<PAGE>
<PAGE>
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
Date of Report: January 10, 1997
----------------
Date of Earliest
Event Reported: January 6, 1997
---------------
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
<PAGE>
<PAGE>
Item 5. Other Events.
The Company and American Stock Transfer & Trust Company, as successor
Rights Agent, entered into Amendment No. 4, dated as of January 6, 1997, 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. 4 to the Rights Agreement, the definition
of "Acquiring Person" was 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."
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 Amendment No. 4, a copy of which has been filed as Exhibit 4.5
hereto.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
Exhibits
Exhibit No. Item
- ----------- ----
4.5 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.
-2-
<PAGE>
<PAGE>
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: January 10, 1997
COOPER LIFE SCIENCES, INC.
(Registrant)
By: /s/ Steven Rosenberg
-----------------------
Steven Rosenberg,
Vice President
-3-
<PAGE>
<PAGE>
EXHIBIT 4.5
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-
