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
MEDCO RESEARCH, INC.
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(Exact name of registrant as specified in its charter)
Delaware 95-3318451
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
7001 Weston Parkway, Cary, North Carolina 27513
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(Address of principal executive offices) (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 so registered to be registered
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Common Stock Purchase Rights with New York Stock Exchange
respect to Common Stock, par value
$.001
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
Common Stock Purchase Rights with respect to Common Stock, $.001 Par
Value
On April 2, 1998, the Board of Directors of Medco Research,
Inc. (the "Company" or the "Registrant") declared a dividend distribution of one
Common Stock Purchase Right (a "Right") for each outstanding share of Common
Stock, par value $.001, of the Company (the "Common Stock"). The distribution
was made as of April 15, 1998 to stockholders of record as of the close of
business on April 14, 1998 (the "Record Date"). Each Right entitled the
registered holder to purchase from the Company one-half of one share of Common
Stock at a price of $92.00 per whole share, subject to adjustment (the "Purchase
Price"). The description and terms of the Rights are set forth in a Rights
Agreement dated as of April 14, 1998 (the "Rights Agreement") between the
Company and American Stock Transfer & Trust Company, as Rights Agent (the
"Rights Agent").
Until the close of business on the Distribution Date, which
will occur on the earlier of (i) the tenth Business Day (or such later date as
the Company's Board of Directors shall determine) after a person or group of
affiliated or associated persons (an "Acquiring Person") has acquired, or
obtained the right to acquire, beneficial ownership of 20% or more of the
Company's outstanding Common Stock (the "Stock Acquisition Date"), or (ii) the
tenth Business Day (or such later date as the Board of Directors shall
determine) after the commencement of a tender offer or exchange offer which
would result in the offeror's ownership of 20% or more of the outstanding Common
Stock, the Rights will be represented by and transferred with, and only with,
the Common Stock. Until the Distribution 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
Common Stock certificates will also constitute the transfer of the Rights
associated with the Common Stock represented by such certificates. As soon as
practicable following the Distribution Date, separate Rights Certificates will
be mailed to holders of record of the Common Stock as of the close of business
on the Distribution Date, and thereafter separate Right Certificates alone will
evidence the Rights.
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The Rights are not exercisable until an event occurs which
gives rise to a Distribution Date. The Rights will expire at the close of
business on April 15, 2008, unless earlier redeemed or terminated by the Company
as described below. All Common Stock certificates issued prior to the
Distribution Date will be issued with Rights.
The Purchase Price payable, and the number of Common Shares 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 current market price of the Common Stock at the time of grant or (iii) upon
the distribution to holders of the Common Stock of evidences of indebtedness,
cash (excluding periodic regular cash dividends payable at a rate not in excess
of 125% of the rate of the last cash dividend theretofore paid), assets, stock
(other than dividends payable in Common Stock) or of subscription rights or
warrants (other than those referred to above).
In the event that, after the Stock Acquisition Date, the
Company were to be acquired in a merger or other business combination or more
than 50% of the assets or earning power of the Company and its subsidiaries
taken as a whole were to be sold or transferred in one or more series of
transactions, then each holder of record of a Right (other than Rights that are
or were beneficially owned by the Acquiring Person after the date upon which the
Acquiring Person became such, which Rights will thereafter be void) will, from
and after such date, have the right to receive, upon payment of the Purchase
Price, that number of shares of the common stock of the surviving, resulting or
acquiring company having a market value at the time of such transaction equal to
two times the Purchase Price.
In the event that any person or group of affiliated or
associated persons becomes the beneficial owner of 20% or more of the then
outstanding Common Stock, or after the Stock Acquisition Date any person merges
with or into the Company and any shares of the Company's Common Stock are
changed into or exchanged for other securities or assets, then each holder of a
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Right (other than Rights beneficially owned by the Acquiring Person after the
date upon which the Acquiring Person became such, which Rights will thereafter
be void) will thereafter have the right to receive, upon payment of the Purchase
Price, that number of shares of Common Stock having a market value equal to two
times the Purchase Price.
At any time after the later of the Distribution Date and the
first occurrence of a triggering event, the Company may, at its option, exchange
all or part of the then outstanding and exercisable Rights (other than Rights
owned by an Acquiring Person) for Common Stock at an exchange ratio of one share
of Common Stock per Right.
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To the extent that insufficient shares of Common Stock are
available for the exercise in full of the Rights, holders of Rights will
receive, upon exercise, shares of Common Stock to the extent available and then
cash, property or other securities of the Company (which may be accompanied by a
reduction in the Purchase Price), in proportions determined by the Company so
that the aggregate value received is equal to twice the Purchase Price.
No fractional shares of Common Stock (other than fractions
which may, at the election of the Company, be evidenced by depositary receipts)
will be issued upon the exercise of Rights. In lieu of fractional shares the
Company may pay to the holders of Rights a payment in cash equal to the same
fraction of the closing price of the Common Stock on the trading day immediately
prior to the date of exercise.
The Company may redeem the Rights in whole, but not in part,
at a price of $.01 per Right (the "Redemption Price") at any time prior to the
later of (i) the Distribution Date and (ii) the Stock Acquisition Date, provided
that the right of redemption shall cease upon the occurrence of any triggering
event. 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.
Except for an amendment which would change the Redemption
Price, the Purchase Price or the number of shares of Common Stock for which a
Right is exercisable, (a) prior to the Distribution Date the Company may amend
the Rights Agreement in any manner and (b) from and after the Distribution Date
the Company may amend the Right Agreement in any manner that does not adversely
affect the interest of the holders of Rights other than an Acquiring Person;
provided, however, that between April 15, 2001 and September 30, 2001 the Board
of Directors shall review the other provisions of the Rights Agreement,
including without limitation the Final Expiration Date, to determine what
amendments, if any, are necessary or appropriate to better effectuate its
purposes.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without limitation,
the right to vote or to receive dividends.
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<PAGE>
The foregoing description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights Agreement,
which is an exhibit to this Registration Statement and is incorporated in this
summary description by reference.
Item 2. Exhibits.
Description
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1. Rights Agreement, dated as of April 14,
1998, between Medco Research, Inc. and
American Stock Transfer & Trust Company, as
Rights Agent, as filed as an Exhibit to the
Form 8-A filed by Registrant on April 15,
1998, as amended in the Form 8-A/Amendment
No. 1 filed on April 27, 1998, is
incorporated herein by reference.
2. All exhibits required by Instruction II to
Item 2 will be supplied to the New York
Stock Exchange.
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.
MEDCO RESEARCH, INC.
Date: November 23, 1998 /s/ Glenn Andrews
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Name: Glenn Andrews
Title: Chief Financial Officer
Vice President-Finance
& Administration
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