UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: April 2, 1998
MEDCO RESEARCH, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-13948 95-3318451
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(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
incorporation) Number)
85 T.W. Alexander Drive, Research Triangle Park, NC. 27709
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(Address of principal executive offices) (Zip Code)
(919) 549-8117
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(Registrant's telephone number, including area code)
N/A
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
On April 2, 1998, the Board of Directors of Medco Research,
Inc. (the "Company") adopted a Shareholders Rights Plan. The Plan is intended to
promote continuity and stability, deter coercive or partial offers which will
not provide full and fair value to all shareholders, and enhance the Board of
Directors' ability to represent all shareholders and thereby maximize
shareholder value.
Pursuant to the Rights Agreement between the Company and
American Stock Transfer & Trust Company, as Rights Agent (the "Rights
Agreement"), one right ("Right") will be issued to shareholders of record on the
close of business on April 14, 1998 for each Common Share, without par value, of
the Company outstanding. Each of the new Rights initially will entitle the
registered holder to purchase from the Company one-half of one Common Share at a
price of $92.00 per whole share. The Rights generally will not become
exercisable unless and until any person either (a) acquires 20% or more of the
outstanding Common Shares, or (b) commences a tender offer for 20% or more of
the outstanding Common Shares, without the prior approval of the Board of
Directors. The Rights are generally redeemable at $0.01 per Right at any time
until ten Business Days following the earlier of (a) a public announcement that
a 20% or greater position in the Company's Common Shares has been acquired and
(b) the commencement of a tender offer for 20% or more of the outstanding Common
Shares. The Rights will expire on April 15, 2008, unless earlier redeemed or
terminated.
A description of the Rights is set forth in the Rights
Agreement, a copy of which is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
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4.1 Rights Agreement, dated as of April 14, 1998, between Medco
Research, Inc. and American Stock Transfer & Trust Company,
which includes as Exhibit A thereto the Form of Rights
Certificate (incorporated herein by reference to the
Registrant's Form 8-A dated April 15, 1998).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, hereunto duly authorized.
MEDCO RESEARCH, INC.
By: /s/ Glenn Andrews
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Glenn Andrews
Chief Financial Officer
Dated: April 15, 1998
