SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM 8-A/A
Amendment No. 2
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
________________
NEUTROGENA CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 95-2221471
(State of incorporation (I.R.S. employer
or organization) identification no.)
5760 West 96th Street
Los Angeles, California
(Address of principal executive offices)
90045
(zip code)
________________
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class is
to be registered to be registered
None None
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
(Title of class)
Item 1. Description of Registrant's Securities to be Regis-
tered.
The response to Item 1 is hereby amended to read in its
entirety as follows:
On July 23, 1990, the Board of Directors of Neutrogena
Corporation, a Delaware corporation (the "Corporation"), declared
a dividend of one preferred stock purchase right (a "Right") for
each issued and outstanding share of Common Stock, par value
$0.001 per share (the "Common Stock"), of the Corporation. The
dividend is payable to the shareholders of record on August 6,
1990 (the "Record Date").
All Rights are issued pursuant to, and will be subject
to the terms and conditions of, the Rights Agreement dated July
23, 1990, as amended by Amendment No. 1 to Rights Agreement, (the
"First Amendment") dated as of March 18, 1993, and by Amendment
No. 2 to Rights Agreement (the "Second Amendment") dated as of
August 22, 1994, between the Corporation and its Rights Agent
(currently, U.S. Stock Transfer Corporation). The following is a
brief summary of the terms of the Rights.
Each Right, when exercisable, will entitle the regis-
tered holder thereof until the earlier of July 23, 2000 or the
date of redemption or exchange of the Rights, to purchase from
the Corporation one one-hundredth of a share of Series A Pre-
ferred Stock, par value $0.001 per share (the "Preferred Stock")
of the Corporation at an exercise price of $80.00 per one one-hu-
ndredth of a share (the "Purchase Price"), subject to certain
adjustments.
The Rights will initially be represented by the certif-
icates evidencing the Common Stock and will not be exercisable or
transferable apart from the Common Stock until the earliest to
occur of (i) the tenth day after the acquisition by a person
(other than an Exempt Person) or group of affiliated or associat-
ed persons of beneficial ownership of 15% or more of the out-
standing Common Stock; provided, that if within said ten-day
period the acquiring person reduces his beneficial ownership to
less than 15%, then he shall be deemed not to be an acquiring
person and the Stock Acquisition Date (as defined below) shall be
deemed not to have occurred; (ii) the tenth day after the com-
mencement of a tender or exchange offer the consummation of which
would result in the beneficial ownership by a person or group of
affiliated or associated persons of 15% or more of the outstand-
ing Common Stock, provided, that if during said ten-day period
the person withdraws the tender or exchange offer, then such
offer shall be deemed not to have been made; (iii) the tenth day
after the date of filing of a registration statement for any such
exchange offer under the Securities Act of 1933, as amended, and
(iv) the tenth day after the date on which the Board of Directors
of the Corporation (the "Board") declares any person or group of
affiliated or associated persons which beneficially owns 10% or
more of the outstanding Common Stock to be an "Adverse Person"
(as defined below) (the earliest of these dates is referred to as
the "Distribution Date"). Under the Rights Agreement, any person
described in items (i) or (iv) above is referred to as an "Ac-
quiring Person." The date upon which a person first becomes an
Acquiring Person is referred to as the "Stock Acquisition Date."
An "Adverse Person" is any person or group of affili-
ated or associated persons (other than an Exempt Person) be-
neficially owning 10% or more of the outstanding Common Stock, if
the Board determines (i) that the person or group is holding the
Common Stock in order to cause the Corporation to repurchase
their Common Stock or to take any other actions intended to
provide them with short term financial gain, in circumstances
where the Board determines that the actions to be taken are not
in the best long-term interests of the Corporation or its stock-
holders, or (ii) that beneficial ownership of the Common Stock by
the person or group is causing or reasonably likely to cause a
material adverse impact on the business or prospects of the
Corporation.
An "Exempt Person" is defined as being the Corporation,
any subsidiary of the Corporation, any employee benefit plan of
the Corporation or any of its subsidiaries, any entity holding
shares of Common Stock which was organized, appointed or estab-
lished by the Corporation or any subsidiary of the Corporation
for or pursuant to the terms of any such plan, or the Cotsen
Group (as that term is defined by the First Amendment) or Johnson
& Johnson, JNJ Acquisition Corp. and their Affiliates and Asso-
ciates; provided, that if after the date hereof the aggregate
Beneficial Ownership of Common Stock by the Cotsen Group in-
creases, then the Cotsen Group shall no longer be deemed to be an
Exempt Person; provided, further, that if the Agreement and Plan
of Merger, dated as of August 22, 1994, by and among the Corpora-
tion, Johnson & Johnson and JNJ Acquisition Corp. is terminated
in accordance with its terms, then Johnson & Johnson, JNJ Acqui-
sition Corp. and their Affiliates and Associates shall no longer
be deemed to be Exempt Persons.
The Rights (unless sooner redeemed) will first become
exercisable on the Distribution Date at which time the Corpora-
tion will distribute separate Right Certificates representing the
Rights to its then current stockholders, and it is expected that
the Rights could then begin trading separately from the Common
Stock. The Rights will expire on July 23, 2000 (the "Final
Expiration Date"), unless the Final Expiration Date is extended
or unless the Rights are earlier redeemed or exchanged by the
Corporation.
Following the Stock Acquisition Date, the Rights would
give holders (other than the Acquiring Person, its affiliates and
transferees) the right to buy, for the Purchase Price, in lieu of
Preferred Stock, that number of shares of Common Stock with a
market value of twice the Purchase Price.
Following a Stock Acquisition Date, in a merger,
consolidation or sale or transfer of 50% or more of the consoli-
dated assets or earning power of the Corporation occurring after
the Rights become exercisable, each Right will be converted into
the right to purchase, for the Purchase Price, that number of
shares of common stock of the surviving entity (which may be the
Corporation) or (in certain circumstances) its parent corpo-
ration, which at the time of such transaction will have a market
value of two times the Purchase Price.
Following the Distribution Date, exercisable Rights may
be exercised at the option of the holder thereof, without the
payment of the Purchase Price in cash. In any such case, the
number of securities which such person would otherwise be enti-
tled to receive upon the exercise of such Rights will be reduced
by the amount of the Purchase Price.
At any time after the Distribution Date and prior to
the acquisition by any person or group of affiliated or associat-
ed persons of 50% or more of the outstanding Common Stock, the
Board of Directors may exchange the Rights (other than any which
have become void) in whole or in part, at an exchange ratio of
one share of Common Stock per Right (subject to adjustment).
At any time prior to that date which is 10 days follow-
ing the Stock Acquisition Date, the Board may redeem the out-
standing Rights at a price of $.01 per Right, and may amend the
Rights Agreement in any and all respects and particulars at any
time. If during said ten day period the Acquiring Person reduces
his beneficial ownership to less than 15%, the Rights will again
be redeemable. Subsequent to ten-days following the Stock Acqui-
sition Date, the Rights are not redeemable and the Board may
amend the Rights Agreement only to eliminate ambiguities or to
provide additional benefits to the holders of the Rights (other
than any Acquiring Person).
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 dividend on the
Preferred Stock payable in Preferred Stock, or a subdivision,
combination or reclassification of, the Preferred Stock, (ii)
upon the grant to holders of the Preferred Stock of certain
rights, options or warrants to subscribe for or purchase shares
of Preferred Stock at a price, or securities convertible into
Preferred Stock with a conversion price, 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
paid out of earnings or retained earnings or dividends payable in
Preferred Stock) or of convertible securities, subscription
rights or warrants (other than those referred to above).
With certain exceptions, no adjustment in the Purchase
Price will be required until cumulative adjustments require an
adjustment of at least 1% in such Purchase Price. No fractional
shares of Preferred Stock, other than in integrals of one one-hu-
ndredth of a share of Preferred Stock, will be issued and in lieu
thereof, an adjustment in cash will be made based on the market
price of the shares of Preferred Stock on the last trading day
prior to the date of exercise.
Until a Right is exercised, the holder thereof, as
such, will have no rights as a stockholder of the Corporation,
including, without limitation, the right to vote or to receive
dividends.
One Right will be distributed to stockholders of the
Corporation for each share of Common Stock owned of record by
them on the Record Date. Until the Distribution Date, the Corpo-
ration will issue one Right with each share of Common Stock that
shall become outstanding so that all shares of Common Stock will
have attached Rights. The Corporation has initially reserved
310,713 shares of Preferred Stock for issuance upon exercise of
the Rights. As of August 18, 1994, there were 25,717,859 shares
of Common Stock issued and outstanding, and 2,331,352 shares re-
served for issuance under the Corporation's stock option plans.
The Rights have certain anti-takeover effects. The
Rights may cause substantial dilution to a person or group that
attempts to acquire the Corporation on terms not approved by the
Board of Directors of the Corporation, except pursuant to an
offer conditioned on a substantial number of Rights being ac-
quired. The Rights should not interfere with any merger or other
business combination approved by the Board of Directors prior to
the time that holders of the Rights become entitled to exercise
their Rights for Common Stock (or common stock of the surviving
entity in a merger with the Corporation), since until that time
the Rights may be redeemed by the Board of Directors of the
Corporation at $.01 per Right.
The present distribution of the Rights is not taxable
to the Corporation or its stockholders. Holders may, depending
upon the circumstances, recognize taxable income in the event
that the Rights become exercisable. The Rights are not dilutive
and will not affect reported earnings per Share.
In addition, certain provisions of the Corporation's
Certificate of Incorporation, as amended (the "Certificate of
Incorporation") may have certain anti-takeover effects. The
Certificate of Incorporation provides, among other things, for
(i) a classified Board divided into three classes, (ii) a prohi-
bition against the stockholders removing a director for cause and
(iii) a requirement that holders of 35% of the outstanding Common
Stock vote to call a special meeting of the stockholders.
The foregoing description of the Rights does not pur-
port to be complete and is qualified in its entirety by reference
to (i) the form of Rights Agreement between the Corporation and
U.S. Stock Transfer Corporation, as Rights Agent, specifying the
terms of the Rights, which includes the Certificate of Designa-
tion of Rights, Preferences and Privileges of the Preferred
Stock, the form of the Right Certificate and the Summary of
Rights to Purchase Preferred Stock as exhibits thereto, incor-
porated herein by reference to the Form 8-A as originally filed,
(ii) the First Amendment, incorporated herein by reference to the
Amendment No. 1 to the Form 8-A, and the Second Amendment,
attached hereto as an exhibit and incorporated herein by refer-
ence.
Item 2. Exhibits
The response to Item 2 is hereby amended to read in its
entirety as follows:
1. Form of Right Certificate (Exhibit B to the Rights
Agreement filed as Exhibit 3).
2. Certificate of Designation of Rights, Preferences and
Privileges of Preferred Stock (Exhibit A to the Rights
Agreement filed as Exhibit 3).
3. Form of Rights Agreement, dated as of July 23, 1990,
between the Corporation and U.S. Stock Transfer Corpo-
ration as Rights Agent (filed as Exhibit 3 to the Form
8-A as originally filed).
4. Summary of Share Purchase Rights (Exhibit C to the
Rights Agreement filed as Exhibit 3).
5. Amendment No. 1 to Rights Agreement, dated as of
March 18, 1993, between the Corporation and U.S. Stock
Transfer Corporation as Rights Agent (filed as Exhibit
10.1 to Amendment No. 1 to Form 10-Q for the quarterly
period ended April 30, 1993).
6. Amendment No. 2 to Rights Agreement, dated as of August
22, 1994, between the Corporation and U.S. Stock Trans-
fer Corporation, as Rights Agent.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amend-
ment No. 2 to be signed on its behalf by the undersigned, hereun-
to duly authorized.
NEUTROGENA CORPORATION
Dated: August 26, 1994
By: /s/ Donald R. Schort
Its: Senior Vice President
and Chief Financial
Officer
EXHIBIT INDEX
Exhibit Page Number
5. Amendment No. 2 to Rights Agreement,
dated as of August 22, 1994, between the
Corporation and U.S. Stock Transfer Cor-
poration, as Rights Agent.
