FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
HAEMONETICS CORPORATION
(Exact name of registrant as specified in its charter)
Massachusetts 04-2882273
(State of incorporation or organization) (I.R.S. Employer ID No.)
400 Wood Road, Braintree, Massachusetts 02184-9114
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Shareholder Rights New York Stock Exchange
If this Form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box.|_|
If this Form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box.|_|
Securities Act registration statement file number to which this form relates:
(if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
Item 5. Other Events.
On April 2, 1998, the Board of Directors of Haemonetics Corporation (the
"Company") declared a dividend distribution of one Right for each outstanding
share of the Company's common stock, $.01 par value (the "Common Stock") to
stockholders of record at the close of business on April 27, 1998 (the "Record
Date"). The Board of Directors also authorized and directed the issuance of one
Right with respect to each share of Common Stock issued thereafter until the
Distribution Date (as defined below) and, in certain circumstances, with respect
to shares of Common Stock issued after the Distribution Date. Except as set
forth below, each Right, when it becomes exercisable, entitles the registered
holder thereof to purchase from the Company one share of Common Stock, $.01 par
value, at a Purchase Price of $90 per share (the "Purchase Price"), subject to
adjustment. The description and terms of the Rights are set forth in the
Shareholder Rights Agreement (the "Rights Agreement") between the Company and
BankBoston, N.A., as Rights Agent, dated as of April 2, 1998.
Initially, the Rights will be attached to all certificates representing
shares of Common Stock then outstanding, and no separate Rights Certificate will
be distributed. The Rights will be separate from the Common Stock and a
Distribution Date will occur upon the earlier of (i) ten (10) days following a
public announcement that a person or group of affiliated or associated persons
has acquired, or obtained the right to acquire, beneficial ownership of 15% or
more of the outstanding shares of Common Stock (except pursuant to a Permitted
Offer, as hereinafter defined); or (ii) ten (10) Business Days (or such later
date as the Board of Directors may determine) following the commencement of or
announcement of an intent to make a tender offer or exchange offer that would
result in a person or group beneficially owning 15% or more of such outstanding
shares of Common Stock. The earlier of the dates in clauses (i) and (ii) in the
preceding sentence is referred to as the "Distribution Date." A person or group
whose acquisition of shares of Common Stock causes a Distribution Date pursuant
to clause (i) above is an "Acquiring Person." The date that a person or group
becomes an Acquiring Person is the "Stock Acquisition Date." A person who
acquires shares of Common Stock pursuant to a tender or exchange offer which is
for all outstanding shares of Common Stock at a price and on terms which a
majority of the Outside Directors determines (prior to acquisition) to be fair
and in the best interests of the Company and its stockholders (other than such
acquiring person, its affiliates and associates) (a "Permitted Offer") will not
be deemed to be an Acquiring Person and such person's ownership will not
constitute a Distribution Date.
Until the Distribution Date, (x) the Rights will be evidenced by the
Common Stock certificates, (y) the surrender for transfer of any certificate for
the Common Stock to which Rights are attached will also constitute the transfer
of the Rights associated with the Common Stock represented by such certificate
and (z) the surrender of any certificate representing shares of the Common Stock
either for redemption of such shares or for conversion or exchange of such
shares into or for any other security will also constitute the surrender of the
Rights associated with such shares of Common Stock.
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The Rights are not exercisable until the Distribution Date and will
expire at the Close of Business on April 27, 2008 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 otherwise determined by
the Board of Directors, only shares of Common Stock issued on or prior to the
Distribution Date will be issued with Rights.
In the event that any person becomes an Acquiring Person, each holder of
Rights (other than Rights that have become void as described below) will
thereafter have the right (the "Flip-In Right") to receive, upon exercise of
such Rights, the number of shares of Common Stock (or, in certain circumstances,
other securities of the Company) having a value (immediately prior to such
triggering event) equal to two times the aggregate exercise price of such
Rights. The Board, at its option, may exchange each Right (other than those that
have become void as described below) for one share of Common Stock in lieu of
the Flip-In Right, provided no person is the beneficial owner of 50% or more of
the then outstanding shares of Common Stock at the time of such exchange.
Notwithstanding the foregoing, following the occurrence of the event described
above, all Rights that are or (under certain circumstances specified in the
Rights Agreement) were beneficially owned by any Acquiring Person or any
affiliate or associate thereof will be null and void.
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 holders of all of the outstanding shares of Common Stock immediately
prior to the consummation of the transaction are not the holders of all of the
surviving corporation's voting power or (ii) more than 50% of the Company's
assets or earning power is sold or transferred, then each holder of Rights
(except Rights which previously have been voided as set forth above) shall
thereafter have the right (the "Flip-Over Right") to receive, upon exercise of
such Rights, shares of common stock of the acquiring company having a value
equal to two times the aggregate exercise price of the Rights; provided,
however, that the Flip Over Right shall not apply to any transaction described
in clause (i) if (x) such transaction is with a person or persons (or a wholly
owned subsidiary of any such person or persons) that acquired shares of Common
Stock pursuant to a Permitted Offer and (y) the price and form of consideration
offered in such transaction is the same as that paid to all holders of shares of
Common Stock whose shares were purchased in the Permitted Offer. The holder of a
Right will continue to have the Flip-Over Right whether or not such holder
exercises or surrenders the Flip-In Right.
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
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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 adjustment 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 prior to the earlier to occur of (i) a person becoming an
Acquiring Person or (ii) the expiration of the Rights, the Company may redeem
the Rights in whole, but not in part, at a price of $.01 per Right, which
redemption shall be effective at such time, on such basis and with such
conditions as the Board of Directors may establish in its sole discretion. The
Company may, at its option, pay such redemption price in shares of Common Stock.
After the redemption period has expired, the Company's right of redemption may
be reinstated if an Acquiring Person reduces his beneficial ownership to less
than 15% of the outstanding shares of Common Stock in a transaction or series of
transactions not involving the Company. 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 $.01 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
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 or upon the occurrence of certain events thereafter.
Other than those provisions relating to the principal economic terms of
the Rights, 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 (excluding the interests of any
Acquiring Person), or to shorten or lengthen any time period under the Rights
Agreement; provided, however, that no amendment to adjust the time period
governing redemption shall be made after a person becomes an Acquiring Person
(other than pursuant to a Permitted Offer).
A copy of the Rights Agreement is available free of charge from the
Rights Agent. This summary 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.
Shareholder Rights Agreement, dated as of April 2, 1998, between
Haemonetics Corporation and BankBoston, N.A., which includes a Form of Rights
Certificate as Exhibit A (Incorporated herein by reference to the Company's
Report on Form 8-K, filed with the Securities Exchange Commission on April 16,
1998).
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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.
HAEMONETICS CORPORATION
/s/James L. Preterson
By: James L. Peterson
Title: President and
Chief Executive Officer
Date: April 16, 1998
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