
4 Rights Agreement, dated as of December 17, 2000, between
United Therapeutics Corporation and The Bank of New York,
as Rights Agent, which includes the form of Certificate of
Designations, setting forth the terms of the Series A
Junior Participating Preferred Stock, par value $0.01 per
share, as Exhibit A, the form of Right Certificate as
Exhibit B and the Summary of Preferred Stock Purchase
Rights as Exhibit C. Pursuant to the Rights Agreement,
printed Right Certificates will not be mailed until as
soon as practicable after the earlier of the tenth day
after public announcement that a person or group (except
for certain exempted persons or groups) has acquired
beneficial ownership of 15% or more of the outstanding
shares of Common Stock or the tenth business day (or such
later date as may be determined by action of the Board of
Directors) after a person commences, or announces its
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 15% or more of the
outstanding shares of Common Stock.
99 Press release dated December 17, 2000.
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