SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
(Amendment No. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BIO-TECHNOLOGY GENERAL CORP.
(Exact name of registrant as specified in its charter)
Delaware 13-3033811
(State of incorporation (IRS employer
or organization) identification no.)
70 Wood Avenue South, Iselin, NJ 08830
(Address of principal executive offices) (Zip Code)
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:
$5.49 Warrants To Purchase 6,206,250 Shares of
Common Stock, par value $.01 per share, at a
purchase price of $5.49 per share
(Title of class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. Description of Registrant's Securities to be Registered.
The following summary of certain provisions of the warrants to purchase
shares of the common stock, $.01 par value per share (the "Common Stock"), of
Bio-Technology General Corp. (the "Company") at a purchase price of $5.49 per
share (the "$5.49 Warrants") does not purport to be complete and is subject to,
and is qualified in its entirety by reference to, all provisions contained in
the $5.49 Warrants.
The Company has 6,206,250 outstanding $5.49 Warrants as of the date hereof.
Each of the $5.49 Warrants entitles the registered holder thereof to purchase
one share of Common Stock, at a purchase price of $5.49 per share, subject to
adjustment under certain circumstances, at any time up to and including 5:00
p.m. New York time on December 31, 1998.
The exercise price of the $5.49 Warrants and the number and kind of shares
of Common Stock to be obtained upon exercise of the $5.49 Warrants is subject to
adjustment in certain circumstances. In case the Company shall at any time
subdivide its outstanding shares of Common Stock into a greater number of shares
of Common Stock, the exercise price of the $5.49 Warrants in effect immediately
prior to such subdivision shall be proportionately reduced, and conversely, in
case the outstanding shares of Common Stock of the Company shall be combined
into a smaller number of shares of Common Stock, the exercise price of the $5.49
Warrants in effect immediately prior to such combination shall be
proportionately increased. In case the Company shall at any time declare a
dividend upon its Common Stock payable solely in shares of Common Stock, the
exercise price of the $5.49 Warrants in effect immediately prior to such
dividend shall be proportionately reduced.
The $5.49 Warrants provide that if the Company enters into a Sale
Transaction (as hereinafter defined) at a price per share of the Company's
Common Stock less than $6.59 (adjusted for any stock splits, stock dividends or
similar actions), the exercise price of the $5.49 Warrants will be automatically
reduced to a price per share of the Company's Common Stock equal to the
difference between the Sale Price (as hereinafter defined) and $1.10 (adjusted
for any stock splits, stock dividends or similar actions). For purposes hereof,
the term "Sale Transaction" shall mean (i) the execution by the Company of a
definitive merger agreement pursuant to which the outstanding shares of the
Company's Common Stock will be converted into the right to receive cash, (ii)
the execution by the Company of a definitive asset purchase agreement pursuant
to which the Company proposes to sell substantially all its assets for cash,
securities or a combination thereof and thereafter to distribute such
consideration to the Company's stockholders, or (iii) a third party commences a
cash tender offer for all of the Company's outstanding Common Stock. For
purposes hereof, the term Sale Price shall mean (i) in the case of a merger, the
cash offered per share of the Company's Common Stock, (ii) in the case of an
asset sale, the fair market value of the consideration to be distributed to the
Company's stockholders and (iii) in the case of a cash tender offer, the amount
of cash offered.
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The $5.49 Warrants do not confer upon the holder any voting or preemptive
rights or any other rights of stockholders of the Company.
The $5.49 Warrants may be exercised upon surrender of the warrant
certificates on or prior to their expiration date at the offices of American
Stock Transfer & Trust Company (the "Warrant Agent") with the "Form of
Subscription" attached to the warrant certificate completed and executed as
indicated, accompanied by payment of the full exercise price (by certified check
payable to the order of the Warrant Agent) for the number of $5.49 Warrants
being exercised.
ITEM 2. Exhibits.
1. Form of the $5.49 Warrants, as amended.
2. Registration Rights Agreement, dated as of December 31, 1993, made by
Bio-Technology General Corp. in favor of the holders of $5.49 Warrants
(previously filed as Exhibit 10.7 to the Company's report on Form 8-K
dated December 31, 1993, which is incorporated herein by reference).*
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* Previously filed
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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.
BIO-TECHNOLOGY GENERAL CORP.
By: /s/ SIM FASS
-----------------------------
Sim Fass
President and Chief Executive
Officer
Dated: June 8, 1995
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Exhibit 1
WARRANTS TO PURCHASE SHARES OF COMMON
STOCK OF BIO-TECHNOLOGY GENERAL CORP.
Warrant Certificate No. W93-
This certifies that ________________ (the "Holder"), for value received, is
entitled, subject to the terms set forth below, to purchase from Bio-Technology
General Corp. (the "Company"), that number of fully paid and nonassessable
shares of the Company's common stock, $.01 par value (the "Common Stock") set
forth above, subject to adjustment as set forth below, at a price per share of
$5.49 (the "Warrant Exercise Price") at any time or from time to time up to 5:00
P.M. New York time on December 31, 1998 (the "Warrant Expiration Date"), upon
surrender to American Stock Transfer & Trust Company, 40 Wall Street, New York,
New York 10005 (the "Warrant Agent") (or to such other entity or at such other
location as the Company may advise Holder in writing) of this Warrant
Certificate properly endorsed with the Form of Subscription duly filled in,
signed and guaranteed and upon payment in cash, certified check or official bank
check, payable to the order of Bio-Technology General Corp., in the amount of
the Warrant Exercise Price multiplied by the number of shares of Common Stock to
be acquired pursuant to such exercise. The Warrant Exercise Price and the number
of shares of Common Stock purchasable hereunder are subject to adjustment as
provided in Section 3 of this Warrant Certificate. This Warrant Certificate and
all rights hereunder, to the extent not exercised in the manner set forth
herein, shall terminate and become null and void at 5:00 P.M. New York time on
the Warrant Expiration Date.
This Warrant Certificate is subject to the following terms and conditions:
1. Exercise; Issuance of Certificates; Payment for Shares. The Warrants
represented hereby are exercisable at the option of the Holder at any time or
from time to time until 5:00 P.M. New York time on the Warrant Expiration Date,
for all or a portion of the shares of Common Stock which may be purchased
hereunder. The Company agrees that the shares of Common Stock purchased on the
exercise of each Warrant shall be and are deemed to be issued to the Holder as
the record owner of such shares of Common Stock as of the close of business on
the date on which this Warrant Certificate shall have been
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surrendered and payment made for such shares of Common Stock, subject to
compliance with all provisions of the Securities Act of 1933, as amended (the
"Securities Act"), the Securities Exchange Act of 1934, as amended, and state
securities and Blue Sky laws. Subject to the provisions of Section 2,
certificates for the shares of Common Stock so purchased, together with any
other securities or property to which the Holder is entitled upon such exercise,
shall be delivered to the Holder by the Warrant Agent at the Company's expense
within a reasonable time after the rights represented by this Warrant
Certificate have been exercised. Each Common Stock certificate so delivered
shall be in such denominations of Common Stock as may be requested by the Holder
and shall be registered in the name of the Holder or such other name as shall be
designated by the Holder, subject to the provisions of Section 4 hereof. If,
upon exercise of the Warrants represented hereby, fewer than all of the shares
of Common Stock evidenced by this Warrant Certificate are purchased prior to the
Warrant Expiration Date, one or more new warrants substantially in the form of,
and on the terms in, this Warrant Certificate will be issued for the remaining
number of shares of Common Stock not purchased upon exercise of the Warrants
represented hereby.
2. Shares to be Fully Paid; Reservation of Shares. The Company covenants
and agrees that all shares of Common Stock which may be issued upon the exercise
of the rights represented by this Warrant Certificate will, upon issuance, be
duly authorized, validly issued, fully paid and nonassessable and free from all
preemptive rights of any stockholder and free of all taxes, liens and charges
with respect to the issue thereof, subject to the provisions of Section 4
hereof. The Company further covenants and agrees that during the period within
which the rights represented by this Warrant Certificate may be exercised, the
Company will at all times have authorized and reserved, for the purpose of issue
or transfer upon exercise of the subscription rights evidenced by this Warrant
Certificate, a sufficient number of shares of authorized but unissued Common
Stock, when and as required to provide for the exercise of the rights
represented by this Warrant Certificate; provided, however, that nothing herein
shall prohibit in any way the Company from entering into any Transaction (as
described in Section 3.5). As a condition to the consummation of any such
Transaction, the Company shall ensure that any successor corporation will
reserve a sufficient number of authorized but unissued securities as provided
for in this Section 2. The Company will take all such reasonable action as may
be necessary to assure that such shares of Common Stock may be issued as
provided herein without violation of any applicable law or regulation, or of any
requirements of any domestic securities exchange or automated quotation system
upon which the shares of Common Stock may be listed.
3. Adjustment of Warrant Exercise Price; Number of Shares. The Warrant
Exercise Price and the number of shares of Common Stock purchasable upon the
exercise of this Warrant Certificate shall be subject to adjustment from time to
time upon the occurrence of certain events described in Sections 3.1 and 3.2.
Upon each adjustment of the Warrant Exercise Price pursuant to Section 3.1, the
holder of this Warrant Certificate shall thereafter be entitled to purchase, at
the Warrant Exercise Price resulting from such adjustment, the number of shares
of Common Stock obtained by multiplying the Warrant Exercise Price in effect
immediately prior to such adjustment by the number of shares of Common Stock
purchasable pursuant hereto immediately prior to such adjustment, and dividing
the product thereof by the Warrant Exercise Price.
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3.1 Subdivision or Combination of Common Stock and Common Stock Dividend.
In case the Company shall at any time subdivide its outstanding shares of Common
Stock into a greater number of shares of Common Stock, the Warrant Exercise
Price in effect immediately prior to such subdivision shall be proportionately
reduced, and conversely, in case the outstanding shares of Common Stock of the
Company shall be combined into a smaller number of shares of Common Stock, the
Warrant Exercise Price in effect immediately prior to such combination shall be
proportionately increased. In case the Company shall at any time declare a
dividend upon its Common Stock payable solely in shares of Common Stock, the
Warrant Exercise Price in effect immediately prior to such dividend shall be
proportionately reduced.
3.2 Sale Transaction. In the case the Company shall at any time enter into
a Sale Transaction (as hereinafter defined) at a price per share of the
Company's Common Stock less than $6.59 (adjusted for any stock splits, stock
dividends or similar actions pursuant to Section 3.1 hereto), the Warrant
Exercise Price in effect immediately prior to such Sale Transaction will be
automatically reduced to a price per share of the Common Stock of the Company
equal to the difference between the Sale Price (as hereinafter defined) and
$1.10 (adjusted for any stock splits, stock dividends or similar actions
pursuant to Section 3.1 hereto). For purposes hereof, the term "Sale
Transaction" shall mean (i) the execution by the Company of a definitive merger
agreement pursuant to which the outstanding shares of the Common Stock of the
Company will be converted into the right to receive cash, (ii) the execution by
the Company of a definitive asset purchase agreement pursuant to which the
Company proposes to sell substantially all its assets for cash, securities or a
combination thereof and thereafter to distribute such consideration to the
Company's stockholders, or (iii) a third party commences a cash tender offer for
all of the Company's outstanding Common Stock. For purposes hereof, the term
Sale Price shall mean (i) in the case of a merger, the cash offered per share of
the Company's Common Stock, (ii) in the case of an asset sale, the fair market
value of the consideration to be distributed to the Company's stockholders and
(iii) in the case of a cash tender offer, the amount of cash offered.
3.3 Notice of Adjustment. Upon any adjustment of the Warrant Exercise
Price, any increase or decrease in the number of shares of Common Stock
purchasable upon the exercise of this Warrant Certificate or following
consummation of a Transaction (as hereinafter defined), the Company shall give
written notice thereof to Holder. The notice shall be signed by the Company's
chief executive or chief financial officer and shall state the Warrant Exercise
Price resulting from such adjustment, the increase or decrease, if any, in the
number of shares of Common Stock purchasable at such price upon the exercise of
this Warrant Certificate, and any change pursuant to Section 3.5, setting forth
in reasonable detail the method of calculation and the facts upon which such
calculation is based.
3.4 Other Notices. If at any time:
(a) the Company shall declare any cash dividend upon its Common Stock;
(b) the Company shall declare any dividend upon its Common Stock payable in
Common Stock (other than a dividend payable solely in shares of Common Stock) or
make any special dividend or other distribution to the holders of its Common
Stock;
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(c) there shall be any consolidation or merger of the Company with another
corporation, or a sale of all or substantially all of the Company's assets to
another corporation; or
(d) there shall be a voluntary or involuntary dissolution, liquidation or
winding-up of the Company;
then, in any one or more of said cases, the Company shall give the Holder,
pursuant to the provisions of Section 8 hereof, (i) at least twelve (12)
calendar days' prior written notice of the date on which the books of the
Company shall close or a record date shall have occurred for such dividend or
distribution or for determining rights to vote in respect of any such
consolidation, merger, sale, dissolution, liquidation or winding-up, and (ii) in
the case of any such consolidation, merger, sale, dissolution, liquidation or
winding-up, at least twelve (12) calendar days' written notice of the date when
the same shall take place. Any notice given in accordance with clause (i) above
shall also specify, in the case of any such dividend or distribution, the date
on which the Holders of Common Stock shall be entitled thereto. Any notice given
in accordance with clause (ii) above shall also specify the date on which the
Holders of Common Stock shall be entitled to exchange their Common Stock for
securities or other property deliverable upon such consolidation, merger, sale,
dissolution, liquidation or winding-up, as the case may be. Notwithstanding
anything contained herein to the contrary, if the Holder does not exercise this
Warrant Certificate prior to a record date or the occurrence of an event
described above, as applicable, except as provided in Sections 3.1, 3.2 and 3.5,
the Holder shall not be entitled to receive the benefits accruing to existing
holders of the Common Stock in such event.
3.5 Changes in Common Stock. In case at any time after the date hereof, the
Company shall be a party to any transaction (including, without limitation, a
merger, consolidation, sale of all or substantially all of the Company's assets
or recapitalization of the Common Stock) in which the previously outstanding
Common Stock shall be changed into or exchanged for different securities of the
Company or common stock or other securities of another corporation or interests
in a non-corporate entity or other property (including cash) or any combination
of any of the foregoing (each such transaction being herein called a
"Transaction" and the date of consummation of a Transaction being herein called
a "Consummation Date"), then, as a condition of the consummation of such
Transaction, lawful and adequate provision shall be made so that the Holder,
upon the exercise hereof at any time after the Consummation Date of such
Transaction, shall be entitled to receive, and this Warrant Certificate shall
thereafter represent the right to receive, in lieu of the Common Stock issuable
upon such exercise prior to such Consummation Date, the largest amount of
securities or other property to which the Holder would actually have been
entitled as a stockholder upon the consummation of such Transaction if the
Holder had exercised the rights represented by this Warrant Certificate
immediately prior thereto (subject to adjustments from and after the
Consummation Date as nearly equivalent as possible to the adjustments provided
for in this Section 3). The provisions of this Section 3.5 shall similarly apply
to successive Transactions.
4. Issue Tax. The issuance of certificates for shares of Common Stock upon
the exercise of this Warrant Certificate shall be made without charge to the
Holder for any issue
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tax in respect thereof; provided, however, that the Company shall not be
required to pay any tax which may be payable in respect of any transfer involved
in the issuance and delivery of any certificate in a name other than that of the
Holder.
5. No Voting or Dividend Rights; Limitation of Liability. Nothing contained
in this Warrant Certificate shall be construed as conferring upon the Holder
hereof the right to vote or to consent or to receive notice as a stockholder in
respect of meetings of stockholders for the election of directors of the Company
or any other matters or any rights whatsoever as a stockholder of the Company.
No cash dividends shall be payable or accrued in respect of this Warrant
Certificate or the shares of Common Stock purchasable hereunder until, and only
to the extent that, this Warrant Certificate shall have been exercised. No
provisions hereof, in the absence of affirmative action by the Holder to
purchase shares of Common Stock, and no mere enumeration herein of the rights or
privileges of the Holder hereof, shall give rise to any liability of the Holder
for the Warrant Exercise Price or as a stockholder of the Company whether such
liability is asserted by the Company or by its creditors.
6. Ownership. The Company, the Warrant Agent and any agent of the Company
may treat the person in whose name this Warrant Certificate is registered on the
register kept at the offices of the Warrant Agent as the owner and holder
thereof for all purposes, except that, if and when this Warrant Certificate is
properly assigned in blank, the Company, the Warrant Agent and any agent of the
Company may (but shall not be obligated to) treat the bearer thereof as the
owner of this Warrant Certificate. This Warrant Certificate, if properly
assigned, may be exercised by a new holder without first having a new Warrant
Certificate issued.
7. Modification and Waiver. This Warrant Certificate and any provision
hereof may be changed, waived, discharged or terminated only by an instrument in
writing signed by the party against which enforcement of the same is sought.
8. Notices. Any notice, request or other document required or permitted to
be given or delivered to the Holder or the Company shall be personally delivered
or shall be sent by certified or registered mail, postage prepaid, if to the
Holder at its address as shown on the books of the Company or the Warrant Agent,
or if to the Company at its principal office at 70 Wood Avenue South, Iselin,
New Jersey 08830 Attention: President, or at the address of the Warrant Agent
indicated therefor in the first paragraph of this Warrant Certificate and any
notice, request or other document shall be deemed to have been given upon
receipt if personally delivered, or on the fifth day after being mailed if
mailed. The Company shall notify the Holder in writing of any change of address
of the Company or the Warrant Agent within a reasonable time following such
change of address. In the event the Company shall replace the Warrant Agent with
an entity other than the Warrant Agent indicated in the first paragraph of this
Warrant Certificate (the "New Warrant Agent"), the Company shall notify the
Holder in writing within a reasonable time following such event of the
replacement of the Warrant Agent with a New Warrant Agent. Upon such
notification, the Holder hereof shall treat the New Warrant Agent as the Warrant
Agent referred to in this Warrant Certificate and all references to the Warrant
Agent included herein shall be deemed to apply to the New Warrant Agent.
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9. Descriptive Headings and Governing Law. The descriptive headings of the
several sections and paragraphs of this Warrant Certificate are inserted for
convenience only and do not constitute a part of this Warrant Certificate.
Except to the extent that the Delaware General Corporation Law applies to
matters related to internal governance of the Company and the rights of the
holders of its securities, this Warrant Certificate shall be construed and
enforced in accordance with, and the rights of the parties shall be governed by,
the laws of the State of New York.
10. Lost Warrant Certificates or Common Stock Certificates. The Company
agrees that upon receipt of evidence reasonably satisfactory to the Company of
the loss, theft, destruction, or mutilation of this Warrant Certificate or any
Common Stock certificate deliverable upon the exercise hereof and, in the case
of any such loss, theft or destruction, upon receipt of an indemnity and, if
requested, bond reasonably satisfactory to the Company, or in the case of any
such mutilation upon surrender and cancellation of this Warrant Certificate or
such Common Stock certificate, the Company at its expense will make and deliver
a new Warrant Certificate or Common Stock certificate, of like tenor, in lieu of
the lost, stolen, destroyed or mutilated Warrant Certificate or Common Stock
certificate.
11. Fractional Shares. No fractional shares of Common Stock shall be issued
upon exercise of this Warrant Certificate. The Company shall, in lieu of issuing
any fractional share of Common Stock, pay the Holder a sum in cash equal to such
fraction multiplied by the Stock Price (as defined below) on the trading day
preceding such exercise.
The term "Stock Price" for any trading day shall mean (A) the mean, on any
trading day, between the high and low sale price of a share of Common Stock or
if no such sale takes place on any such trading day, the mean of the highest
closing bid and lowest closing asked prices thereof on any such trading day, in
each case as officially reported on the Nasdaq National Market or any national
securities exchanges on which the Common Stock is then listed or admitted to
trading, or (B) if the Common Stock is not then quoted on the Nasdaq National
Market or listed or admitted to trading on any national securities exchange, the
mean between the highest and lowest bid prices reported by the market makers and
dealers for the Common Stock listed as such by the National Quotation Bureau,
Incorporated or any similar successor organization.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be
executed by its officer, thereunto duly authorized this 31st day of December,
1993.
BIO-TECHNOLOGY GENERAL CORP.
By: ______________________________
Name: Sim Fass
Title: President
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FORM OF SUBSCRIPTION
(To be signed only upon exercise of Warrant)
The undersigned hereby irrevocably elects to exercise the right of purchase
represented by this Warrant Certificate for, and to purchase thereunder,
______________ shares of Common Stock provided for herein, and requests that
certificates for such shares of Common Stock be issued in the name of:
________________________________________________________________________(Please
print name, address, and social security number or other tax identifying number)
____________________________________________________________________________
and, if said number of shares of Common Stock shall not be all the shares of
Common Stock purchasable hereunder, that a new Warrant Certificate for the
balance remaining of the shares of Common Stock purchasable under this Warrant
Certificate be registered in the name of the undersigned Holder or his or her
Assignee as below indicated and delivered to the address stated below.
DATED:_________________________, 19____
NAME OF HOLDER OR
ASSIGNEE:
______________________________________________________________________________
(Please print)
ADDRESS:_____________________________________________________________________
SIGNATURE:____________________________________________________________________
(Signature must conform in all respects to name of holder as specified on face
of Warrant)
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FORM OF ASSIGNMENT
(To be executed by the registered holder if such holder desires to transfer the
Warrant Certificate)
FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto
________________________________________________________________________________
this Warrant Certificate, together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint______________________________
to transfer this Warrant Certificate on the books of the within-named Company,
with full power of substitution.
DATED: _______________ _______________________________________________________
Signature of Registered Holder
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