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FORM 8-A/A
Amendment No. 2
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
MYLAN LABORATORIES INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 25-1211621
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
130 Seventh Street, 1030 Century Bldg.
Pittsburgh, PA 15222
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(Address of principal executive offices) (Zip Code)
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: [X]
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:
001-9114
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
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Share Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act: None
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Item 1. Description of the Registrant's Securities to be Registered.
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On August 22, 1996, the Board of Directors of Mylan Laboratories Inc.
(the "Corporation") adopted a Shareholder Rights Plan and declared a dividend of
one share purchase right ("Right") on each outstanding share of Common Stock on
the record date. The Corporation also entered into a Rights Agreement dated as
of August 22, 1996 (the "Rights Agreement") with American Stock Transfer & Trust
Company, as Rights Agent. Each Right entitles the registered holder to purchase
from the Corporation one one-thousandth of a share of Series A Junior
Participating Preferred Stock, par value $0.50 per share ("Preferred Stock"),
or, in certain circumstances, shares of Common Stock, other securities, and/or
cash or other property, at a purchase price of $90 per share of Preferred Stock
(or, when applicable, Common Stock, securities, cash, and/or other property),
subject to adjustment.
The Corporation has amended Sections 1(i), 23(a) and 27 of the Rights
Agreement to eliminate those provisions that placed certain limitations on the
ability of the Board of Directors to redeem the Rights or amend the Rights
Agreement. Under the amended Rights Agreement, the Board has authority to redeem
the Rights for $.001 per Right or to amend the Rights Agreement, including when
a person or group of persons proposes to acquire 15% of the Corporation's Common
Stock (an "Acquiring Person"), prior to a public announcement that any person or
group of persons has become an Acquiring Person. Such a redemption or amendment
would have the effect of extinguishing the Rights or altering their terms to
permit an acquisition and would reflect the Board's acceptance of the
acquisition of the Corporation's shares by the Acquiring Person.
Under the terms of the original Rights Agreement, if the Board's
authorization of the redemption of the Rights or amendment of the Rights
Agreement occurred following a change (resulting from a proxy solicitation) in a
majority of the directors in office at the commencement of the solicitation, and
any person participating in the solicitation had stated (or if upon the
commencement of such solicitation, a majority of the Board had determined in
good faith) that such acquiring person had taken or intended to take any action
that would result in such person becoming an Acquiring Person or that would have
caused the occurrence of a "Triggering Event" (the existence of these
circumstances having been defined as an "Adverse Change of Control"), then the
Rights could be redeemed only if there were "Continuing Directors" in office and
such redemption were to have been authorized by a majority of such Continuing
Directors. The term "Continuing Director," which is no longer used in the
amended Rights Agreement, was defined to include any Board member who was not,
and was not associated or affiliated with, an Acquiring Person or who
subsequently became a member of the Board upon the recommendation of a majority
of the Continuing Directors. The term "Triggering Event" includes the
Corporation's acquisition in a merger or other business combination or its sale
of 50% or more of its assets or earning power.
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The amendment eliminates the special rights held by Continuing
Directors. As a result, under the terms of the amended Rights Agreement, a
majority of the Board of Directors (including those who would not have
previously been classified as "Continuing Directors") may authorize the
redemption of the Rights or the amendment of the Rights Agreement under any
circumstances in which the Board feels that it is appropriate to do so at any
time prior to the public announcement that any person or group of persons has
become an Acquiring Person.
Item 2. Exhibits.
No. Description
1 Amendment to Rights Agreement
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and
Exchange Act of 1934, the Registrant has duly caused this registration statement
to be signed on its behalf of the undersigned, thereto duly authorized.
MYLAN LABORATORIES INC.
By /s/ Milan Puskar
Name: Milan Puskar
Title: Chairman and Chief Executive Officer
Date: March 31, 2000
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Exhibit 1
AMENDMENT TO RIGHTS AGREEMENT
This Amendment, dated as of November 8, 1999 (this
"Amendment"), to the Rights Agreement, dated as of August 22, 1996, between
Mylan Laboratories Inc., a Pennsylvania corporation (the "Company"), and
American Stock Transfer & Trust Company (the "Rights Agent").
WHEREAS, the Company and the Rights Agent desire to amend the
Rights Agreement to (i) eliminate provisions that place certain limitations on
the ability of the full Board of Directors of the Company to redeem or amend the
Rights Agreement in the event of an Adverse Change of Control (as defined in the
Rights Agreement) and (ii) eliminate the ten day period after a Shares
Acquisition Date during which the Rights Agreement can be freely amended or
redeemed; and
WHEREAS, pursuant to and in compliance with Section 27 of the
Rights Agreement, the Company and the Rights Agent desire to amend the Rights
Agreement as set forth in this Amendment.
NOW THEREFORE, in consideration of the premises and the mutual
agreements set forth herein and in the Rights Agreement, the parties hereto
agree as follows:
1. Section 1(i) of the Rights Agreement, in which the term
"Continuing Director" is defined, is hereby deleted and is not replaced.
2. Section 23(a) of the Rights Agreement is hereby amended in
its entirety to read as follows:
Section 23. Redemption. (a) The Board of Directors of the
Company may, at its option, at any time prior to the Shares Acquisition
Date, redeem all but not less than all the then outstanding Rights at a
redemption price of $0.001 per Right, appropriately adjusted to reflect
any stock split, stock dividend, or similar transaction occurring after
the date hereof (such redemption price, as adjusted, being hereinafter
referred to as the "Redemption Price"). Notwithstanding the foregoing,
the aggregate Redemption Price payable to any holder of Rights upon the
redemption of all Rights held by such holder shall be rounded to the
nearest one cent ($0.01) (such that fractions of one cent ($0.01)
greater than or equal to one-half of one cent ($0.005) shall be rounded
up to the next highest cent and fractions of one cent ($0.01) less than
one-half of one cent ($0.005) shall be rounded down to the next lowest
cent); and further provided that the aggregate Redemption Price payable
to any holder of Rights upon the redemption of all Rights held by such
Person shall in no event be less than $0.01. The redemption of the
Rights by the Board of Directors 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.
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3. Section 27 of the Rights Agreement is hereby amended in its
entirety to read as follows:
Section 27. Supplements and Amendments. The Company may from
time to time supplement or amend this Agreement without the approval of
any holders of Right Certificates in order to cure any ambiguity, to
correct or supplement any provision contained herein that may be
defective or inconsistent with any other provisions herein, or to make
any other provisions with respect to the Rights that the Company may
deem necessary or desirable, any such supplement or amendment to be
evidenced by a writing signed by the Company and the Rights Agent;
provided, however, that from and after the Shares Acquisition Date,
this Agreement shall not be amended in any manner that would adversely
affect the interests of the holders of Rights (other than Rights that
have become void pursuant to Section 7(e) hereof). Without limiting the
foregoing, the Company may at any time prior to the Shares Acquisition
Date, subject to the conditions set forth in the immediately preceding
sentence, amend this Agreement to lower the thresholds set forth in
Sections 1(a) and 3(a) to not less than the lesser of (i) the sum of
.001% and the largest percentage of the outstanding Common Shares then
known by the Company to be Beneficially Owned by any Person (other than
the Company, any Subsidiary of the Company, any employee benefit plan
of the Company or any Subsidiary of the Company, or any entity holding
Common Shares for or pursuant to the terms of any such plan) and (ii)
15%.
4. This Amendment shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania.
5. This Amendment may be executed in counterparts and each of
such counterparts shall for all purposes be deemed to be an original, and all
such counterparts shall together constitute but one and the same instrument.
6. Except as expressly set forth herein, this Amendment shall
not by implication or otherwise alter, modify, amend or in any way affect any of
the terms, conditions, obligations, covenants or agreements contained in the
Rights Agreement, all of which are ratified and affirmed in all respects and
shall continue in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and attested, all as of the day and year first
above written.
MYLAN LABORATORIES INC.
By:
Name: Milan Puskar
Title: Chairman, President and CEO
Attest
By:
Name: Robert Smiley
Title: Secretary
AMERICAN STOCK AND TRUST COMPANY,
as Rights Agent
By:
Name:
Title:
Attest
By:
Name:
Title:
