UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
AMENDMENT NO. 1
AMENDMENT TO APPLICATION OR REPORT
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12 (b) or (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MEDCO RESEARCH, INC.
(Exact name of registrant as specified in its charter)
This Amendment contains a new Exhibit B, "Summary of Rights to Purchase
Common Shares," to Registrant's Stockholders Rights Plan, which as filed as
Exhibit 4.1 to Registrant's Form 8-A Registration Statement registering the
Rights under the Securities Exchange Act of 1934, as amended. The Exhibit was
revised to describe additional provisions of the Plan.
MEDCO RESEARCH, INC.
(Registrant)
By: /s/ Glenn C. Andrews
---------------------------------------
Glenn C. Andrews, Vice President,
Finance and Administration and
Chief Financial Officer
EXHIBIT B TO EXHIBIT 4.1
MEDCO RESEARCH, INC.
STOCKHOLDERS RIGHTS PLAN
SUMMARY OF RIGHTS TO PURCHASE
COMMON SHARES
On April 2, 1998, the Directors of Medco Research, Inc. (the "Company")
declared a dividend distribution of one right (a "Right") for each outstanding
Common Share, without par value (the "Common Shares"), of the Company. The
distribution is payable on April 15, 1998 to the shareholders of record as of
the close of business on April 14, 1998 (the "Record Date"). Each Right
initially entitles the registered holder to purchase from the Company one-half
of one Common Share 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 earlier of (i) ten Business Days following a public
announcement that 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 outstanding Common Shares, or (ii) ten Business
Days following the commencement of a tender offer or exchange offer for 20% or
more of such outstanding Common Shares (in each case without the prior approval
of the Board of Directors) (the earlier of such dates being hereinafter called
the "Distribution Date"), the Rights will be evidenced, with respect to any of
the Common Share certificates outstanding as of the Record Date, by such Common
Share certificate with a copy of this Summary of Rights attached thereto. The
Rights Agreement provides that, until the Distribution Date, the Rights will be
transferred with and only with the Common Shares. Until the Distribution Date
(or earlier redemption or expiration of the Rights), new Common Share
certificates issued after the Record Date upon transfer or new issuance of
Common Shares will contain a notation incorporating the Rights Agreement by
reference. Until the Distribution Date (or earlier redemption or expiration of
the Rights), the surrender for transfer of any certificates for Common Shares
outstanding as of the Record Date, even without a copy of this Summary of Rights
attached thereto, will also constitute the transfer of the Rights associated
with the Common Shares represented by such certificate. As soon as practicable
following the Distribution Date (as defined above), separate certificates
evidencing the Rights (the "Right Certificates") will be mailed to holders of
record of the Common Shares as of the close of business on the Distribution Date
and such separate Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on April 15, 2008, unless earlier redeemed by the Company as
described below.
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
Shares, (ii) upon the grant to holders of the Common Shares of certain rights,
options or warrants to subscribe for Common Shares or convertible securities at
less than the current market price of the Common Shares, or (iii) upon the
distribution to holders of the Common Shares of evidences of indebtedness, cash
(excluding regular periodic cash dividends 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 Shares) or of subscription rights, options or
warrants (other than those referred to above).
In the event that an Acquiring Person merges into the Company and the
Company's Common Shares are not changed or exchanged or a person or group of
affiliated or associated persons become the beneficial owner of 20% or more of
the Company's Common Shares, proper provision shall be made so that each holder
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 thereafter have the right to
receive upon exercise thereof at the then current Purchase Price that number of
Common Shares having a market value of two times the Purchase Price (or, under
certain circumstances, an amount of cash or other property or securities having
a value equal to the Purchase Price). In the event that the Company is acquired
by an Acquiring Person in a merger or other business combination transaction or
50% or more of its assets or earning power are sold to an Acquiring Person
(other than in a transaction approved by the Company's shareholders), proper
provision shall be made so that each holder 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), shall
thereafter have the right to receive, upon the exercise thereof at the then
current Purchase Price, that number of Common Shares (or, under certain
circumstances, an economically equivalent security or securities) of the
surviving, resulting or acquiring person which at the time of such transaction
would have a market value of two times the Purchase Price (or, under certain
circumstances, an amount of cash equal to the Purchase Price). The Board of
Directors of the Company may, at its option, at any time after the later of the
Distribution Date and the first occurrence of a Triggering Event, exchange all
or part of the then-outstanding and exercisable Rights (other than Rights owned
by an Acquiring Person) for Common Shares at an exchange ratio of one Common
Share per Right.
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 will be issued (other than fractions
which may, at the election of the Company, be evidenced by depositary receipts),
and in lieu thereof a payment in cash will be made based on the market price of
the Common Shares on the last trading day prior to the date of exercise.
The Company may redeem the Rights in whole, but not in part, at a price
of $0.01 per Right (the "Redemption Price") at any time prior to the later of
(i) the Distribution Date and (ii) a public announcement that a person or group
of affiliated or associated persons has acquired beneficial ownership of 20% or
more of the outstanding Common Shares (or such later date as the Directors may
specify) and, under certain circumstances, upon a merger or consolidation of the
Company with or into a corporation which is not an Acquiring Person. At the
election of the Company, the Redemption Price may be payable in cash, Common
Shares, or such other consideration as the Company deems appropriate.
Immediately upon the action of the Directors of the Company authorizing
redemption of the Rights, the right to exercise the Rights will terminate and
the only right of the holders of Rights will be to receive the Redemption Price.
The Company will give notice of such redemption to the holders of the then
outstanding Rights by mailing such notice to all such holders at their last
addresses as they appear on the Registry Books of the Rights Agent.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.
Prior to the Rights becoming exercisable, without the approval of any
holders of Rights, the Rights Agreement may be amended or supplemented by the
Company and the Rights Agent in any manner except for an amendment or supplement
which would change the Redemption Price, reduce the Purchase Price or change the
number of Common Shares for which a Right is then exercisable, 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 effectuate better the purposes of such
Agreement. After the Distribution Date, the Rights Agreement may be so amended
or supplemented to cure ambiguity, correct or supplement defective or
inconsistent provisions or otherwise as the Company and the Rights Agent may
deem necessary or desirable and shall not adversely affect the interests of the
Rights holders.
A copy of the Rights Agreement is being filed with the Securities and Exchange
Commission as an Exhibit to a Registration Statement on Form 8-A. A copy of the
Rights Agreement is available free of charge from the Company. This summary
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.
