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 (Date of Earliest Event Reported)
August 2, 1999
Serologicals Corporation
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-261266 58-2142225
(Commission File No.) (IRS Employer Identification No.)
780 Park North Blvd
Suite 110
Clarkston, GA 30021
(Address of principal (Zip Code)
executive offices)
(404) 296-5595
(Registrant's telephone number including area code)
Item 5. Other Events
Summary of Rights to Purchase Preferred Stock.
The following is a summary description of a rights agreement
entered into by Serologicals Corporation and State Street Bank & Trust
Company, N.A. as of August 2, 1999. As this summary description of the
rights does not purport to be complete, you should carefully read the full
text of the rights agreement, a copy of which is available free of charge
from Serologicals.
On July 26, 1999, the board of directors of Serologicals
Corporation declared a dividend of one preferred stock purchase right for
each outstanding share of its common stock, par value $.01 per share,
payable to stockholders of record on August 25, 1999.
Each right will entitle its registered holder from and after the
Distribution Date (as defined below) until August 2, 2009, or, if earlier,
until the redemption or exchange of the rights, to buy 1/1000 of a share of
Serologicals' Series B preferred stock, par value $.01 per share, at an
exercise price of $45.00, subject to certain antidilution adjustments.
Initially, the rights will be attached to all common stock
certificates representing shares then outstanding and no separate rights
certificates will be distributed. The rights will separate from the common
stock upon the earlier of
I. the 10th business day after the date of a public
announcement that a person or group is an Acquiring Person
(as defined below), or
II. the 10th business day (or such later day as Serologicals'
board of directors determines) after a person or group
announces a tender or exchange offer, which, if
consummated, would result in such person or group becoming
an Acquiring Person
The earlier of such dates is referred to herein as the
"Distribution Date."
In general, an "Acquiring Person" refers to any person or group
of affiliated persons (other than Serologicals, any of its subsidiaries,
certain of Serologicals' benefit plans and any person or group of
affiliated persons whose acquisition of 15% or more is approved by the
board of directors in advance) who, after the date of adoption of the
rights agreement, acquires beneficial ownership of 15% or more of the
outstanding shares of common stock.
No person or group who beneficially owned 15% or more of the
outstanding shares of common stock on August 25, 1999 will be considered
an Acquiring Person unless such person or group acquires an additional
number of shares of common stock greater than 2% of the number of such
shares outstanding, other than in a transaction approved by Serologicals'
board of directors in advance.
As soon as practicable after the Distribution Date, rights
certificates will be mailed to holders of common stock as of the close
of business on the Distribution Date and, thereafter, the separate rights
certificates alone will represent the rights. The holders of rights will
not have any voting rights or be entitled to dividends until the rights
are exercised.
If a person or group of affiliated persons becomes an Acquiring
Person, then each right (other than rights owned by such acquiring person,
and its affiliates and associates, which will be null and void) will
entitle the holder to purchase, for the exercise price, a number of shares
of Serologicals' common stock having a then current market value of twice
the exercise price.
Accordingly, at the original exercise price of $45.00, each right
would entitle its registered holder to purchase $90.00 worth of common
stock for $45.00.
If at any time after the date of public announcement of an
Acquiring Person
III. Serologicals merges into another entity
IV. an acquiring entity merges into Serologicals and
the common stock of Serologicals is changed into
or exchanged for other securities or assets of the
acquiring entity, or
V. Serologicals sells more than 50% of its assets or
earning power
then each right will entitle the holder to purchase, for the exercise
price, a number of shares of common stock of such other entity having a
current market value of twice the exercise price.
The foregoing will not apply to a transaction approved by a
majority of the board of directors.
The rights are redeemable at Serologicals' option, at any time
until the 10th day following a public announcement of an Acquiring Person,
for $.01 per right, payable in cash or shares of common stock. At any time
after any person becomes an Acquiring Person, the board of directors of
Serologicals may exchange the rights (other than rights owned by the
Acquiring Person, and its affiliates and associates, which will be null
and void), in whole or in part, for common stock on the basis of an
exchange ratio of one share of common stock for each right.
The purchase price payable, and the number of shares of Series B
preferred stock or other securities or property issuable, upon exercise of
the rights are subject to adjustment from time to time. Such adjustment is
to prevent dilution in such events as certain stock dividends on, or
subdivisions, combinations or reclassifications of, the shares of common
stock prior to the Distribution Date. With certain exceptions, no
adjustment in the purchase price will be required until cumulative
adjustments amount to at least 2% of the purchase price.
No fractional shares will be issued. Instead, an adjustment in
cash will be made based on the market price of the Series B preferred stock
on the last trading date prior to the date of exercise.
The board of directors of Serologicals may amend the rights
agreement in any manner prior to the Distribution Date. After the
Distribution Date, the board of directors may amend the rights agreement
only
VI. to cure ambiguities
VII. to shorten or lengthen any time period (subject to
certain limitations); or
VIII. if such amendment does not adversely affect the interests
of the rights holders and does not relate to any
principal economic term 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 August 2, 1999.
Item 7. Financial Statements and Exhibits
a) Exhibits
99.1 Press Release of Serologicals Corporation, dated
July 27, 1999.
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, thereunto duly authorized.
SEROLOGICALS CORPORATION
DATE: August 2, 1999 By: /s/ Russell H. Plumb
---------------------------
Russell H. Plumb
Vice President, Finance and
Chief Financial Officer
Exhibit 99.1 Press Release
NEWS
FOR IMMEDIATE RELEASE
Contact: Russell H. Plumb
Chief Financial Officer
(404) 296-5595
SEROLOGICALS ADOPTS STOCKHOLDER RIGHTS PLAN
ATLANTA (July 27, 1999) - Serologicals Corporation (Nasdaq/NM: SERO) today
announced that its board of directors has adopted a stockholder rights
plan. Under the plan, stockholders will receive one right for each
outstanding share of common stock. The rights are to be distributed to
stockholders of record as of August 25, 1999, and the distribution will
not be taxable to stockholders. The rights will expire on August 2, 2009,
unless redeemed or exchanged earlier by Serologicals, and will be
represented by existing common stock certificates until they become
exercisable.
Harold J. Tenoso, Ph.D., president and chief executive officer,
remarked, "The rights are intended to protect the long-term value of
stockholders' investment in Serologicals. More than 1,300 other U.S.
corporations have adopted similar plans which are designed to encourage
any potential acquiror to treat all stockholders equally and negotiate with
a company's board of directors before attempting a takeover. We are not
aware of any current attempt to acquire control of Serologicals. The
board's decision to implement the plan was based principally on the
uncertainty about how investors will view the impact that certain changes
in the blood products and services industry are having on our near-term
financial performance at a time when we believe the Company's long-term
value is significantly greater than the current market price would
indicate."
Tenoso said that Serologicals will send a letter to all
stockholders as of the record date summarizing the plan.
Each right will, upon becoming exercisable, entitle its holder to
buy one one-thousandth (1/1,000) of a share of a new series of preferred
stock at an exercise price of $45.00. If any person or group acquires 15%
or more of the common stock of Serologicals Corporation (except in
transactions approved by the board of directors of Serologicals in
advance), each right will then entitle its holder, other than the person
or group owning 15% or such other persons or groups, to acquire, at the
exercise price, Serologicals' common stock with a market value equal to
twice the exercise price. Serologicals may elect, however, to exchange a
newly issued share of Serologicals' common stock for each right.
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If any person or group owns 15% or more of Serologicals' common
stock, and Serologicals is acquired in a merger or other business
combination, or if 50% of its earning power or assets are sold, each right
will entitle its holder, other than the person or group owning 15%, to
acquire, at the exercise price, shares of the acquiring company's common
stock with a market value of twice the exercise price.
Persons owning 15% or more of Serologicals' common stock on the
date the plan is adopted are exempt, so long as they do not acquire an
additional number of shares greater than 2% of the outstanding shares,
other than in a transaction approved by the Board of Directors of
Serologicals in advance.
Serologicals Corporation, headquartered in Atlanta, is a leading
worldwide provider of biological materials and services to major healthcare
companies. The Company provides value added antibody-based products that
are used as the active ingredients in therapeutic products for the
treatment and management of diseases such as Rh incompatibility in
newborns, rabies and hepatitis and in diagnostic products such as blood
typing reagents and diagnostic test kits. Additionally, the Company,
through its protein fractionation facility, provides a variety of proteins
used in diagnostic reagents and tissue culture media components for use as
additives in biotech products.
This release may contain certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 including,
without limitation, statements regarding the future performance and long-
term value of the Company and the timing of the rights plan. These forward-
looking statements are subject to certain risks, uncertainties and other
factors, including the Company's ability to continue to attract and retain
qualified donors and to implement successfully its strategic plan.
Additional information on factors that could potentially affect the Company
or its financial results may be found in the Company's filings with the
Securities and Exchange Commission.
Serologicals is a registered trademark of Serologicals Royalty Company.
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