<PAGE> 1
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
SEPTEMBER 27, 2000
------------------
Date of Report (Date of earliest event reported)
OSI PHARMACEUTICALS, INC.
-------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 0-15190 13-3159796
-------- ------- ----------
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
106 CHARLES LINDBERGH BOULEVARD
UNIONDALE, NY 11553
-------------------------------
(Address of principal executive offices)
(516) 222-0023
--------------
(Registrant's telephone number, including area code)
<PAGE> 2
ITEM 5. OTHER EVENTS
On September 27, 2000 the Board of Directors of OSI Pharmaceuticals,
Inc., a Delaware corporation (the "Company") adopted a new shareholder rights
plan (the "New Rights Agreement"), declared a dividend distribution of one
Series SRPA Junior Participating Preferred Stock Purchase Right on each
outstanding share of its common stock, and authorized the redemption of the
rights (the "Existing Rights") issued pursuant to the Company's existing
shareholder rights plan (the "Existing Rights Agreement"). These actions were
taken to ensure that all of the Company's shareholders continue to have the
fullest protection offered by a shareholder rights plan.
DESCRIPTION OF THE NEW RIGHTS AGREEMENT
In connection with the adoption of the New Rights Agreement, the
Company declared a dividend distribution of one New Rights for each outstanding
share of common stock of the Company (the "Common Stock") payable to
stockholders of record at the close of business on September 27, 2000. Each New
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 $500.00 (the
"Purchase Price"), subject to adjustment. The description and terms of the
Preferred Stock are set forth in the form of New Rights Agreement (the "New
Rights Agreement") dated as of September 27, 2000 between the Company and The
Bank of New York, as Preferred Stock Agent (the "Preferred Stock Agent").
The New 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
the consummation of which would result in Person becoming an Acquiring Person
(defined below) or (ii) the date of the first public announcement that a Person
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 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 New 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 September
27, 2000 will contain a notation referring to the New Rights associated with
such shares of Common Stock, incorporating the New Rights Agreement by reference
and (iii) the surrender for transfer of any certificates for Common Stock
outstanding will also constitute the transfer of the New 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 New Rights.
The New Rights will expire at the close of business on August 31, 2010,
unless earlier
<PAGE> 3
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 New Rights will be modified
automatically so that each holder of a New 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 New 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 New Right. Notwithstanding the foregoing, after such Person shall have
become an Acquiring Person, all New Rights that are, or under certain
circumstances specified in the New 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 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 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 New Right (except New 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 New Right,
shares of common stock of the acquiring company having a value equal to twice
the amount of the exercise price of the New Right. Each such holder of a New
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 becomes an Acquiring Person, the Company
may redeem the New Rights in whole, but not in part, at a price of $.001 per New
Right (the "Redemption Price"). Immediately upon the action of the Board of
Directors ordering redemption of the New Rights, the right to exercise the New
Rights will terminate and the only right of the holders of New Rights will be to
receive the Redemption Price. Notice of redemption will be given by mail to each
holder of New Rights at such holder's last address on the registry books for the
New 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 New Rights.
The Purchase Price payable, and the number of shares of Preferred Stock
or other securities or property issuable, upon exercise of the New Rights are
subject to adjustments from time to time to prevent dilution in the event of
certain changes in the Preferred Stock or Common
<PAGE> 4
Stock or distributions of such stock or other events which would otherwise
diminish the benefits intended to be afforded by the New 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 New 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 New Rights, Preferred Stock or Common Stock, as the case may be, on
the last trading date prior to the date of exercise of the New 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 Stock purchasable upon exercise of each
New 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 New 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 New Right. After
the Distribution Date, the provisions of the New 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 New
Rights (other than holders whose New Rights have become null and void as set
forth above) or to shorten or lengthen any time period under the New Rights
Agreement; provided that no such amendment may be adopted to adjust the time
period governing redemption at a time when the New Rights are not redeemable.
Until a New 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 New Rights
will not be taxable to stockholders of the Company, stockholders may, depending
upon the circumstances, recognize taxable income should the New Rights become
exercisable or upon the occurrence of certain events thereafter.
A copy of the New Rights Agreement was filed as an exhibit to the
Company's Registration Statement on Form 8-A filed on September 27, 2000. The
summary description
<PAGE> 5
of the New Rights set forth herein does not purport to be complete and is
qualified in its entirety by reference to the New Rights Agreement, which is
incorporated herein by reference.
REDEMPTION OF EXISTING RIGHTS AND TERMINATION OF EXISTING RIGHTS AGREEMENT
The Board of Directors authorized the redemption of the Existing Rights
at the close of business on September 27, 2000 (the "Redemption Time") from all
holders of record of such Existing Rights at the Redemption Time for the price
of $0.001 per Existing Right, payment to be made on October 4, 2000. Upon the
redemption of the Existing Rights, the Existing Rights Agreement will be
terminated.
<PAGE> 6
ITEM 7. EXHIBITS
----------------------- --------------------------------------------------------
EXHIBIT NO. DESCRIPTION
----------------------- --------------------------------------------------------
4 Rights Agreement dated as of September 27, 2000 between
OSI Pharmaceuticals, Inc. and The Bank of New York, as
Rights Agent, including Terms of Series SRP Junior
Participating Preferred Stock (Exhibit A thereto)
Summary of Rights to Purchase Preferred Stock (Exhibit B
thereto), and Form of Right Certificate (Exhibit C
thereto).*
----------------------- --------------------------------------------------------
99 Press release, dated September 27, 2000
----------------------- --------------------------------------------------------
*Previously filed by the Company as Exhibits 1, 2, 3 and 4 to the Company's
Registration Statement on Form 8-A filed on September 27, 2000, which exhibit is
incorporated herein by reference thereto.
<PAGE> 7
SIGNATURE
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.
Date: September 27, 2000 OSI PHARMACEUTICALS, INC.
By: /s/ ROBERT L. VAN NOSTRAND
---------------------------------
Name: Robert L. Van Nostrand
Title: Vice President and Chief
Financial Officer, Secretary
and Treasurer
<PAGE> 8
EXHIBIT INDEX
----------------------- --------------------------------------------------------
EXHIBIT NO. DESCRIPTION
----------------------- --------------------------------------------------------
4 Rights Agreement, dated as of September 27, 2000 between
OSI Pharmaceuticals, Inc. and The Bank of New York, as
Rights Agent, including Terms of Series SRP Junior
Participating Preferred Stock (Exhibit A thereto),
Summary of Rights to Purchase Preferred Stock (Exhibit B
thereto), and Form of Right Certificate (Exhibit C
thereto).*
----------------------- --------------------------------------------------------
99 Press release, dated September 27, 2000.
----------------------- --------------------------------------------------------
*Previously filed by the Company as Exhibits 1, 2, 3 and 4 to the Company's
Registration Statement on Form 8-A filed on September 27, 2000, which exhibit is
incorporated herein by reference thereto.
