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
SYNCOR INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 85-0229124
(State of Incorporation or Organization) (IRS Employer
Identification No.)
6464 Canoga Avenue, Woodland Hills, California 91367-2407
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock Purchase Rights
(Title of Class)
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Item 1. Description of Securities To Be Registered.
On September 28, 1999, the Board of Directors of Syncor International
Corporation (the "Company") declared a dividend distribution of one Right for
each outstanding share of common stock, par value $.05 per share, of the
Company ("Common Stock"). The dividend is payable to holders of record of
Common Stock at the close of business on October 8, 1999 (the "Record Date").
Except as described below, each Right, when it becomes exercisable, entitles
the registered holder to purchase from the Company one share of Common Stock
at a price of $180 (the "Purchase Price"). The description and terms of the
Rights are set forth in a Rights Agreement (the "Rights Agreement") between
the Company and American Stock Transfer & Trust Company, as 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, or obtained the right to acquire,
beneficial ownership of 15% or more of the outstanding shares of Common Stock
other than as a result of repurchases of stock by the Company or certain
purchases by institutional or certain other similar stockholders, so long as
they do not own 20% or more, or following the date a Person during the
Special Period (as defined below) has entered into an agreement or
arrangement with the Company or any Subsidiary of the Company providing for
an Acquisition Transaction (the "Stock Acquisition Date") or (ii) 10 business
days (or such later date as the Board shall determine, provided, however,
that no deferral of a Distribution Date by the Board pursuant to the terms of
the Rights Agreement described in this clause (ii) may be made at any time
during the Special Period) following the commencement of a tender offer or
exchange offer that would result in a person or group becoming an Acquiring
Person. An Acquisition Transaction is defined in the Rights Agreement as (x)
a merger, consolidation or similar transaction involving the Company or any
of its Subsidiaries as a result of which stockholders of the Company will own
less than 50% of the outstanding shares of Common Stock of the Company or a
publicly traded entity which controls the Company or, if appropriate, the
entity into which the Company may be merged, consolidated or otherwise
combined (based solely on the shares of Common Stock received or retained by
such stockholders, in their capacity as stockholders of the Company, pursuant
to such transaction), or (y) a purchase or other acquisition of all or
substantially all of the assets of the Company and its Subsidiaries. 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
or new issuances 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 the close of business on September 28, 2009, unless earlier
redeemed or extended 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. Shares of Common Stock issued
after the Distribution Date will be issued with Rights if such shares are
issued pursuant to the exercise of stock options or under an employee benefit
plan, or upon the conversion of securities issued after adoption of the
Rights Agreement. Except as otherwise determined by the Board of Directors,
no other shares of Common Stock issued after the Distribution Date will be
issued with Rights.
In the event that a Person becomes an Acquiring Person, except pursuant
to an offer for all outstanding shares of Common Stock of the Company at a
price determined by a majority of the independent Directors of the Company,
after receiving advice from one or more investment banking firms, to be
adequate and otherwise in the best interests of the Company and its
stockholders, 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. The Exercise Price is the Purchase
Price times the number of shares of Common Stock associated with each Right
(initially, one share). 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
above until such time as the Rights are no longer redeemable by the Company
as set forth below.
For example, at an exercise price of $180 per Right, each Right not
owned by an Acquiring Person (or by certain related parties) following the
event set forth in the preceding paragraph would entitle its holder to purchase
$360 worth of Common Stock (or other consideration, as noted above).
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 nine shares of
Common Stock for $180.
In the event that following the Stock Acquisition Date, (i) the Company
engages 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), (ii) the Company engages
in a merger or other business combination transaction in which the Company is
the surviving corporation and the Common Stock of the Company is changed or
exchanged, or (iii) 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 exercise of the Right, 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."
At any time after a person 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 may exchange the Rights (other than Rights owned
by such person or group which have become void), in whole or in part, at an
exchange ratio of one share of Common Stock per Right (subject to adjustment).
The Purchase Price payable, and the number of shares of Common 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
Common Stock, (ii) if holders of the Common Stock are granted certain rights
or warrants to subscribe for Common Stock or convertible securities at less
than the current market price of the Common Stock, or (iii) upon the
distribution to holders of the Common Stock of evidences of indebtedness or
assets (excluding regular quarterly cash dividends) or of subscription rights
or warrants (other than those referred to above). With certain exceptions,
no adjustments in the Purchase Price will be required until cumulative
adjustments amount to at least 1% of the Purchase Price. No fractional
shares of Common Stock will be issued and, in lieu thereof, an adjustment in
cash will be made based on the market price of the Common Stock on the last
trading date prior to the date of exercise.
At any time until 10 business days following the 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 ordering redemption of the Rights, the Rights will
terminate and the only right of the holders of Rights will be to receive the
redemption price.
Notwithstanding the foregoing paragraph, for 180 days (the "Special
Period") following a change in control of the Board of Directors of the
Company, that has not been approved by the Board of Directors, occurring
within nine months of announcement of an unsolicited third party acquisition
or business combination proposal or of a third party's intent or proposal
otherwise to become an Acquiring Person, the new directors are entitled to
redeem the rights (assuming the rights would have otherwise been redeemable),
including to facilitate an acquisition or business combination transaction
involving the Company, but only (1) if they have followed certain prescribed
procedures or (2) if such procedures are not followed, and if their decision
regarding redemption and any acquisition or business combination is
challenged as a breach of fiduciary duty of care or loyalty, the directors
(solely for purposes of the effectiveness of the redemption decision) are
able to establish the entire fairness of the redemption or transaction.
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 be taxable to stockholders or to 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.
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 correct or supplement any
provision which may be defective or inconsistent with any other provision
therein, to shorten or lengthen any time period thereunder, or to make
changes which do not adversely affect the interests of holders of Rights (other
than an Acquiring Person). The foregoing notwithstanding, no amendment may
be made to the Rights Agreement during the Special Period or at a time when
the Rights are not redeemable, except to cure any ambiguity or correct or
supplement any provision contained in the Rights Agreement which may be
defective or inconsistent with any other provision therein.
As of September 30, 1999, there were 11,831,985 shares of Common Stock
of the Company outstanding and 1,356,200 shares of Common Stock of the
Company in the treasury. As of September 30, 1999, options and warrants to
purchase 3,202,852 shares of Common Stock were outstanding. Each share of
Common Stock of the Company outstanding at the close of business on October
8, 1999, will receive one Right. So long as the Rights are attached to the
Common Stock, one additional 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.
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 an adequate and fair price and otherwise in the best
interests of the Company and its stockholders as determined by a majority of
the Directors who are not affiliated with the person making the offer, or
willing to negotiate with the Board. 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 business days following
the Stock Acquisition Date redeem all but not less than all the then
outstanding Rights at the Redemption Price.
The Rights Agreement, dated as of September 28, 1999, between the
Company and American Stock Transfer & Trust Company, as Rights Agent,
specifying the terms of the Rights and the press release announcing the
declaration of the Rights are attached hereto as exhibits and are incorporated
herein by reference. The foregoing description of the Rights is qualified in
its entirety by reference to such exhibits.
Item 2. Exhibits.
1 Rights Agreement, dated as of September 28, 1999,
between Syncor International Corporation and
American Stock Transfer & Trust Company, as Rights
Agent, including all exhibits thereto,
incorporated herein by reference to Exhibit 4 to
the Company's Current Report on Form 8-K dated
September 28, 1999.
2 Press Release of the Company dated September 29,
1999, incorporated herein by reference to Exhibit
20(a) to the Company's Current Report on Form 8-K
dated September 28, 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 registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
SYNCOR INTERNATIONAL CORPORATION
Date: October 19, 1999 By:/s/John S. Baumann
John S. Baumann
Senior Vice President &
General Counsel
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EXHIBIT INDEX
Exhibit Description
1 Rights Agreement, dated as of September 28,
1999, between Syncor International Corporation
and American Stock Transfer & Trust Company, as
Rights Agent, including all exhibits thereto,
incorporated herein by reference to Exhibit 4
to the Company's Current Report on Form 8-K
dated September 28, 1999.
2 Press Release of the Company dated September
29, 1999, incorporated herein by reference to
Exhibit 20(a) to the Company's Current Report
Form 8-K dated September 28, 1999.
