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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
GAMMA BIOLOGICALS, INC.
(Exact name of registrant as specified in its charter)
TEXAS 74-1668436
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
3700 MANGUM ROAD
HOUSTON, TEXAS 77092
(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class Name of each exchange on which
to be so registered each class is to be registered
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COMMON STOCK
PURCHASE RIGHTS AMERICAN STOCK EXCHANGE, INC.
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If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(1), please
check the following box. [ ]
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933 pursuant
to General Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
Not applicable
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On September 5, 1989, the Board of Directors of Gamma Biologicals, Inc.
(the "Company") adopted a Shareholder Rights Plan (the "Rights Plan") and
declared a dividend distribution of one right (a "Right") for each
outstanding share of the Company's common stock, $.10 per share par value
("Common Stock"), to shareholders of record at the close of business on
October 2, 1989.
Initially, the Rights will be attached to Common Stock certificates
representing shares then outstanding, and no separate Rights Certificates
will be distributed. Transfer of Common Stock certificates will also
transfer the Rights associated with the Common Stock. Upon the occurrence of
an event specified in the Rights Plan (such as the public announcement by a
person (an "Acquiring Person") of an acquisition of 20% of the Company's
outstanding Common Stock without the consent of the Company's Disinterested
Directors) (the "Distribution Date"), the Rights will separate from the
Common Stock, and Rights Certificates will be issued to Rights holders. At
that time, each Right will become exercisable for one share of Common Stock
at the Purchase Price (initially $15.00), subject to adjustment from time to
time to account for events such as stock dividends or upon the occurrence of
certain triggering events as summarized herein and described in the Rights
Plan. The Rights are not exercisable until the Distribution Date and will
expire at the close of business on September 5, 1999, unless earlier redeemed
by the Company. All Common Stock issued after the record date but prior to
the Distribution Date will be issued with Rights attendant.
Until the Distribution Date, the Company may terminate or amend the
Rights Plan or adopt a new rights plan in substitution for the Rights Plan
and all outstanding Rights. After the Distribution Date, the Disinterested
Directors by majority vote may amend the Rights Plan to a more limited
extent, or may substitute a new rights plan for the Rights Plan and all
outstanding Rights, if the change, supplement or substitution does not
adversely affect the interests of Rights holders (other than those of an
Acquiring Person or an affiliate or associate thereof). A "Disinterested
Director" is any director who has no control relationship or affiliation with
any Acquiring Person or associate or affiliate thereof.
If certain triggering events described in the Rights Plan occur, the
Rights will become exercisable at the Purchase Price for shares of Common
Stock having a value equal to two times the Purchase Price. Rights
beneficially owned by Acquiring Persons will become null and void, and may
not be exercised. Triggering events include the acquisition of 20% of the
Company's outstanding Common Stock without the consent of the Disinterested
Directors; the acquisition of 2% or more of the Company's outstanding Common
Stock without such consent following the acquisition of 20% with such
consent; or the engagement by a consented-to 20% shareholder in certain
self-dealing transactions. If the Company is purchased or merged into
another Company, the Rights may become exercisable for comparable securities
of the surviving entity instead of Common Stock of the Company.
At any time before September 5, 1999, the Disinterested Directors may
vote to redeem the outstanding Rights at a price of $0.01 per Right. If the
Disinterested Directors elect to redeem the
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Rights, the outstanding Rights will no longer be exercisable, and their
holders will be entitled only to have their Rights redeemed.
Copies of the Rights Plan are 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 Plan, which is attached
hereto as an exhibit.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the
Company on terms not approved by the Company's Board of Directors, except
pursuant to an offer conditioned on a substantial number of Rights being
acquired. The Rights should not interfere with any merger or other business
combination approved by the Board of Directors since the Rights may be
redeemed by the Company at $.01 per Right prior to September 5, 1999.
On September 21, 1998, the Company, Immucor, Inc., a Georgia corporation
("Immucor"), and Gamma Acquisition Corporation, a Texas corporation and
wholly-owned subsidiary of Immucor (the "Immucor Subsidiary"), entered into
an Agreement and Plan of Merger, as amended from time to time (the "Merger
Agreement"). The Merger Agreement provides, among other things, for the
tender offer by Immucor and the Immucor Subsidiary for the Common Stock (the
"Offer"), and if necessary, the subsequent merger of the Immucor Subsidiary
with and into the Company resulting in the Company becoming an indirect wholly-
owned subsidiary of Immucor (the "Merger").
To facilitate the transactions contemplated by the Merger Agreement, the
Company entered into an Amendment to Shareholder Rights Plan effective upon
execution of the Merger Agreement (the "Amendment"). Among other
things, the Amendment (i) provides that Immucor and Affiliates of Immucor
will not become an "Acquiring Person," and that no "Distribution Date,"
"Section 11(a)(ii) Event," "Section 13 Event," "Stock Acquisition Date" or
"Triggering Event" (as such terms are defined in the Shareholder Rights Plan)
will occur as a result of: (A) the approval, execution or delivery of the
Merger Agreement, (B) the acquisition of shares of Common Stock pursuant to
the Offer or (C) the consummation of the Merger. The Amendment is attached
hereto as Exhibit 2 and is incorporated herein by reference.
The foregoing descriptions of the Rights do not purport to be complete
and are qualified in their entirety by reference to the Exhibits hereto.
ITEM 2. EXHIBITS.
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*Exhibit 1 Shareholder Rights Plan of Gamma Biologicals, Inc. dated
as of September 5, 1989, which includes as Exhibit A the
form of Rights Certificate and as Exhibit B the Summary of
Rights to Purchase Common Stock.
Exhibit 2 Amendment to Shareholder Rights Plan of Gamma
Biologicals, Inc. effective upon execution of the
Merger Agreement.
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* Previously filed.
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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: September 24, 1998 GAMMA BIOLOGICALS, INC.
By: /s/ Margaret J. O'Bannion
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Margaret J. O'Bannion
Chief Financial Officer
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AMENDMENT TO SHAREHOLDER RIGHTS PLAN
1. All capitalized terms used herein shall have the meaning set forth
in the Agreement.
2. The definition of "Acquiring Person" in Section 1 of the Agreement
is hereby amended and restated in its entirety to read as follows:
"Acquiring Person" shall mean any Person or group of Persons
acting together, directly or indirectly, through any contract,
arrangement, understanding, relationship or otherwise, who or which,
together with all Affiliates and Associates of such Person(s), shall
be the Beneficial Owner of 20% or more of the shares of Common Stock
then outstanding, but shall not include (i) the Company, (ii) any
Subsidiary of the Company, or (iii) any employee benefit plan of the
Company or any Subsidiary of the Company, or any Person or entity
organized, appointed or established by the Company acting in
accordance with and for or pursuant to the terms of any such plan.
Notwithstanding anything in this Agreement to the contrary, so long as
that certain Agreement and Plan of Merger dated as of September 21,
1998 by and among the Company, Immucor, Inc., a Georgia corporation
("Immucor"), and Gamma Acquisition Corporation, a Texas corporation
(the "Merger Agreement"), has not been terminated pursuant to the
terms thereof, neither Immucor nor any Affiliate of Immucor shall be
deemed to be an Acquiring Person solely by reason of the execution,
delivery and performance of the Merger Agreement, including the Offer,
the Parent Stock Option and the Insider Lock-Up Options (as such terms
are defined in the Merger Agreement) or the announcement, making or
consummation of Offer, the Parent Stock Option and the Insider Lock-Up
Options (as such terms are defined in the Merger Agreement), the
consummation of the Merger or any other transactions contemplated by
the Merger Agreement. If any of these exceptions to the definition of
an Acquiring Person apply, then the Person to whom the exception
pertains shall not be an Acquiring Person for any purpose under this
Agreement, including, without limitation, with respect to the
definitions of Distribution Date, Section 11(a)(ii) Event, Section 13
Event, Stock Acquisition Date and Triggering Event.
Notwithstanding any provision of this Agreement to the contrary,
(i) no Distribution Date, Section 11(a)(ii) Event, Section 13 Event,
Stock Acquisition Date or Triggering Event shall be deemed to have
occurred, (ii) neither Immucor nor any Subsidiary or Affiliate of
Immucor shall be deemed to have become an Acquiring Person, and
(iii) no holder of Rights shall be entitled to exercise such Rights
under, or be entitled to any other rights pursuant to, this Agreement
solely by reason of (A) the approval, execution or delivery of the
Merger Agreement, (B) the acquisition of shares of Common Stock
pursuant to the Offer (as defined in the Merger
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Agreement), or (C) the consummation of the Merger (as defined in the
Merger Agreement).
3. A new Section 21 shall be added (and the numbering of subsequent
sections altered accordingly) as follows:
Section 21. TERMINATION. Upon the acquisition of shares of
Common Stock pursuant to the Offer (as defined in the Merger
Agreement), and without any further action and without any notice, the
right to exercise the Rights will terminate and the holders of Rights
will have no further rights under this Plan.
4. Except as specifically provided herein, the Agreement shall
continue in full force and effect in accordance with its terms without
amendment or modification.
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