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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
AMENDMENT NO. 3
TO REGISTRATION STATEMENT ON FORM 8-A
FILED WITH THE COMMISSION ON JANUARY 22, 1988
PURSUANT TO SECTION 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934 WITH
RESPECT TO PREFERRED STOCK PURCHASE RIGHTS
COOPER LIFE SCIENCES, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-2563513
(State of Incorporation (I.R.S. Employer
of Organization) Identification No.)
160 Broadway, New York, New York 10038
(Address of principal executive offices) (Zip Code)
The undersigned Registrant hereby amends the following
items, financial statements, exhibits or other portions of its
Application for Registration on Form 8-A as set forth in the
pages attached hereto:
Item 1. Description of Registrant's Securities to be
Registered.
Item 2. Exhibits.
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Item 1. Description of Registrant's Securities to be Registered.
Item 1 of the Registrant's Registration Statement on Form
8-A filed with the Securities and Exchange Commission on January
22, 1988, as heretofore amended, is hereby further amended to
read in its entirety as follows:
On January 7, 1988, the Board of Directors of Cooper Life
Science, Inc., then named Cooper Lasersonics, Inc. (the
"Company"), declared a dividend distribution of one Right for
each outstanding share of its common stock, par value $.10 per
share (the "Common Stock"), to stockholders of record at the
close of business on January 21, 1988. Each Right entitles the
registered holder to initially purchase from the Company a unit
consisting of one one-hundredth of a share (a "Unit") of Series
A Junior Participating Preferred Stock, par value $.10 per share
(the "Preferred Stock"), at a purchase price of $5.50 per Unit
(the "Purchase Price"), subject to adjustment. The terms of the
Rights are set forth in the Rights Agreement dated January 7,
1988, as amended to date (the "Rights Agreement"), between the
Company and The First National Bank of Boston, as Rights Agent
(since succeeded by American Stock Transfer & Trust Company, as
successor Rights Agent). The following description of the
Rights does not purport to be complete, and is qualified in its
entirety by reference to the Rights Agreement which has been
filed as an Exhibit hereto.
Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no
separate Rights Certificates will be distributed. Until the
Distribution Date, (i) the 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 January 21, 1988 will contain a
notation incorporating the Rights Agreement by reference and
(iii) the surrender for transfer of any certificates for Common
Stock outstanding 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
January 7, 1988, unless earlier redeemed by the Company as
described below.
A Distribution Date will occur upon the earlier of the
close of business on (i) the tenth day following public announcement
that a person or group of affiliated or associated persons (an
"Acquiring Person") has acquired, or generally obtained the
right to acquire, beneficial ownership of 30% or more of the
outstanding shares of Common Stock (the "Stock Acquisition
Date"), provided, however, there are certain exceptions to the
beneficial ownership provisions exempting acquisitions of
securities directly from the Company and certain transfers of
securities between certain of the Company's principal
stockholders; or (ii) the tenth business day following the
commencement of a tender offer or exchange offer that would
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result in a person or group beneficially owning 30% or more of
such outstanding shares of Common Stock.
As soon as practicable after the Distribution Date, Rights
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 Rights Certificates alone will
represent the Rights. Generally, except as otherwise determined by the
Board of Directors of the Company or by a committee thereof
consisting of Continuing Directors (as defined below) who are
not officers of the Company (the "Continuing Independent
Directors"), shares of Common Stock issued prior to the
Distribution Date will be issued with Rights.
The term "Continuing Directors" means any member of the
Board of Directors of the Company who was a member of the Board
prior to the date of the Rights Agreement, and any person who is
subsequently elected to the Board if such person is recommended
or approved by a majority of the Continuing Directors, but shall
not include an Acquiring Person, or an affiliate or associate of
an Acquiring Person, or any representative of the foregoing
entities.
In the event that, at any time following the Distribution
Date, (i) the Company is the surviving corporation in a merger
with an Acquiring Person and its Common Stock is not changed,
(ii) a person or entity becomes the beneficial owner of more
than 30% of the then outstanding shares of Common Stock, unless the
event causing the 30% threshold to be crossed is a transaction
under item (i) of "Flip-Over Events" described herein or is an
acquisition pursuant to a tender or exchange offer for all
outstanding shares of Common Stock at a "fair price" as
determined below, (iii) an Acquiring Person engages in one or
more "self-dealing" transactions as set forth in the Rights
Agreement, or (iv) during such time as there is an Acquiring
Person, an event occurs which results in such Acquiring Person's
ownership interest being increased by more than 1% (e.g., a
reverse stock split), each holder of a Right will thereafter
have the right to receive, upon exercise, Common Stock (or, in
certain circumstances, cash, property or other securities of the
Company) having a value equal to two times the exercise price of
the Right. Notwithstanding any of the foregoing, following the
occurrence of any of the events set forth in this paragraph
("Flip-In Events"), 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. However, Rights are not exercisable following the
occurrence of any of the events set forth above until such time
as the Rights are no longer redeemable by the Company as set
forth below.
As used above, "fair price" is a price at least as
favorable as could reasonably be achieved if the Company or its assets
were sold on an orderly basis designed to realize maximum value
where the transaction is also in the best interests of the
Company and
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its stockholders. This determination is made by at least a
majority of the Continuing Directors or by the Continuing
Independent Directors, with advice from their investment banker.
For example, at an exercise price of $5.50 per Right, each
Right not owned by an Acquiring Person (or by certain related
parties) following an event set forth in the preceding paragraph
would entitled its holder to purchase $11.00 worth of Common
Stock (or other consideration, as noted above) for $5.50.
Assuming that the Common Stock had a per share value of $2.75 at
such time, the holder of each valid Right would be entitled to
purchase four shares of Common Stock for $5.50.
In the event that, at any time following the Stock
Acquisition Date, (i) the Company is acquired in a merger or
other business combination transaction in which the Company is
not the surviving corporation, unless the transaction occurs
pursuant to a transaction in which the "fair price" requirement
was met; and the price per share of Common Stock offered in the
transaction is not less than the price per share of Common Stock
paid to all holders pursuant to the tender or exchange offer;
and the consideration used in the transaction is the same as that
paid pursuant to the offer, or (ii) 50% or more of the Company's
assets or earning power is sold or transferred (events (i) and
(ii) are referred to as "Flip-Over Events"), each holder of a
Right (except Rights which previously have been voided as set
forth above) shall thereafter have the right to receive, upon
exercise, common stock of the acquiring company having a value
equal to two times the purchase price of the Right.
The Purchase Price payable, and the number of Units or
other securities or property issuable, upon exercise of the Rights
are subject to adjustment from time to time to prevent dilution (i)
in the event of a stock dividend on, or a subdivision,
combination or reclassification of, the Preferred Stock, (ii) if
holders of the Preferred Stock are granted certain rights or
warrants to subscribe for Preferred Stock or convertible
securities at less than the current market price of the
Preferred Stock or, (iii) upon the distribution to holders of the
Preferred Stock of evidences of indebtedness or assets
(excluding regular quarterly cash dividends) or of subscription
rights or warrants (other than those referred to above).
No adjustment in the Purchase Price will be required until
cumulative adjustments amount to at least 1% of the Purchase
Price. No fractional Units will be issued and, in lieu thereof,
an adjustment in cash will be made based on the market price of
the Preferred Stock on the last trading date prior to the date
of exercise.
At any time until the close of business on the tenth day
following the Stock Acquisition Date, the Company may redeem the
Rights in whole, but not in part, at a price of $.05 per Right.
Under certain circumstances set forth in the Rights Agreement,
the decision to redeem the Rights shall require the concurrence
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of a majority of the Continuing Independent Directors. After
the redemption period has expired, the Company's right of
redemption may be reinstated if an Acquiring Person reduces his beneficial
ownership to 10% or less of the outstanding shares of Common
Stock in a transaction or series of transactions not involving
the Company. Immediately upon the action of the Board of
Directors ordering redemption of the Rights (with, where
required, the concurrence of the Continuing Independent
Directors), the Rights will terminate and the only right of the
holders of Rights will be to receive the $.05 redemption price.
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.
The Board of Directors of the Company, with the advice of its
investment banker, has determined that the Rights have no
economic value at the time of grant. Consequently, the
distribution of the Rights will not be taxable to stockholders
or to the Company. Stockholders may, however, depending upon the
circumstances, recognize taxable income in the event that the
Rights become exercisable for Common Stock (or other
consideration) of the Company or for common stock of the
acquiring company as set forth above. In the event a
Distribution Date occurs, the holder of a Right is urged to seek
the advice of his independent tax advisor.
Other than those provisions relating to the principal
economic terms of the Rights, any of the provisions of the
Rights Agreement may be amended by the Board of Directors of the
Company or the Continuing Independent Directors prior to the
Distribution Date. After the Distribution Date, the provisions
of the Rights Agreement may be amended by the Board of Directors
of the Company (in certain circumstances, with the concurrence
of the Continuing Independent Directors) in order to cure any
ambiguity, to make changes which do not adversely affect the
interest of holders of Rights (excluding the interest of any
Acquiring Person), or to shorten or lengthen any time period
under the Rights Agreement; provided, however, that no amendment
to adjust the time period governing redemption shall be made at
such time as the Rights are not redeemable.
The Preferred Stock will rank junior to all other series of
the Company's preferred stock with respect to declaration and
payment of dividends and as to distribution of assets in
liquidation, unless the terms of any such series shall provide
otherwise. Each share of Preferred Stock will have a quarterly
dividend rate per share equal to the greater of $.50 or 100
times the per share amount of any dividend (other than a dividend
payable in shares of Common Stock or a subdivision of the Common
Stock) declared from time to time on the Common Stock, will not
be redeemable. In the event of liquidation, the holders of the
Preferred Stock will be entitled to receive a preferred
liquidation payment per share of $1.00 (plus accrued and unpaid
dividends) or, if greater, an amount equal to 100 times the
payment to be made per share of Common Stock, subject to certain
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adjustments. Generally, each share of Preferred Stock will vote
together with the Common Stock and any other series of preferred
stock entitled to vote in such manner and will be entitled to
100 votes, subject to such manner and will be entitled to 100
votes, subject to certain adjustments. In the event of any
consolidation, merger, combination or other transaction in which
shares of Common Stock are exchanged for or changed into other
stock or securities, cash and/or property, each share of
Preferred Stock will be entitled to receive 100 times the
aggregate amount of stock, securities, cash and/or other
property, into which or for which each share of Common Stock is
changed or exchanged, subject to certain adjustments. The
foregoing dividend, voting and liquidation rights of the
Preferred Stock are protected against dilution in the event that
additional shares of Common Stock are issued pursuant to a stock
split or stock dividend or distributions. Because of the nature
of the Preferred Stock's dividend, voting, liquidation and other
rights, the value of the one-hundredth of a share of Preferred
Stock purchasable with each Right is intended to approximate the
value of one share of Common Stock.
The Rights have certain anti-takeover effects. The Rights
may cause substantial dilution to a person or group that
attempts to acquire the Company upon terms not approved by the Board,
and under certain circumstances the Rights beneficially owned by
such a person or group may become void. The Rights should not
interfere with any merger or other business combination which is
approved by the Board, since it may redeem the then outstanding
Rights as discussed above.
Item 2. Exhibits.
Item No. Item
2.3 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 amendment to
its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
COOPER LIFE SCIENCES, INC.
Dated: March 25, 1996 By: /s/ Steven Rosenberg
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Steven Rosenberg,
Vice President
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EXHIBIT 2.3
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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