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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
EDWARDS LIFESCIENCES CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 36-4316614
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(State of incorporation I.R.S. Employer
or organization) Identification No.)
17221 Red Hill Avenue
Irvine, CA 92614
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(Address of principal executive offices, including zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Time of each class to be registered which each class is to be registered
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Series A Junior Participating NYSE
Preferred Stock Purchase Rights
Securities to be registered pursuant to Section 12(g) of the Act: None.
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
On March 10, 2000, the Board of Directors of Edwards Lifesciences
Corporation (the "Company") declared a dividend distribution of one preferred
stock purchase right (a "Right") for each outstanding share of the Company's
common stock, par value $.01 per share ("Common Stock"), to stockholders of
record at the Close of Business on March 31, 2000. Each Right entitles the
registered holder thereof to purchase from the Company a unit consisting of one
one-thousandth of a share (a "Unit") of Series A Junior Participating Preferred
Stock, par value $.01 per share (the "Preferred Stock"), at a Purchase Price of
$80 per Unit, subject to adjustment. The description and terms of the Rights
are set forth in a Rights Agreement (the "Rights Agreement") dated as of March
31, 2000 between the Company and Equiserve Trust Company, N.A., as Rights Agent.
Capitalized terms used herein but not otherwise defined shall have the meanings
set forth in the Rights Agreement.
Initially, the Rights will be attached to all Common Stock
certificates representing shares of Common Stock then outstanding, and no
separate Rights certificates will be distributed. The Rights will separate from
the Common Stock and the Distribution Date will occur upon the earlier of (i) 10
days following a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired, or obtained the right
to acquire, beneficial ownership of 15% or more of the outstanding shares of
Common Stock (the "Stock Acquisition Date"), subject to certain exceptions set
forth in the Rights Agreement, or (ii) 10 business days (or such later date as
may be determined by action of the Board of Directors prior to such time as any
person or group becomes an Acquiring Person) following the commencement of a
tender offer or exchange offer which, if consummated, would result in a person
or group beneficially owning 15% or more of the then outstanding shares of
Common Stock.
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 March 31,
2000, will contain a notation incorporating the Rights Agreement by reference
and (iii) the surrender for transfer of any certificate for Common Stock
outstanding will also constitute the transfer of the Rights associated with the
Common Stock represented by such certificate.
Pursuant to the Rights Agreement, the Company reserves the right to
require prior to the occurrence of a Triggering Event (as defined below) that,
upon any exercise of Rights, a number of Rights be exercised so that only whole
shares of Preferred Stock will be issued.
The Rights are not exercisable until the Distribution Date and will
expire at the Close of Business on March 31, 2010, unless earlier redeemed 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. Except as
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otherwise provided in the Rights Agreement, only shares of Common Stock issued
prior to the Distribution Date will be issued with Rights.
In the event that, at any time following the Distribution Date, a
person or group becomes an Acquiring Person, each holder of a Right will
thereafter have the right to receive, upon exercise, Common Stock having a value
equal to two times the exercise price of the Right. If an insufficient number
of shares of Common Stock is authorized for issuance, then the Board would be
required to substitute cash, property or other securities of the Company for the
Common Stock. Notwithstanding any of the foregoing, following the occurrence of
the event set forth in this paragraph, all Rights that are, or (under certain
circumstances specified in the Rights Agreement) were, beneficially owned by any
Acquiring Person will be null and void. However, Rights are not exercisable
following the occurrence of the event set forth in this paragraph until such
time as the Rights are no longer redeemable by the Company as set forth below.
For example, at an exercise price of $80 per Right, each Right not
owned by an Acquiring Person (or by certain related parties) following an event
set forth in the preceding paragraph would entitle its holder to purchase $160
worth of Common Stock (or other consideration, as noted above) for $80. Assuming
that the Common Stock had a per share value of $40 at such time, the holder of
each valid Right would be entitled to purchase 4 shares of Common Stock for $80.
In the event that, at any time following the 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, (ii) the
Company is acquired in a merger or other business combination transaction in
which the Company is the surviving corporation and all or part of the Common
Stock is converted into securities of another entity, cash or other property, or
(iii) 50% or more of the Company's assets or earning power is sold or
transferred, each holder of a Right (except Rights which previously have been
voided as set forth above) shall thereafter have the right to receive, upon
exercise, common stock of the acquiring company having a value equal to 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."
The purchase price payable and the number of Units 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 (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Stock, (ii) if holders of the Preferred Stock are granted certain rights,
options or warrants to subscribe for Preferred Stock or convertible securities
at less than the current market price of the Preferred Stock, or (iii) upon the
distribution to holders of the Preferred Stock of evidences of indebtedness or
assets (excluding regular periodic cash dividends) or of subscription rights or
warrants (other than those referred to above).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price. No fractional Units will be issued 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.
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At any time after any person or group becomes an Acquiring Person and
prior to the acquisition by such person or group of 50% or more of the
outstanding shares of Common Stock, the Board of Directors of the Company may
exchange the Rights (other than Rights owned by such person or group which will
have become void), in whole or in part, at an exchange ratio of one share of
Common Stock, or one one-thousandth 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).
In general, the Company may redeem the Rights in whole, but not in
part, at a price of $.01 per Right (subject to adjustment and payable in cash,
Common Stock or other consideration deemed appropriate by the Board of
Directors) at any time until ten days following the Stock Acquisition Date.
Immediately upon the action of the Board of Directors authorizing any
redemption, the Rights will terminate and the only right of the holders of
Rights will be to receive the redemption price.
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
after a Triggering Event.
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, except that from
and after such time as any person or group of affiliated or associated persons
becomes an Acquiring Person no such amendment may adversely affect the interests
of the holders of the Rights.
A copy of the Rights Agreement is available free of charge from the
Rights Agent. This description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights Agreement, which is
incorporated herein by reference.
ITEM 2. EXHIBITS
Exhibit No. Description
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1 The Registrant's Restated Certificate of Incorporation is hereby
incorporated by reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form 10, as amended (File No. 1-15525).
2 The Registrant's Restated By-laws are hereby incorporated by
reference to Exhibit 3.2 to the Registrant's Registration
Statement on Form 10, (File No. 1-15525).
3 The form of Rights Agreement is hereby incorporated by reference
to Exhibit 10.9 to the Registrant's Registration Statement on
Form 10, (File No. 1-15525).
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EXHIBIT INDEX
Exhibit No. Description
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1 The Registrant's Restated Certificate of Incorporation is hereby
incorporated by reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form 10, as amended (File No. 1-15525).
2 The Registrant's Restated By-laws are hereby incorporated by
reference to Exhibit 3.2 to the Registrant's Registration
Statement on Form 10, (File No. 1-15525).
3 The form of Rights Agreement is hereby incorporated by reference
to Exhibit 10.9 to the Registrant's Registration Statement on
Form 10, (File No. 1-15525).
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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 Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized.
Date: April 5, 2000
EDWARDS LIFESCIENCES CORPORATION
By: /s/ Bruce P. Garren
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Bruce P. Garren
Corporate Vice President, General
Counsel and Secretary
