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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A-1
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of
the Securities Exchange Act of 1934
AMENDMENT NO. 1
MGI PHARMA, INC.
(Exact name of registrant as specified in its charter)
Minnesota 41-1364647
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(State or incorporation (I.R.S. Employer
or organization) Identification No.)
6300 West Old Shakopee Road, Suite 110, Bloomington, MN 55438
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(Address of principal executive offices)
Registrant's telephone number, including area code: (952) 346-4700
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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. [_]
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(b) of the Act:
Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
PREFERRED SHARE PURCHASE RIGHTS
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The response to Item 1 is hereby amended by adding the following paragraphs
and the attached exhibit.
On March 14, 2000, MGI Pharma, Inc. (the "Company") executed Amendment No.
1 (the "Amendment"), dated as of March 14, 2000, to the Rights Agreement, dated
as of July 14, 1998 (the "Rights Agreement") between the Company and Norwest
Bank Minnesota, N.A. The Rights Agreement, as amended by the Amendment, sets
forth the description and the terms of the rights held by holders of the
Company's common stock, par value $.01 per share, to purchase one unit initially
consisting of one one-hundredth of a share of preferred stock of the Company.
The Amendment amends the Rights Agreement to increase the Purchase Price
for each one one-hundredth of a Preferred Share purchasable pursuant to the
exercise of a Right from $50.00 to $200.00. Except for any conforming
provisions, the other provisions of the Rights Agreement continue in full force
as set forth therein and were not affected in any way by the Amendment.
This summary description of the Amendment does not purport to be complete
and is qualified in its entirety by reference to the Amendment, which is
attached hereto as an exhibit and incorporated herein by reference.
ITEM 2. EXHIBITS
1. Rights Agreement, dated as of July 14, 1998, between the
Company and Norwest Bank Minnesota, N.A., as Rights Agent,
which includes as Exhibit B thereto the form of Right
Certificate (incorporated by reference to Exhibit 1 to the
Company's Registration Statement on Form 8-A filed July 15,
1998).
2. Amendment No. 1, dated as of March 14, 2000, to the Rights
Agreement, dated as of July 14, 1998, between the Company
and Norwest Bank Minnesota, N.A., as Rights Agent.
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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.
March 14, 2000 MGI PHARMA, INC.
By /s/ Charles N. Blitzer
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Charles N. Blitzer
Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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2. Amendment No. 1, dated as of March 14, 2000, to the Rights Agreement,
dated as of July 14, 1998, between the Company and Norwest Bank
Minnesota, N.A., as Rights Agent.
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EXHIBIT 2
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AMENDMENT NO. 1
TO
RIGHTS AGREEMENT
This Amendment No. 1 (the "Amendment") is made as of March 14, 2000 to that
certain Rights Agreement (the "Rights Agreement") dated as of July 14, 1998, by
and between MGI Pharma, Inc., a Minnesota corporation (the "Company"), and
Norwest Bank Minnesota, N.A., (the "Rights Agent"). All terms not otherwise
defined herein shall have the meanings ascribed to them in the Rights Agreement.
WHEREAS, the Company and the Rights Agent have previously entered into the
Rights Agreement specifying the terms of the Rights; and
WHEREAS, Section 27 of the Rights Agreement provides that, prior to the
time that any Person becomes an Acquiring Person, the Company may change or
supplement any provision in the Rights Agreement in any manner which the Company
may deem necessary or desirable, without the approval of any holders of Right
Certificates; and
WHEREAS, no Person has become an Acquiring Person; and
WHEREAS, the Company deems it necessary and desirable to amend the Rights
Agreement to increase the initial exercise price of the Rights from $50 per
Right to $200 per Right, subject to adjustment as provided therein.
In consideration of the mutual agreements set forth herein and referenced
herein, the parties hereby agree as follows:
1. Amendment to Section 3(c). In the legend in Section 3(c) of the Rights
Agreement, "Rights Agreement between MGI Pharma, Inc. and Norwest Bank
Minnesota, N.A., dated as of July 14, 1998 (the "Rights Agreement")" is replaced
with "Rights Agreement between MGI Pharma, Inc. and Norwest Bank Minnesota,
N.A., dated as of July 14, 1998, as amended on March 14, 2000 (the "Rights
Agreement")."
2. Amendment to Section 7(b). In Section 7(b) of the Rights Agreement,
"$50" is replaced with "$200."
3. Amendment to Exhibit B. In Exhibit B (Form of Right Certificates) to the
Rights Agreement, in the first paragraph, "Rights Agreement, dated as of July
14, 1998 (the "Rights Agreement")" is replaced with "Rights Agreement, dated as
of July 14, 1998, as amended on March 14, 2000 (the "Rights Agreement")"; and
"at a purchase price of $50" is replaced with "at a purchase price of $200."
4. Other provisions. Except as expressly modified by the terms of this
Amendment, the terms and conditions of the Rights Agreement and its respective
appendices shall remain in full force and effect.
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IN WITNESS WHEREOF, each of the parties to the Rights Agreement has
executed this Amendment by its duly authorized representatives as of the date
first above written.
MGI PHARMA, INC.
By /s/ Charles N. Blitzer
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Charles N. Blitzer
Chief Executive Officer
NORWEST BANK MINNESOTA, N.A.
By /s/ Susan J. Roeder
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Susan J. Roeder
Vice President
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