SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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IMMUCOR, INC.
(Exact name of registrant as specified in its charter)
GEORGIA 22-2408354
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
3130 Gateway Drive, Norcross, Georgia 30091
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(Address of principal executive offices) (Zip Code)
If this form relates to the registration If this form relates to the registra-
of a class of securities pursuant to tion of a class securities pursuant to
Section 12(b) of the Exchange Act and is Section 12(g) of the Exchange Act and
effective pursuant to General Instruc- is effective pursuant to General
tion A.(c),please check the following Instruction A.(d), please check the
box. |_| following box. |X|
Securities Act registration statement file number to which this form relates:
________N/A_________
(if 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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N/A N/A
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock Purchase Rights
(Title of Class)
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
On April 16, 1999 the Board of Directors of Immucor, Inc. (the
"Company") declared a dividend of one common stock purchase right (a "Right")
for each outstanding share of common stock of the Company (the "Common Stock").
The dividend was paid to holders of record at the close of business on April 20,
1999 (the "Record Date") of the Company's Common Stock, and will be paid with
respect to Common Stock issued thereafter until the Distribution Date (defined
below) and, in certain circumstances, with respect to Common Stock issued after
the Distribution Date. Except as set forth below, each Right, when it becomes
exercisable, entitles the registered holder to purchase from the Company one
share of Common Stock (the "Common Stock") at a purchase price of $45.00 per
share(the "Purchase Price"), subject to adjustment. A description of and the
terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement")
between the Company and EquiServe Trust Company, N.A. (the "Rights Agent"),
dated as of April 16, 1999, and as amended as of November 29, 2000.
The distribution of the Rights coincides with the expiration of similar
common stock purchase rights more fully described in that certain Shareholder
Rights Plan adopted by the Company on April 7, 1989, and which is an exhibit to
the Company's 8-K filed with the Securities and Exchange Commission on September
15, 1992.
Initially, the Rights will be attached to all certificates representing
Common Stock then outstanding and no separate Right Certificates will be
distributed. Also, the Rights initially will not be tradable separate from the
Common Stock. The Rights will become exercisable and will separate from the
Common Stock upon the earlier of (i) ten days after a Person or group of
affiliated Persons acquire ownership of 15% or more of the outstanding Common
Stock (unless such acquisition is approved by the Board of Directors); or (ii)
ten business days after a tender offer or an announcement of an intention to
make a tender offer that would result in a Person or group owning 15% or more of
the outstanding Common Stock. At such time, separate Rights Certificates shall
be distributed (the "Distribution Date"). A Person or group who acquires 15% or
more of the Common Stock without the approval of the Board of Directors is
referred to as an "Acquiring Person".
Until the Distribution Date (or until the Board of Directors redeems
the Rights or the Rights expire), (i) the Rights will be evidenced by the Common
Share certificates and will be transferred with and only with such Common Share
certificates, (ii) new Common Share certificates issued after the Record Date
will contain a legend referencing the Rights Agreement, and (iii) the surrender
or transfer of any certificates for Common Stock will also constitute the
transfer of the Rights associated with the Common Stock represented by such
certificate. The Rights are not exercisable until the Distribution Date and will
expire at the close of business on April 20, 2009, unless earlier redeemed or
exchanged by the Company as described below. As soon as practicable after the
Distribution Date, separate certificates evidencing the Rights ("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 evidence the Rights.
In the event any Person becomes an Acquiring Person (except with the
approval of the Board of Directors, and except (in certain circumstances) for
persons who inadvertently become Acquiring Persons), each holder of a Right will
thereafter have the right to receive, upon exercise, an amount of Common Stock
having a value equal to two times the Purchase Price. Further, after any Person
becomes an Acquiring Person, in the event (i) the Company consolidates, or
merges with the Acquiring Person, and the Company is not the surviving
corporation, (ii) an Acquiring Person engages in a share exchange, consolidation
or merger with the Company where the Company is the surviving corporation, or
(iii) 50% or more of the Company's assets or earning power is sold or
transferred in a single transaction or series of transactions, then each holder
of a Right will thereafter have the right to receive, upon exercise, common
stock of the Acquiring Person having a value equal to two times the Purchase
Price. The events set forth in this paragraph are referred to as the "Triggering
Events." However, following the occurrence of any Triggering Event, all Rights
that are owned by any Acquiring Person will be null and void, and the Acquiring
Person will have no right to purchase Common Stock thereunder or to receive any
securities or other property of an Acquiring Person; and any such Rights shall
remain null and void, even if transferred to a person who is not an Acquiring
Person.
The number of Rights outstanding, the Purchase Price payable and the
amount of Common Stock 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 shares of the Company, such as a stock split. The Company may
determine not to issue fractional shares, and in lieu thereof, an adjustment in
cash (or other property) will be made based on the market value of the Common
Stock.
In general, the Company may redeem the Rights in whole, but not in
part, at a price of $.01 per Right (subject to adjustment), at any time prior to
the earlier to occur of (i) the close of business ten days following the date a
Person first becomes an Acquiring Person or (ii) the expiration of the Rights.
Immediately after the Board of Directors redeems the Rights, the Rights will
terminate and the only right of the holders of Rights will be to receive the
redemption price.
At any time after any Person becomes an Acquiring Person and prior to
the acquisition by any Person of 50% or more of the outstanding Common Stock,
the Board of Directors may exchange the then outstanding and exercisable Rights
(other than Rights owned by an Acquiring Person, which will have become null and
void), in whole or in part, for Common Stock, each Right being exchangeable for
one Common Share.
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.
With the consent of the Rights Agent, any of the provisions of the
Rights Agreement may be amended by the Board of Directors prior to the
Distribution Date. After the Distribution Date, the provisions of the Rights
Agreement may be amended in order to (i) cure any ambiguity, (ii) correct or
supplement any provision which may be defective or inconsistent with other
provisions contained in the Rights Agreement, (iii) shorten or lengthen any time
periods under the Rights Agreement (except to make the Rights redeemable at a
time when they are not then redeemable), but generally only for the purpose of
protecting, enhancing or clarifying the rights of, and/or the benefits to, the
holders of Rights (other than the Acquiring Person and its Associates and
Affiliates).
Certain decisions involving the administration of the Rights and the
Rights Agreement require both the existence of continuing directors and the
approval of at least a majority of such directors. Continuing directors are
members of the board of directors who were directors prior to a Triggering Event
or such time as a Person is deemed to be an Acquiring Person, and who continue
as directors after such time. However, recent amendments to Georgia's Business
Corporation Code may be interpreted to limit the effect of the continuing
directors requirement of the Rights Agreements to allow such decisions to be
made by directors who have served as directors of the Company for at least 180
days.
The Rights have certain anti-takeover effects. The Rights, if
exercised, would cause substantial dilution to a Person or group that attempts
to acquire the Company without conditioning the offer on a substantial number of
Rights being acquired. Accordingly, the existence of the Rights may deter
certain acquirors from making takeover proposals or tender offers. However, the
Rights Agreement is designed to help ensure that the Company's shareholders
receive fair and equal treatment in the event of any proposed takeover of the
Company, and that the Board of Directors has sufficient time to evaluate any
proposed transaction and, if in the best interests of the Company, to explore
alternative value-enhancing transactions. The dividend of the Rights is not in
response to any specific takeover threat or proposal.
Until separate Rights Certificates are issued, a copy of the Rights
Agreement will be available to registered holders of the Common Stock upon
written request free of charge from the Company. After the Rights Certificates
are issued, a copy of the Rights Agreement will be filed with the Securities and
Exchange Commission. 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 incorporated herein by reference.
Item 2. Exhibits.
The following exhibits are filed as a part of this Registration
Statement:
Exhibit No. Description
1. Amendment No. 1 to Rights Agreement, dated as of November 29,
2000 between the Company and EquiServe Trust Company, N.A. as
Rights Agent.
2. Rights Agreement dated as of April 16, 1999 between the Company and
EquiServe Trust Company, N.A. as Rights Agent (incorporated by
reference to Exhibit 1 to the Company's Current eport on Form 8-K
dated April 16, 1999).
<PAGE>
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, thereunto duly authorized.
IMMUCOR, INC.
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(Registrant)
By: /s/ Edward L. Gallup
Edward L. Gallup, President
Dated: December 30, 2000
INDEX TO EXHIBITS
Exhibit No. Description
1. Amendment No. 1 to Rights Agreement, dated as of November 29,
2000 between the Company and EquiServe Trust Company, N.A. as
Rights Agent.
2. Rights Agreement dated as of April 16, 1999 between the Company
and EquiServe Trust Company, N.A. as Rights Agent (incorp-
orated by reference to Exhibit 1 to the Company's Current Report
on Form 8-K dated April 16, 1999).
