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
UTAH MEDICAL PRODUCTS, INC.
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(Exact Name of Registrant as Specified in its Charter)
UTAH 87-0342734
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
7043 S. 300 W.
MIDVALE, UTAH 84047
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(Address of Principal Executive Offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
None
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK, PAR VALUE $0.01
PREFERRED STOCK PURCHASE RIGHTS THE NASDAQ STOCK MARKET
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Title of each class Name of each exchange on which
to be so registered each class is to be registered
<PAGE>
ITEM 1: DESCRIPTION OF REGISTRANT'S SECURITIES TO REGISTERED
GENERAL
Utah Medical Products, Inc. (the "Company"), is authorized to issue
50,000,000 shares of Common Stock, $0.01 par value; and 5,000,000 shares of
preferred stock, $0.01 par value. The Company's Common Stock and the Preferred
Stock Purchase Rights hereafter described have been accepted for listing on the
Nasdaq Stock Market.
COMMON STOCK
As of February 11, 2000, the Company had 6,450,011 shares of Common Stock
issued and outstanding. The holders of Common Stock are entitled to one vote
per share on each matter submitted to a vote at any meeting of stockholders.
Holders of Common Stock do not have cumulative voting rights (except under
certain limited circumstances described hereafter), and therefore, a majority of
the outstanding shares voting at a meeting of stockholders are able to elect all
of the Directors of the Board of Directors up for election, and if they do so,
minority stockholders would not be able to elect any members to the Board of
Directors. The Company's bylaws provide that a majority of the issued and
outstanding shares of the Company constitutes a quorum for stockholders'
meetings, except with respect to certain matters for which a greater percentage
quorum is required by statute.
Stockholders of the Company have no preemptive rights to acquire additional
shares of Common Stock or other securities. The Common Stock is not subject to
redemption and carries no subscription or conversion rights, except as provided
in the Preferred Stock Purchase Rights, as discussed below. In the event of
liquidation of the Company, the shares of Common Stock are entitled to share
equally in corporate assets after satisfaction of all liabilities and the
payment of any liquidation preferences.
Holders of Common Stock are entitled to receive such dividends as the Board
of Directors may from time to time declare out of funds legally available for
the payment of dividends. In January 1994, the Board of Directors suspended the
Company's cash dividends in favor of continued stock repurchases, following the
payment of dividends in 1993. Dividends were not paid prior to 1993 and no
dividends have been paid since 1993.
PREFERRED STOCK PURCHASE RIGHTS
The Company has 6,450,011 Preferred Stock Purchase Rights ("Rights") issued
and outstanding as of February 11, 2000 and has authorized the issuance of one
Right in respect of each share of Common Stock subsequently issued until the
earliest to occur of the Separation Date, the Expiration Date or the Redemption
Date, as such terms are defined in the Rights Agreement between the Company and
the duly constituted rights agent, as the same may be designated from time to
time (the "Rights Agent"); and the summary contained herein is qualified in its
entirety by the terms of the Rights Agreement, which is attached hereto as
Exhibit "8."
Each Right entitles the registered holder thereof to purchase from the
Company one one-hundredth (1/100) of a share of Series A Preferred Stock (the
"Preferred Stock") at an exercise price of $100 (the "Exercise Price").
The Rights are not currently exercisable, certificates for the Rights have
not and will not currently be issued, and currently the Rights automatically
trade with the Common Stock.
Until the close of business on the Separation Date, which will occur on the
earliest of (i) the tenth day after the public announcement that a person or
group of affiliated or associated persons ("Acquiring Person") has acquired, or
obtained the right to acquire, beneficial ownership of 20% or more of the
outstanding Voting Shares (as defined in the Rights Agreement) of the Company
(the "Stock Acquisition Date") or (ii) the tenth day after the date of the
commencement of, or first public announcement of, the intent of any person to
commence a tender or exchange offer or take-over bid to acquire beneficial
ownership of 20% or more of the outstanding Voting Shares of the Company or
(iii) such later date as may be fixed by the board of directors from time to
time by notice to the Rights Agent and publicly announced by the Company, the
Rights will be represented by and transferred only with the common stock. Until
the Separation Date, new certificates issued for Common Stock after the Record
Date will contain a legend incorporating the Rights Agreement by reference, and
the surrender for transfer of any of the Company's Common Stock certificates
will also constitute the transfer of the Rights associated with the Common Stock
represented by those certificates. Promptly following the Separation Date,
separate certificates representing the Rights will be mailed to holders of
record of Common Stock at the close of business on the Separation Date, and
thereafter the certificates representing the Rights alone will evidence the
Rights. The Rights are not exercisable until the Separation Date.
The Exercise Price payable and the number of shares of Preferred 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) upon the grant to holders of the Common Stock of certain rights or
warrants to subscribe for Common Stock or convertible securities at less than
the Market Price (as defined in the Rights Agreement) of the Common Stock, or
(iii) upon the distribution to holders of the Common Stock of evidences of
indebtedness or assets (excluding regular cash dividends and dividends payable
in Common Stock) or of subscription rights or warrants.
If any Person becomes an Acquiring Person, other than pursuant to a tender
or exchange offer for all outstanding Common Stock of the Company that the board
of directors, taking into account the long-term value of the Company and all
other factors that the board of directors considers relevant (such as, for
example, the adequacy of the price offered, the fairness of the offer to the
Company and its shareholders, the nature and timing of the offer, the impact on
constituencies other than shareholders, the probability of consummation, the
quality of any securities being offered in the exchange, as well as the basic
shareholder interests at stake, including shareholder interests in long-term as
compared to short-term values and in making independent, uncoerced investment
decisions), determines to be at a price and on terms that are fair to holders of
Common Stock of the Company (a "Flip-in Event"), each holder of a Right, other
than the Acquiring Person, will have the right to receive, upon payment of
one-half (1/2) the Exercise Price, in lieu of Preferred Stock, a number of
shares of Common Stock of the Company having an aggregate Market Price equal to
the Exercise Price.
After a Flip-in Event, Rights that are (or, under certain circumstances,
Rights that were) beneficially owned by an Acquiring Person will be null and
void.
Unless the Rights are redeemed earlier, if, after the Stock Acquisition
Date, the Company is acquired in a merger or other business combination (in
which any of the Common Stock is changed into or exchanged for other securities
or assets) or more than 50% of the assets or operating income or cash flow of
the Company and its subsidiaries (taken as a whole) are sold or transferred in
one or a series of related transactions (a Flip-over Transaction or Event"), the
Rights Agreement provides that proper provision shall be made so that each
holder of record of Rights will, from and after that time, have the right to
receive, upon payment of the Exercise Price, that number of Shares of Common
Stock of the acquiring company (or, in certain circumstances, the direct or
indirect corporate parent of the acquiring company) which has a Market Price at
the time of such Flip-over Transaction or Event equal to twice the Exercise
Price. The right to purchase shares of an acquiring company would not apply to
a transaction with a person that became an Acquiring Person pursuant to a tender
or exchange offer approved by the Company's board of directors if the price paid
to holders of Common Stock in the transaction was not less than the price paid
in such tender or exchange offer.
Fractions of Preferred Stock (other than fractions that are integral
multiples of one one-hundredth of a share) may, at the election of the Company,
be evidenced by depository receipts. The Company may also issue cash in lieu of
fractional shares of Preferred Stock that are not integral multiples of one
one-hundredth of a share of Preferred Stock.
At any time prior to the earlier of (i) the Expiration Date (defined as the
close of business on the tenth-year anniversary of the Rights Agreement) or (ii)
the close of business on the tenth day after the Stock Acquisition Date (subject
to extension by the board of directors), the board of directors may, at its
option, cause the Company to redeem the rights in whole, but not in part, at a
price of $0.01 per Right (the "Redemption Price"), subject to adjustment.
Immediately upon the action of the board of directors authorizing redemption of
the Rights, the right to exercise the rights will terminate, and the holders of
Rights will only be entitled to receive the Redemption Price without any
interest thereon.
As long as the Rights are redeemable, the board of directors without
further shareholder approval, may, except with respect to the Exercise Price or
Expiration Date of the Rights, amend the Rights Agreement in any manner that, in
the board of directors' opinion, does not materially adversely affect the
interests of holders of the Rights as such.
Until a Right is exercised, the holder, as such, will have no rights as a
shareholder of the Company, including, without limitation, the right to vote or
to receive dividends.
SELECTED PROVISIONS OF THE ARTICLES OF INCORPORATION
Under the Company's Articles of Incorporation, the Company's Board of
Directors is authorized, without shareholder action, to issue preferred stock in
one or more series and to fix the number of shares and rights, preferences and
limitations of each series. Among the specific matters that may be determined
by the Board of Directors are the dividend rate, the redemption price, if any,
conversion rights, if any, the amount payable in the event of any voluntary
liquidation or dissolution of the Company and voting rights, if any. The Board
of Directors has designated 500,000 shares as Series A Preferred Stock but the
Company has no shares of Series A Preferred Stock (or any other class or series
of preferred stock) issued and outstanding as of February 11, 2000.
The Company's Articles of Incorporation also contain certain provisions
that: (a) require advance notice of nominees for election to the board of
directors; (b) classify the board of directors into three classes, with each
class serving staggered three-year terms; (c) provide that directors may be
removed only for cause or, in the absence of cause, only with the approval of
the vote of two thirds of the votes entitled to be cast; (d) provide that any
vacancy on the board of directors may be filled only by the remaining directors
then in office, even if such directors constitute less than a quorum; (e) grant
cumulative voting on the election of directors if a person or group of related
persons owning in excess of 40% of the Company's common stock opposes management
of the Company in a separate proxy solicitation or in an election contest; (f)
require advance notice regarding business to be conducted at shareholders'
meetings; (g) deny action by the written consent of the holders of a majority of
the voting shares; (h) prohibit the Company from paying a premium upon the
redemption of stock in excess of the fair market value of such stock from a
shareholder that has acquired 5% or more of the Company's common stock; (i)
authorize the board of directors to consider all factors in evaluating a
proposed tender offer or other attempted takeover; and (j) require an
affirmative vote of shareholders holding at least two-thirds of the Company's
common stock to approve a business combination with a person or group of related
persons owning in excess of 5% of the Company's common stock unless such
business combination requires the payment of a fair price for the Company's
stock, prohibits the Company from entering into certain transactions or taking
certain actions with related parties and requires prior notice to have been
provided to the shareholders or, alternatively, the business combination is
approved by two-thirds of the directors that were not elected by or at the
request of the interested person or persons. As a corollary to the above
substantive provisions, the anti-takeover provisions increase the shareholder
vote required to amend and repeal, or to adopt any provision inconsistent with
any of the anti-takeover provisions, from more votes cast for than against such
proposal to two-thirds of the votes entitled to be cast.
ITEM 2: EXHIBITS
Copies of the following documents shall be filed with the Nasdaq Stock
Market as exhibits to this Registration Statement but are not required to be
filed, and will not be included with this filing, with the Securities and
Exchange Commission.
Exhibit
No. Title of Document
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1 Form 10-K for the year ended December 31, 1998
2 Form 10-Q for the quarter ended March 31, 1999
3 Form 10-Q for the quarter ended June 30, 1999
4 Form 10-Q for the quarter ended September 30, 1999
5 Definitive proxy materials used in connection with the May 14, 1999
annual meeting of shareholders
6 Articles of Incorporation, as amended
7 Bylaws
8 Rights Agreement dated as of October 24, 1994, between the Company
and the Rights Agent, including form of Rights Certificate
9 Specimen Stock Certificate
10 Annual Report to Shareholders
SIGNATURES
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.
Dated: February 14, 2000 UTAH MEDICAL PRODUCTS, INC.
/s/ Kevin L. Cornwell
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By: Kevin L. Cornwell, President and CEO
