<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
Nastech Pharmaceutical Company Inc.
(Exact name of registrant as specified in its charter)
Delaware 11-2658569
(State of incorporation I.R.S. Employer
or organization) Identification No.)
45 Davids Drive, Hauppauge, NY 11788
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights, par value $.01 per share
(Title of Class)
Item 1. Description of Registrant's Securities to be Registered.
On February 22, 2000, the Board of Directors of Nastech Pharmaceutical Company
Inc., (the "Company") declared a dividend of one preferred share purchase right
(a "Right") for each outstanding share of common stock, $.006 par value per
share (the "Common Shares"), of the Company. The dividend is payable on March
17, 2000 (the "Record Date") to the stockholders of record on that date. Each
Right entitles the registered holder to purchase from the Company one
one-thousandth of a share of Series A Junior Participating Preferred Stock of
the Company, par value $.01 per share (the "Preferred Shares"), at a price of
$50 per one one-thousandth of a Preferred Share (the "Purchase Price"), subject
to adjustment. The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement") between the Company and American Stock
Transfer & Trust Company as Rights Agent (the "Rights Agent").
Distribution Date; Exercisability
Initially, the Rights will be attached to all Common Share certificates and no
separate Rights certificates will be issued. Separate certificates evidencing
the Rights ("Right Certificates") will be mailed to holders of record of the
Common Shares as of the close of business on the earlier to occur of (i) a
public announcement that a person or group of affiliated or associated persons
<PAGE> 2
(an "Acquiring Person") has acquired beneficial ownership of 15% or more of the
outstanding Common Shares or (ii) such date as may be determined by action of
the Board of Directors of the Company, upon approval of a majority of the
Continuing Directors (as defined below), following the commencement of, or
announcement of an intention to make, a tender offer or exchange offer the
consummation of which would result in the beneficial ownership by a person or
group of 15% or more of the outstanding Common Shares (the earlier of such dates
being the "Distribution Date").
The Rights Agreement provides that, until the Distribution Date (or earlier
redemption or expiration of the Rights), (i) the Rights will be transferred with
and only with the Common Shares, (ii) 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 and (iii) the surrender
for transfer of any certificates for Common Shares outstanding as of the Record
Date will also constitute the transfer of the Rights associated with the Common
Shares represented by such certificate.
The Rights are not exercisable until the Distribution Date. The Rights will
expire on March 17, 2010 (the "Expiration Date"), unless the Expiration Date is
extended or unless the Rights are earlier redeemed or exchanged by the Company,
in each case, as described below.
Flip-In
If a person or group becomes an Acquiring Person, each holder of a Right will
thereafter have the right to receive, upon exercise, Common Shares (or, in
certain circumstances, Preferred Shares or other similar securities of the
Company) having a value equal to two times the exercise price of the Right.
Notwithstanding any of the foregoing, following the existence of an Acquiring
Person, all Rights that are, or (under certain circumstances specified in the
Rights Agreement) were, beneficially owned by any Acquiring Person will be null
and void.
For example, at an exercise price of $50 per Right, each Right not owned by an
Acquiring Person following an event set forth in the preceding paragraph would
entitle its holder to purchase $100 worth of Common Shares (or other
consideration, as noted above) for $50. Assuming a value of $25 per Common Share
at such time, the holder of each valid Right would be entitled to purchase four
Common Shares for $50.
Flip-Over
In the event that the Company is acquired in a merger or other business
combination transaction or 50% or more of its consolidated assets or earning
power are sold after a person or group has become an Acquiring Person, proper
provision will be made so that each holder of a Right will thereafter have the
right to receive, upon the exercise thereof at the then current exercise price
of the Right, that number of shares of common stock of the acquiring company
which at the time of such transaction will have a market value of two times the
exercise price of the Right. In the event that any person or group becomes an
Acquiring Person, proper provision shall be made so that each holder of a Right,
other than Rights beneficially owned by the Acquiring Person (which will
thereafter be void), will thereafter have the right to receive upon exercise
that number of Common Shares having a market value of two times the exercise
price of the Right.
<PAGE> 3
Exchange
At any time after any person or group becomes an Acquiring Person and prior to
the acquisition by such person or group of 50% or more of the outstanding Common
Shares, the Board of Directors of the Company may exchange the Rights (other
than Rights owned by such person or group which will have become void), in whole
or in part, at an exchange ratio of one Common Share, or one one-thousandth of a
Preferred Share (or of a share of a class or series of the Company's preferred
stock having equivalent rights, preferences and privileges), per Right (subject
to adjustment).
Redemption
At any time prior to the existence of an Acquiring Person, the Board of
Directors of the Company may redeem the Rights, in whole but not in part, at a
price of $.01 per Right (the "Redemption Price"). The redemption of the Rights
may be made effective at such time on such basis with such conditions as the
Board of Directors, in its sole discretion, may establish. Immediately upon any
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.
Amendment
The terms of the Rights may be amended by the Board of Directors of the Company
without the consent of the holders of the Rights, except that from and after the
existence of an Acquiring Person no such amendment may adversely affect the
interests of the holders of the Rights (other than the Acquiring Person).
Continuing Directors
A determination, approval, consent or other action of the "Board of Directors"
shall require approval or consent by a majority of the Continuing Directors (as
defined below), provided that no such approval or consent would be required
after six months from the date the Continuing Directors cease to constitute a
majority of the members of the Board of Directors.
"Continuing Director" means a member of the Board of Directors, who is not an
Acquiring Person or a representative or nominee of an Acquiring Person, and who
either (i) was a member of the Board of Directors on the date of the Rights
Agreement or (ii) subsequently became a member of the Board of Directors, and
whose nomination for election or election to the Board of Directors was
recommended or approved by a majority of the Continuing Directors then on the
Board of Directors. For purposes of the Rights Agreement, a determination,
calculation, interpretation or other action shall not be deemed approved by a
majority of the Continuing Directors unless there is at least one Continuing
Director in office who approved such action.
Adjustment
The number of outstanding Rights and the number of one one-thousandths of a
Preferred Share issuable upon exercise of each Right are subject to adjustment
under certain circumstances.
Preferred Stock
Because of the nature of the Preferred Shares' dividend, liquidation and voting
rights, the value of the one one-thousandth interest in a Preferred Share
<PAGE> 4
purchasable upon exercise of each Right should approximate the value of one
Common Share.
Rights of Holders
Until a Right is exercised, the holder thereof, as such, will have no rights as
a stockholder of the Company, including, without limitation, the right to vote
or to receive dividends.
Item 2. Exhibits.
Exhibit No. Description
1. Rights Agreement, dated as of February 22, 2000, between Nastech
Pharmaceutical Company Inc. and American Stock Transfer & Trust Company, as
Rights Agent. The Rights Agreement includes the Designation of Rights, Terms and
Preferences of Series A Junior Preferred Stock as Exhibit A, the form of Rights
Certificate as Exhibit B, and the Summary of Rights as Exhibit C (incorporated
by reference to Exhibit 3 to the Company's Current Report on Form 8-K dated
February 22, 2000).
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.
NASTECH PHARMACEUTICAL COMPANY INC.
By: /s/ Vincent D. Romeo, Ph.D.
Name: Vincent D. Romeo, Ph.D.
Title: President and Chief Executive
Officer
Dated: March 16, 2000
