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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
OSI Pharmaceuticals, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 13-3159796
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(State of Incorporation or Organization) (IRS Employer Identification No.)
106 Charles Lindbergh Boulevard
Uniondale, NY 11553
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. | |
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. |X|
Securities Act registration statement file number to which this form
relates: Not Applicable.
Securities to be registered pursuant to Section 12(b) of the Act:
Title Of Each Class Name of Each Exchange On Which
To Be So Registered Each Class Is To Be Registered
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None N/A
Securities to be registered pursuant to Section 12(g) of the Act:
Series SRP Junior Participating Preferred Stock Purchase Rights
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On June 23, 1999, the Board of Directors of OSI Pharmaceuticals, Inc., a
Delaware corporation (the "Company"), declared a dividend distribution of one
right (a "Right") for each outstanding share of common stock of the Company (the
"Common Stock") payable to stockholders of record at the close of business on
July 23, 1999. Each Right entitles the registered holder to purchase from the
Company one one-thousandth of a share of a newly-created series of preferred
stock, par value $0.01 per share (the "Preferred Stock"), at a price of $50.00
(the "Purchase Price"), subject to adjustment. The description and terms of the
Rights are set forth in the form of Rights Agreement (the "Rights Agreement")
dated as of June 23, 1999 between the Company and The Bank of New York, as
Rights Agent (the "Rights Agent").
The Rights are not exercisable until the "Distribution Date," which is the
earlier of (i) the date which is 10 days (or such later date as the Board of
Directors may determine) after the commencement of, or first public announcement
of an intention to make, a tender or exchange offer by any person or entity
(each a "Person") the consummation of which would result in a Person or group
becoming an Acquiring Person (defined below) or (ii) the date of the first
public announcement that a Person or group of affiliated or associated Persons
has acquired, or obtained the right to acquire, otherwise than pursuant to a
Permitted Offer (described below), beneficial ownership of 17.5% or more of the
outstanding shares of Common Stock. A Person or group whose acquisition of
shares of Common Stock causes a Distribution Date to occur pursuant to the
foregoing clause (ii) is an "Acquiring Person."
Until the Distribution Date (i) the Rights will be evidenced by the Common
Stock certificates and will be transferred with and only with such Common Stock
certificates, (ii) new Common Stock certificates issued after July 23, 1999 will
contain a notation referring to the Rights associated with such shares of Common
Stock, incorporating the Rights Agreement by reference and (iii) the surrender
for transfer of any certificates for Common Stock outstanding will also
constitute the transfer of the Rights associated with the Common Stock
represented by such certificates. As soon as practicable after the Distribution
Date, Right Certificates will be mailed to holders of record of the Common Stock
as of the close of business on the Distribution Date and, thereafter, the
separate Right Certificates alone will represent the Rights.
The Rights will expire at the close of business on May 31, 2009, unless
earlier redeemed by the Company as described below.
In the event that any Person becomes an Acquiring Person (otherwise than
pursuant to a Permitted Offer), the Rights will be modified automatically so
that each holder of a Right will thereafter have, in lieu of the right to
purchase shares of Preferred Stock, the right (the "Flip-In Right") to receive
upon exercise of the Right the number of shares of Common Stock which,
immediately before such Acquiring Person became an Acquiring Person, had a
market value equal to twice the amount of the exercise price of the Right.
Notwithstanding the foregoing, after such Person shall have become an Acquiring
Person, all Rights that are, or under certain circumstances specified in the
Rights Agreement were, beneficially owned by any Acquiring Person or any
affiliate or associate thereof will be null and void. A "Permitted Offer" is a
tender
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or exchange offer which is for all outstanding shares of Common Stock at a price
and on terms which the Board of Directors determines to be adequate and in the
best interests of the Company, its stockholders and other relevant
constituencies, other than such Acquiring Person, its affiliates and associates.
In the event that, at any time after a Person or group has become an
Acquiring Person, (i) the Company is acquired in a merger or other business
combination in which the holders of all of the outstanding shares of Common
Stock immediately prior to the consummation of the transaction are not the
holders of all of the surviving corporation's voting power or (ii) more than 50%
of the Company's assets or earning power is sold or transferred, in either case
with or to an Acquiring Person or any affiliate or associate thereof or any
other Person in which such Acquiring Person, affiliate or associate has an
interest or any Person acting on behalf of or in concert with such Acquiring
Person (or, if in such transaction all holders of shares of Common Stock are not
treated alike, any other Person), then each holder of a Right (except Rights
which previously have become null and void as set forth above) shall thereafter
have the right (the "Flip-Over Right") to receive, upon exercise of the Right,
shares of common stock of the acquiring company having a value equal to twice
the amount of the exercise price of the Right. Each such holder of a Right will
continue to have a Flip-Over Right whether or not such holder exercises or
surrenders the Flip-In Right, and such holder will have a successive Flip-Over
Right on each occurrence of a transaction specified in the first sentence of
this paragraph.
At any time before a Person or group becomes an Acquiring Person, the
Company may redeem the Rights in whole, but not in part, at a price of $.001 per
Right (the "Redemption Price"). Immediately upon the action of the Board of
Directors ordering 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. Notice of redemption will be given by mail to each holder
of Rights at such holder's last address on the registry books for the Rights,
or, at the Company's option, by issuing a press release and mailing payment of
the redemption price to the registered holders of the Rights.
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 adjustments from time to time to prevent dilution in the event of certain
changes in the Preferred Stock or Common Stock or distributions of such stock or
other events which would otherwise diminish the benefits intended to be afforded
by the Rights. With certain exceptions, no adjustment in the Purchase Price will
be required until cumulative adjustments amount to at least 1% of the Purchase
Price.
No fractional Rights or shares of Preferred Stock or Common Stock will be
issued (other than fractions of a share of Preferred Stock which are one
one-thousandth of a share or an integral multiple of one one-thousandth of a
share) and, in lieu thereof, a payment in cash will be made based on the market
price of the Rights, Preferred Stock or Common Stock, as the case may be, on the
last trading date prior to the date of exercise of the Rights involved.
The dividends, liquidation and voting rights, and the non-redemption
feature of the Preferred Stock are designed so that the value of the one
one-thousandth of a share of Preferred
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Stock purchasable upon exercise of each Right will approximate the value of one
share of Common Stock. The Preferred Stock will be non-redeemable and will rank
junior to all other series of the Company's Preferred Stock. Each whole share of
Preferred Stock will be entitled to receive a quarterly preferential dividend of
the greater of (a) $.025 per share or (b) 1,000 times the dividend declared on
the Common Stock. In the event of liquidation, the holders of the Preferred
Stock will be entitled to receive a preferential liquidation payment of $.01 per
share and will also be entitled to receive, in the aggregate, a liquidation
payment equal to 1,000 times the liquidation payment made per share of Common
Stock. Each share of Preferred Stock will have 1,000 votes, voting together with
the Common Stock. In the event of any merger, consolidation or other transaction
in which shares of Common Stock are exchanged for or converted into other stock
or securities, cash or other property, each share of Preferred Stock will be
entitled to receive 1,000 times the amount received per share of Common Stock.
Prior to the Distribution Date the Board of Directors may amend any of the
provisions of the Rights Agreement other than to decrease the Redemption Price,
increase the Exercise Price or decrease the number of one one-thousandths of a
share of Preferred Stock purchasable upon exercise of a Right. After the
Distribution Date, the provisions of the Rights Agreement may be amended by the
Board of Directors to cure any ambiguity, defect or inconsistency, to make
changes which do not adversely affect the interests of the holders of Rights
(other than holders whose Rights have become null and void as set forth above)
or to shorten or lengthen any time period under the Rights Agreement; provided
that no such amendment may be adopted to adjust the time period governing
redemption at a time when the Rights are not redeemable.
Until a Right is exercised, the holder thereof, as such, will have no
right as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be taxable to stockholders of the Company, stockholders may, depending upon the
circumstances, recognize taxable income should the Rights become exercisable or
upon the occurrence of certain events thereafter.
A copy of the Rights Agreement was filed as an exhibit to the Company's
Report on Form 8-K filed on June 28, 1999. The summary description of the Rights
set forth herein does not purport to be complete and is qualified in its
entirety by reference to the Rights Agreement, which is incorporated herein by
reference.
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ITEM 2. EXHIBITS
<TABLE>
<CAPTION>
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EXHIBIT NO. DESCRIPTION
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1 Form of Rights Agreement, dated as of June 23, 1999, between OSI
Pharmaceuticals, Inc. and The Bank of New York, as Rights Agent.*
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2 Terms of Series SRP Junior Participating Preferred Stock (which is
attached as Exhibit A to the Rights Agreement referred to in
Exhibit 1 hereto).*
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3 Summary of Rights to Purchase Series SRP Junior Participating
Preferred Stock (which is attached as Exhibit B to the Rights
Agreement referred to in Exhibit 1 hereto).*
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4 Form of Right Certificate (which is attached as Exhibit C to the
Rights Agreement referred to in Exhibit 1 hereto).*
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</TABLE>
* Previously filed by the Company as part of Exhibit 4 to the Company's
Report on Form 8-K filed on June 28, 1999, which exhibit is incorporated
herein by reference thereto.
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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.
Date: June 29, 1999 OSI PHARMACEUTICALS, INC.
By: /s/ Robert L. Van Nostrand
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Name: Robert L. Van Nostrand
Title: Vice President and Chief Financial
Officer, Secretary and Treasurer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
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EXHIBIT NO. DESCRIPTION
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<S> <C>
1 Form of Rights Agreement, dated as of June 23, 1999, between OSI
Pharmaceuticals, Inc. and The Bank of New York, as Rights Agent.*
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2 Terms of Series SRP Junior Participating Preferred Stock (which is
attached as Exhibit A to the Rights Agreement referred to in
Exhibit 1 hereto.)*
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3 Summary of Rights to Purchase Series SRP Junior Participating
Preferred Stock (which is attached as Exhibit B to the Rights
Agreement referred to in Exhibit 1 hereto.)*
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4 Form of Right Certificate (which is attached as Exhibit C to the
Rights Agreement referred to in Exhibit 1 hereto).*
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</TABLE>
* Previously filed by the Company as part of Exhibit 4 to the Company's
Report on Form 8-K filed on June 28, 1999, which exhibit is incorporated
herein by reference thereto.
