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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
Centocor, Inc.
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(Exact name of registrant as specified in its charter)
Pennsylvania 23-2117202
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
Centocor, Inc.
200 Great Valley Parkway
Malvern, Pennsylvania 19355
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(Address of principal
executive offices
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on
to be so registered which each class is to be
listed
None None
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 [X].
Securities Act registration statement file number to which this form
relates:
None (if applicable)
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Securities to be registered pursuant to Section 12(g) of the Act:
Series A Preferred Stock Purchase Rights
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(Title of class)
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Item 1: Description of Registrant's Securities to be Registered.
The Board of Directors of Centocor, Inc. (the "Company") adopted a
Shareholder Rights Plan effective September 26, 1998 (the "Rights Plan") to
replace an expiring rights plan. The purpose of the Rights Plan is to deter
certain coercive takeover tactics and enable the Board of Directors to represent
effectively the interests of the Company, its shareholders and its other
constituencies. The Rights Plan does not deter negotiated mergers or business
combinations that the Board of Directors determines to be in the best interest
of the Company, its shareholders and its other constituencies.
To implement the Rights Plan the Board of Directors authorized the
issuance of one Right for each outstanding share of Common Stock of the Company
to shareholders of record at the close of business on September 26, 1998, and
for all shares of Common Stock of the Company that are issued after September
26, 1998 and on or prior to the earlier of the Distribution Date (as defined
below) or the close of business on September 26, 2008 (the "Common Stock"). The
Rights are not exercisable until the Distribution Date and will expire at the
close of business on September 26, 2008, unless previously redeemed by the
Company as described below. When exercisable, each Right will entitle the
registered holder to purchase from the Company one one-hundredth of a share of
Series A Preferred Stock, par value $.01 per share, at a cash Purchase Price of
$140, subject to adjustment (the "Right" or collectively "Rights"). The
description and terms of the Rights are set forth in a Rights Agreement between
the Company and BankBoston, N.A., as Rights Agent dated as of September 26, 1998
(the "Rights Agreement").
Initially, the Rights will be evidenced by the Common Stock
certificates, and no separate Right Certificate will be issued for each Right.
Until the Distribution Date (or earlier redemption or expiration of the rights),
(i) the Rights will be evidenced by the Common Stock Certificates and will be
transferred with and only with such Common Stock certificates, (ii) new Common
Stock certificates issued after September 26, 1998 will contain a notation
incorporating the Rights Agreement by reference, and (iii) the surrender for
transfer of any certificates representing Common Stock will also constitute the
transfer of the Rights associated with the Common Stock represented by such
certificate.
The Rights will separate from the Common Stock and a Distribution Date
will occur upon the earlier of: (i) 10 days following a public announcement, or
such earlier date as a majority of Continuing Directors become aware, that a
person, entity or group of affiliated or associated persons (an "Acquiring
Person") has acquired beneficial ownership of 20 percent or more of the shares
of Common Stock then outstanding (the "Stock Acquisition Date"), or (ii) such
date as may be determined by the Board of Directors of the Company, (upon
approval by a majority of the Continuing Directors) after the date of
commencement of or first public announcement of a tender or exchange offer for
20% or more of the outstanding shares of Common Stock of the Company.
Acquisitions by the following persons will not result in a person becoming an
Acquiring Person: the Company, any subsidiary of the Company and any employee
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benefit plan of the Company or any subsidiary.
As soon as practicable after the Distribution Date, Right Certificates
will be mailed to holders of record of Common Stock as of the close of business
on the Distribution Date ("Right Certificates") and, thereafter, the separate
Right Certificates alone will represent the Rights and the Rights will be
tradable separately from the shares of Common Stock. Except as otherwise
determined by the Board of Directors, only shares of Common Stock issued prior
to the Distribution Date will be issued with Rights.
Each share of Preferred Stock purchasable upon exercise of a Right
will be entitled to a minimum preferential quarterly dividend payment of $1.00
per share but will be entitled to an aggregate dividend of 100 times the
dividend, if any, declared per share of Common Stock. In the event of
liquidation, each share of Preferred Stock will be entitled to a minimum
preferential liquidation payment of $100 per share but will be entitled to an
aggregate payment of 100 times the payment made per share of Common Stock. Each
share of Preferred Stock will have 100 votes and will vote together with the
Common Stock. In the event of any merger, consolidation or other transaction in
which shares of Common Stock are exchanged, each share of Preferred Stock will
be entitled to receive 100 times the amount received per share of Common Stock.
The Rights are protected by customary antidilution provisions. Because of the
nature of the Preferred Stock's dividend, liquidation and voting rights, the
value of one one-hundredth of a share of Preferred Stock purchasable upon
exercise of each Right should approximate the value of one share of Common
Stock.
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 or (ii) 50 percent or more of the Company's assets or earning power
is sold, each holder of a Right shall thereafter have the right to receive, upon
exercise, Common Stock of the acquiring company having a value at the time of
the transaction equal to two times the exercise price of the Right. In the event
that (i) the Company is the surviving corporation in a merger with an Acquiring
Person and the Common Stock is not changed or exchanged, or (ii) an Acquiring
Person engages in one of a number of self-dealing transactions specified in the
Rights Agreement, or (iii) a person becomes the beneficial owner of 20 percent
or more of the then outstanding shares of Common Stock, proper provision will be
made so that each holder of an outstanding Right, other than Rights that are, or
(under certain circumstances specified in the Rights Agreement) were,
beneficially owned by an Acquiring Person or an affiliate or associate of an
Acquiring Person (which will thereafter be void), will thereafter have the right
to receive upon exercise that number of shares of Common Stock having a market
value at the time of the transaction of two times the exercise price of the
Right (rather than Preferred Stock). The events described in this paragraph are
referred to as the "Triggering Events."
The Purchase 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
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reclassification of, the Preferred Stock, (ii) if holders of the Preferred Stock
are granted certain rights or warrants to subscribe for Preferred Stock or
convertible securities at less than the then current market price of the
Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock
of evidences of indebtedness or assets (excluding regular periodic cash
dividends) or of subscription rights or warrants (other than those referred to
above).
The number of Rights associated with each share of Common Stock is
also subject to adjustment in the event of a stock dividend on the outstanding
shares of Common Stock payable in shares of Common Stock or a subdivision or
combination of the Common Stock occurring, in any such case, prior to the
Distribution Date.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1 percent of the
Purchase Price. No fractional shares of Preferred Stock (other than increased
multiples of one one-hundredth of a share) will be issued and, in lieu thereof,
an adjustment in cash will be made based on the market price of the Preferred
Stock on the last trading date prior to the date of exercise.
The Rights may be redeemed by the Company in whole, but not in part,
at a price of $.001 per Right by the Board of Directors at any time until the
tenth day after the Stock Acquisition Date (or such later date as a majority of
the Continuing Directors (as defined in the Rights Agreement) then in office may
determine while the Rights are redeemable). After such redemption period has
expired, the right to redeem may be reinstated if an Acquiring Person reduces
his Common Stock ownership to 10 percent or less of the then outstanding shares
in one or more transactions not involving the Company. Immediately upon the
action of the Board of Directors ordering redemption of the Rights, the Rights
will terminate and thereafter the only right of the holders of Rights will be to
receive the redemption price. The Rights will expire at the close of business on
September 26, 2008 unless extended or unless the Rights are earlier redeemed or
exchanged.
The terms of the Rights may be amended by the Board of Directors of
the Company without the consent of the holders of the Rights, including an
amendment to lower the thresholds for exercisability of the Rights to not less
than the greater of (i) the largest percentage of the outstanding Common Stock
then known to the Company to be beneficially owned by any person, entity or
group and (ii) 10 percent, except that from and after such time as any person
becomes an Acquiring Person no such amendment may adversely affect the interests
of the holders of the Rights (other than an Acquiring Person or an affiliate or
associate thereof).
Until a Right is exercised, the holder will have no rights as a
shareholder of the Company (beyond those as an existing shareholder), including
the right to vote or to receive dividends. While the distribution of the Rights
will not be taxable to shareholders or to the Company, shareholders may,
depending upon the circumstances, recognize taxable income in the event that the
Rights become exercisable for Common Stock (or other consideration) of the
Company or for common stock of an acquiring company as set forth above.
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A copy of the Rights Agreement is included as Exhibit 4 hereto. A
copy of the Rights Agreement is available free of charge from the Company to any
stockholder of the Company. This above description of the Rights does not
purport to be complete and is qualified in its entirety by reference to the
Rights Agreement, which is hereby incorporated herein by reference.
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Item 2. Exhibits
Exhibit No. Description
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4 Rights Agreement, dated as of September 26, 1998, between
Centocor, Inc. and BankBoston, N.A., as Rights Agent, including
Resolution of the Board of Directors Establishing and Designating
the Series A Preferred Stock as Exhibit A, the Form of Right
Certificate as Exhibit B, and the Summary of Rights as Exhibit C
(incorporated by reference to Exhibit 4 to the Company's Current
Report on Form 8-K dated September 28, 1998).
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.
CENTOCOR, INC.
By: /s/ George D. Hobbs
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Name: George D. Hobbs
Title: Vice President, Corporate Counsel
and Secretary
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EXHIBIT INDEX
Exhibit No. Description
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4 Rights Agreement, dated as of September 26, 1998, between
Centocor, Inc. and BankBoston, N.A., as Rights Agent, including
Resolution of the Board of Directors Establishing and Designating
the Series A Preferred Stock as Exhibit A, the Form of Right
Certificate as Exhibit B, and the Summary of Rights as Exhibit C
(incorporated by reference to Exhibit 4 to the Company's Current
Report on Form 8-K dated September 28, 1998).
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