<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
APRIL 15, 1996
(Date of Report)
NEORX CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
<TABLE>
<S> <C> <C>
WASHINGTON 0-14116 91-1261311
(State or Other Jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification No.)
</TABLE>
410 WEST HARRISON STREET, SEATTLE, WASHINGTON 98119
(Address of principal executive offices) (Zip Code)
(206) 281-7001
(Registrant's telephone number, including area code)
<PAGE> 2
ITEM 5. OTHER EVENTS
Board Action. On April 10, 1996, the Board of Directors (the "Board of
Directors") of NeoRx Corporation (the "Company") declared a dividend of one
preferred share purchase right (a "Right") for each outstanding share of common
stock, par value $.02 per share (the "Common Shares"), of the Company. The
dividend is payable on April 19, 1996 to the shareholders of record on that
date. Each Right entitles the registered holder to purchase from the Company
one one-hundredth of a share of Series A Junior Participating Preferred Stock,
par value $.02 per share (the "Preferred Shares"), of the Company at a price of
$40.00 per one one-hundredth 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 First
Interstate Bank, N.A., as Rights Agent.
Triggering Events. Until the earlier to occur of (i) 10 days following
a public announcement that a person or group of affiliated or associated
persons (an "Acquiring Person") has acquired beneficial ownership of 20% or
more of the outstanding Common Shares and (ii) 10 business days (or such later
date as may be determined by action of the Board of Directors prior to such
time as any person or group of affiliated persons becomes an Acquiring Person)
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 20% or more of the outstanding
Common Shares (the earlier of such dates being called the "Distribution
Date"), the Rights will be evidenced by Common Share certificates.
Rights Are Attached to Common Stock. The Rights Agreement provides
that, until the Distribution Date (or earlier redemption or expiration of the
Rights), the Rights will be transferred with and only with the Common Shares.
Until the Distribution Date (or earlier redemption or expiration of the Rights),
the surrender for transfer of any certificates for Common Shares will also
constitute the transfer of the Rights associated with the Common Shares
represented by such certificate. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights will be mailed
to holders of record of the Common Shares as of the close of business on the
Distribution Date, and such separate Right Certificates alone will evidence
the Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on April 10, 2006 (the "Final Expiration Date"), unless the Final
Expiration
Form 8-K PAGE 1
<PAGE> 3
Date is extended or unless the Rights are earlier redeemed or exchanged by the
Company, in each case as described below.
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.
Exercise of Rights. In the event any person becomes an Acquiring
Person, each holder of a Right shall thereafter have a right to receive, upon
exercise thereof at a price equal to the then current Purchase Price multiplied
by the number of one one-hundredths of a Preferred Share for which a Right is
then exercisable, in accordance with the terms of the Rights Agreement and in
lieu of Preferred Shares, such number of Common Shares of the Company as shall
equal the result obtained by (A) multiplying the then current Purchase Price by
the number of one one-hundredths of a Preferred Share for which a Right is then
exercisable and dividing that product by (B) 50% of the then current per share
market price of the Company's Common Shares.
If after a person or group of affiliated or associated persons has
become an Acquiring person 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, 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 Purchase Price of the Right, that number of shares of common
stock of the acquiring company that at the time of such transaction will have
a market value of two times the Purchase Price of the Right. If 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 Purchase Price of the Right.
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 may exchange the Rights (other
than Rights owned by such person or group that will have become void), in whole
or in part, at an exchange ratio of one Common Share, or one one-hundredth of a
Preferred Share, per Right (subject to adjustment).
Terms of Preferred Shares. Preferred Shares purchasable upon exercise
of the Rights will not be redeemable. Each Preferred Share will be entitled to a
minimum preferential quarterly dividend payment of $1 per share, but will be
entitled to an aggregate dividend of 100 times the dividend declared per Common
Share. In the event of liquidation, the holders of the Preferred Shares will be
entitled to a minimum
Form 8-K PAGE 2
<PAGE> 4
preferential liquidation payment of $100 per share, but will be entitled to an
aggregate payment of 100 times the payment made per Common Share. Each Preferred
Share will have 100 votes, voting together with the Common Shares. Finally, in
the event of any merger, consolidation or other transaction in which Common
Shares are exchanged, each Preferred Share will be entitled to receive 100 times
the amount received per Common Share. These rights are protected by customary
antidilution provisions.
Because of the nature of the Preferred Shares' dividend, liquidation
and voting rights, the value of the one one-hundredth interest in a Preferred
Share purchasable upon exercise of each Right should approximate the value of
one Common Share.
Redemption of Rights. At any time prior to the acquisition by a person
or group of affiliated or associated persons of beneficial ownership of 20% or
more of the outstanding Common Shares, the Board of Directors may redeem the
Rights in whole, but not in part, at a price of $.001 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 of Rights. The terms of the Rights may be amended by the
Board of Directors without the consent of the holders of the Rights, including
an amendment to lower certain thresholds described above to not less than the
greater of (i) the sum of .001% and the largest percentage of the outstanding
Common Shares then known to the Company to be beneficially owned by any person
or group of affiliated or associated persons and (ii) 10%, except that, from and
after such time as any person or group of affiliated or associated persons
becomes an Acquiring Person, no such amendment may adversely affect the
interests of the holders of the Rights.
A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated
April 15, 1996. A copy of the Rights Agreement is available free of charge from
the Company. 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 hereby incorporated herein by reference.
Form 8-K PAGE 3
<PAGE> 5
Exhibits
4.1 Rights Agreement, dated as of April 10, 1996, between NeoRx Corporation
and First Interstate Bank of Washington, N.A., incorporated herein by
reference to Exhibit 2.1 to the Company's Registration Statement on
Form 8-A, dated April 15, 1996.
99.1 Press release issued April 11, 1996.
Form 8-K PAGE 4
<PAGE> 6
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.
NEORX CORPORATION
Dated: April 15, 1996 By /s/ ROBERT M. LITTAUER
----------------------
Robert M. Littauer
Senior Vice President
Form 8-K PAGE 5
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------
<S> <C>
4.1 Rights Agreement, dated as of April 10, 1996, between
NeoRx Corporation and First Interstate Bank of
Washington, N.A., incorporated herein by reference to
Exhibit 2.1 to the Company's Registration Statement on
Form 8-A, dated April 15, 1996.
99.1 Press release issued April 11, 1996.
</TABLE>
Form 8-K PAGE 6
<PAGE> 1
Exhibit 99.1
[NEORX LOGO]
CONTACT:
Robert M. Littauer
Senior Vice President, Chief Financial Officer
(206) 286-2519
Burns McClellan, Inc.
John Nugent (investors)
(212) 505-1919
Justin Jackson (media)
(415) 352-6262
NEORX CORPORATION ADOPTS SHAREHOLDER RIGHTS PLAN
Seattle, Washington, April 11, 1996 -- NeoRx Corporation (Nasdaq: NERX)
announced today that its Board of Directors has adopted a Shareholder Rights
Plan in which preferred stock purchase rights have been granted as a non-taxable
dividend at the rate of one Right for each share of Common Stock held of record
as of the close of business on April 19, 1996. The Rights will expire in April
2006.
The Rights Plan, which is similar to plans adopted by more than 1,800
publicly-traded companies, is designed to deter coercive or unfair takeover
tactics. The Company's adoption of the Plan is intended to protect the rights of
its stockholders and is not in response to any acquisition proposal. The Rights
are not intended to prevent a takeover of the Company and will not do so. The
Rights are designed to provide adequate time for the Board and shareholders to
evaluate the fairness of a proposal. The Rights deal with the very serious
problem of another person or company using abusive tactics to deprive the Board
and shareholders of any real opportunity to determine the destiny of the
Company.
In implementing the Plan, the Board has declared a dividend of one Right for
each outstanding share of NeoRx Common Stock. Each Right, upon becoming
exercisable, would entitle the holder thereof to purchase 1/100th of a share of
a new series of Preferred Stock. One one-hundredth of a share of Preferred Stock
is intended to be approximately the economic equivalent of one share of Common
Stock.
At the time of adoption of the Shareholder Rights Plan, the Rights are neither
exercisable nor traded separately from the Common Stock. The Rights will be
exercisable only if a person or group in the future becomes the beneficial owner
of 20% or more of the Common Stock, or announces a tender or exchange offer
which would result in its ownership of 20% or more of the Common Stock, without
approval by the Company's Board of Directors.
<PAGE> 2
Ten days after a public announcement that a person has become the beneficial
owner of 20% or more of the Common Stock, each holder of a Right, other than the
acquiring person, would be entitled to purchase shares of Common Stock of the
Company at one-half of the then-current price. If the Company is acquired in a
merger, or 50% or more of the Company's assets are sold in one or more related
transactions, each Right would entitle the holder thereof to purchase common
stock of the acquiring company at half of the then-current market price of such
common stock.
At any time after a person or group of persons becomes the beneficial owner of
20% or more of the Common Stock, the Board of Directors may exchange one share
of Common Stock for each Right, other than Rights held by the acquiring person.
Additional details regarding the Rights Plan will be outlined in a summary to be
mailed to all stockholders following the Record Date.
NeoRx, headquartered in Seattle, develops targeted therapeutic products to treat
cancer and cardiovascular diseases. NeoRx's lead therapeutic products,
Avicidin(R) Cancer Therapy and Biostent(TM), an agent designed to prevent
restenosis following balloon angioplasty, are in Phase I clinical trials. A
Product License and Establishment License Application for Verluma(TM), a small
cell lung cancer imaging agent developed by NeoRx, is in late stage review at
the Food and Drug Administration.
# # #
