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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: March 21, 1996
Date of Earliest
Event Reported: March 11, 1996
COOPER LIFE SCIENCES, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-13649 94-2563513
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
160 Broadway, New York, New York 10038
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212)791-5362
Not Applicable
Former name or former address, if changed since last report
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Mr. Moses Marx (who is a principal stockholder and member of the Board
of Directors of the Company) has reported in Amendment No. 10 to Schedule 13D,
as filed by Mr. Marx, with the Securities and Exchange Commission (the
"Amendment"), that he has agreed to purchase from the Estate of Mel Schnell (who
was a member of the Board of Directors and the Chief Executive Officer of the
Company), in a privately negotiated transaction which is scheduled to close on
April 2, 1996, 316,250 shares of Common Stock of the Company and a Warrant to
purchase up to an additional 25,000 shares of Common Stock from the Company.
According to the Amendment, upon the acquisition of these securities Mr. Marx'
beneficial ownership of Common Stock of the Company will increase from 759,157
shares (approximately 35.35% of the outstanding shares) to 1,100,407 shares
(approximately 50.65% of the outstanding shares). The Amendment states that the
securities are being acquired by Mr. Marx for investment purposes. The aggregate
purchase price for these securities is reported to be $2,500,000 cash, with a
possible additional cash amount of $316,250 which may become payable depending
upon the price performance of the Common Stock. The source of all such funds is
reported to be personal funds.
As a result of the aforementioned acquisition of securities, Mr. Marx
may be deemed to be a "parent" of the Company.
ITEM 5. OTHER EVENTS.
The Company and American Stock Transfer & Trust Company, as successor
Rights Agent, entered into Amendment No. 3, dated as of March 11, 1996, to the
Rights Agreement between the Company (formerly named Cooper Lasersonics, Inc.)
and The First National Bank of Boston (as initial Rights Agent), dated January
7, 1988, as previously amended (the "Rights Agreement").
Pursuant to Amendment No. 3 to the Rights Agreement, the definition of
"Beneficial Owner" was amended by the addition of a new clause (v), which
provides that Mr. Moses Marx shall not be deemed to be the Beneficial Owner of,
and shall not be deemed to "beneficially own", any securities of the Company
which he or any of his Affiliates or Associates acquires from the estate of Mel
Schnell or any of its Affiliates or Associates; provided, however, that the
provisions of new clause (v) of the Rights Agreement shall not inure to the
benefit of any transferee of such securities.
All capitalized terms used herein shall have the meanings ascribed
thereto in the Rights Agreement, unless otherwise defined herein. The foregoing
description does not purport to be complete, and is qualified in its entirety by
reference to said
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Amendment No. 3, a copy of which has been filed as Exhibit 4.4
hereto.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
EXHIBITS
Exhibit No. Item
4.4 Amendment No. 3 to Rights Agreement, dated as
of March 11, 1996, between the Company and American
Stock Transfer & Trust Company, as successor Rights
Agent.
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SIGNATURES
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 thereunto duly authorized.
Dated: March 21, 1996
COOPER LIFE SCIENCES, INC.
(Registrant)
By /s/ Steven Rosenberg
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Steven Rosenberg,
Vice President
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EXHIBIT 4.4
AMENDMENT NO. 3 TO RIGHTS AGREEMENT
AGREEMENT, dated as of this 11th day of March, 1996, by and between
Cooper Life Sciences, Inc. (formerly named Cooper Lasersonics, Inc.), a Delaware
corporation (the "Company"), and American Stock Transfer & Trust Company, a New
York corporation, as successor Rights Agent (the "Rights Agent").
W I T N E S S E T H :
WHEREAS, the Company and The First National Bank of Boston, a national
banking association (the "Bank of Boston"), are the parties to the Rights
Agreement dated January 7, 1988, as amended by Amendment No. 1 to Rights
Agreement dated January 17, 1991, and Amendment No. 2 to Rights Agreement dated
as of April 8, 1992 (the "Rights Agreement"); and
WHEREAS, the Bank of Boston has heretofore been succeeded by American
Stock Transfer & Trust Company as Rights Agent under the Rights Agreement; and
WHEREAS, in compliance with the provisions of Section 26 of the
Rights Agreement, the Board of Directors of the Company has duly determined
that it is in the best interests of the Company and its stockholders to effect
the amendment to the Rights Agreement which is hereinafter set forth; and
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WHEREAS, in accordance with the provisions of Section 26 of the Rights
Agreement, said amendments were duly adopted by the Board of Directors of the
Company on February 20, 1996.
NOW, THEREFORE, in consideration of the covenants herein and in the
Rights Agreement contained, the parties hereto hereby agree as follows:
1. Amendments.
1.1 Definition of "Beneficial Owner". Section 1(c) of the Rights
Agreement is hereby amended by the addition of a new clause (v), reading in its
entirety as follows:
" (v) Anything in this Section 1(c) contained to the
contrary notwithstanding, any Common Stock or rights to
acquire Common Stock of the Company which are directly or
indirectly acquired by Mr. Moses Marx or any of his
Affiliates or Associates from the Estate of Mel Schnell or
any of its Affiliates or Associates shall not be deemed to
be beneficially owned by the acquiring Person or Persons;
provided, however, that the provisions of this clause (v)
shall not inure to the benefit of any transferee of such
securities."
1.2 Legend. The legend which is set forth in Section 3(c) of the Rights
Agreement is hereby amended to read in its entirety as follows:
"This certificate also evidences and entitles the holder
hereof to certain Rights as set forth in the Rights
Agreement dated as of January 7, 1988, as amended (the
"Rights Agreement"), between Cooper Life Sciences, Inc.
(the "Company") and American Stock Transfer & Trust
Company, as successor Rights Agent (the "Rights Agent"),
the terms of which are hereby incorporated herein by
reference and a copy of which is on file at the principal
offices of the Company and the Rights Agent. Under certain
circumstances, as set forth in the Rights Agreement, such
Rights will be evidenced by separate certificates and will
no longer be evidenced by this certificate. The Company
will mail to the holder of this
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certificate a copy of the Rights Agreement, as in effect
on the date of mailing, without charge, promptly after
receipt of a written request therefor. Under certain
circumstances set forth in the Rights Agreement, Rights
issued to, or held by, any Person who is, was or becomes
an acquiring Person or any affiliate or associate thereof
(as such terms are defined in the Rights Agreement),
whether currently held by or on behalf of such Person or
by any subsequent holder, may become null and void. The
Rights shall not be exercisable, and shall be void so long
as held, by a holder in any jurisdiction where the
requisite qualification to the issuance to such holder, or
the exercise by such holder, of the Right in such
jurisdiction shall not have been obtained or be
obtainable."
2. Rights Agreement Reconfirmed. Except as expressly modified hereby,
the Rights Agreement shall continue in full force and effect in accordance with
its terms and is hereby ratified and confirmed.
3. Execution by Rights Agent. In executing and delivering this
Agreement, the Rights Agent shall be entitled to all privileges and immunities
afforded to the Rights Agent under the terms and conditions of the Rights
Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
COOPER LIFE SCIENCES, INC.
By: /s/ Steven Rosenberg
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Name: Steven Rosenberg
Title: Vice President
AMERICAN STOCK TRANSFER & TRUST
COMPANY
By: /s/ Herbert J. Lemmer
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Name: Herbert J. Lemmer
Title Vice President
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