<PAGE>
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM 8-A/A
AMENDMENT NO. 4
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.
<PAGE>
<PAGE>
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, 1998, 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 more than 50%
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
-2-
<PAGE>
<PAGE>
result in a person or group beneficially owning more than 50% 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 50% of the then outstanding shares of Common Stock, unless
the event causing the 50% 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
-3-
<PAGE>
<PAGE>
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
-4-
<PAGE>
<PAGE>
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
-5-
<PAGE>
<PAGE>
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.
<TABLE>
<CAPTION>
Item No. Item
- -------- -----
<C> <S>
2.3 Amendment No. 4 to Rights Agreement, dated as of
January 6, 1997, between the Company and American
Stock Transfer & Trust Company, as successor
Rights Agent.
</TABLE>
-6-
<PAGE>
<PAGE>
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: January 10, 1997 By: /s/ Steven Rosenberg
-------------------------------
Steven Rosenberg,
Vice President
-7-
<PAGE>
<PAGE>
EXHIBIT 2.3
AMENDMENT NO. 4 TO RIGHTS AGREEMENT
AGREEMENT, dated as of this 6th day of January, 1997, 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 the parties hereto are the parties to
Amendment No. 2 to Rights Agreement dated as of April 8, 1992, and Amendment No.
3 to Rights Agreement dated as of March 11, 1996 (collectively, 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, 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
<PAGE>
<PAGE>
WHEREAS, in accordance with the provisions of Section 26 of the
Rights Agreement, said amendment was duly adopted by the Board of Directors of
the Company on January 6, 1997.
NOW, THEREFORE, in consideration of the covenants herein and in
the Rights Agreement contained, the parties hereto hereby agree as follows:
1. Amendment.
1.1 Definition of "Acquiring Person". Section 1(a) of the
Rights Agreement is hereby amended to read in its entirety as follows:
" (a) 'Acquiring Person' shall mean any Person who or
which, together with all Affiliates and Associates of such
Person, shall be the Beneficial Owner of more than 50% of the
shares of Common Stock then outstanding, but shall not include
the Company, any Subsidiary of the Company, any employee benefit
plan of the Company or of any Subsidiary of the Company, or any
Person or entity organized, appointed or established by the
Company for or pursuant to the terms of any such plan."
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.
-2-
<PAGE>
<PAGE>
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
______________________________
Name: Steven Rosenberg
Title: Vice President
AMERICAN STOCK TRANSFER & TRUST
COMPANY
By: /s/ Herbert Lemmer
______________________________
Name: Herbert Lemmer
Title: First Vice President,
Administration
-3-
