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): March 31, 1998
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BIO-REFERENCE LABORATORIES, INC.
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(Exact name of Registrant as specified in charter)
New Jersey 0-15266 22-2405059
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
incorporation) Number)
481 Edward H. Ross Drive
Elmwood, New Jersey 07407
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Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (201) 791-2600
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events.
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On March 31, 1998, the Board of Directors of Bio-Reference Laboratories,
Inc. (the "Company") declared a dividend distribution of one right (a "Right")
for each outstanding share of common stock, par value $.01 per share (the
"Common Shares"), and of Series A Senior Preferred Stock, par value $.10 per
share ("Senior reference Shares") of the Company. The distribution is payable
on March 31, 1998 (the "Record Date") to the shareholders of record as of the
close of business on the Record Date. Each Right entitles the registered holder
to purchase from the Company one one-ten-thousandth of a Junior Preferred Share
(a "Unit") at a price of $4.00 (the "Purchase Price") per Unit, subject to
adjustment. The description and terms of the Rights are set forth in a Rights
Agreement, dated as of March 31, 1998 (the "Rights Agreement"), between the
Company and American Stock Transfer & Trust Company, as Rights Agent (the
"Rights Agent").
Initially, the Rights will be attached to all certificates representing
Common Shares and Senior Preference Shares, respectively, then outstanding and
no separate Rights Certificates will be distributed. Until the earlier to occur
of (i) the close of business on the tenth business day (as such time period may
be extended pursuant to the Rights Agreement) following a public announcement
that a person or group of affiliated persons (which does not include the
Company, any subsidiary of the Company, any employee benefit or stock ownership
plan of the Company or any subsidiary of the Company or any entity holding
Common Shares for or pursuant to the terms of any such plan) has acquired, or
obtained the right to acquire, beneficial ownership of 25% or more of the
outstanding Common Shares (an "Acquiring Person"), or (ii) the close of business
on the tenth business day following the commencement of a tender offer or
exchange offer by a person or group of affiliated or associated persons, the
consummation of which would result in beneficial ownership by such person or
group of 25% or more of the outstanding Common Shares.
The Rights Agreement provides that until the Distribution Date, the Rights
will be transferred with and only with the Common hares and the Senior
Preference Shares, respectively. Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Share and new Senior
Preference Share certificates issued after the Record Date upon transfer or new
issuance of Common Shares and Senior Preference Shares will contain a notation
incorporating the Rights Agreement by reference. Until the Distribution Date (or
earlier redemption or expiration of the Rights), the surrender for transfer of
any certificates for Common Shares and Senior Preference Shares in respect of
which Rights have been issued will also constitute the transfer of the Rights
associated with the Common Shares and Senior Preference Shares represented by
such certificates. As soon as practicable following the Distribution Date,
separate certificates evidencing the Rights (the "Rights Certificates") will be
mailed to holders of record of the Common Shares and the Senior Preference
Shares at the close of business on the Distribution Date and such separate Right
Certificates alone will evidence the Rights.
No Right is exercisable at any time prior to the Distribution Date. The
Rights will expiration on March 31, 2008 (the "Final Expiration Date") unless
earlier redeemed or exchanged by the Company as described below. Until a Right
is exercised, the holder thereof, as such, will have no rights as a shareholder
of the Company, including without limitation the right to vote or to receive
dividends.
The Purchase Price payable, and the number of Units of a Preferred Share 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
Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights
or warrants to subscribe for or purchase Preferred Shares at a price, or
securities convertible into Preferred Shares with a conversion price, less than
the then current market price of the Preferred Shares or (iii) upon the
distribution to holders of the Preferred Shares of evidences of indebtedness or
cash (excluding regular periodic cash dividends), assets, stock (excluding
dividends payable in Preferred Shares) or of subscription rights or warrants
(other than those referred to above).
The number of outstanding Rights and the number of one ten-thousandths of a
Preferred Share issuable upon exercise of each Right are also subject to
adjustment in the event of stock split of the Common Shares or a stock dividend
on the Common Shares payable in Common Shares or subdivision, consolidations or
combinations of the Common Shares occurring, in any such case, prior to the
Distribution Date.
In the event that (i) any person or group of affiliated or associated
persons becomes the beneficial owner or 25% or more of the outstanding Common
Shares, (ii) any Acquiring Person merges into or combines with the Company and
the Company is the surviving corporation or any Acquiring Person effects certain
other transactions with the Company, as described in the Rights Agreement, or
(iii) during such time as there is an Acquiring Person, there shall be any
reclassification of securities or recapitalization or reorganization of the
Company which has the effect of increasing by more than it 1% the proportionate
share of the outstanding shares of any class of equity securities of the Company
or any of its subsidiaries beneficially owned by the Acquiring Person, proper
provision shall be made so that each holder of a Right, other than Rights that
are or were owned beneficially by the Acquiring Person (which, from and after
the later of the Distribution Date and the date of the earliest of any such
events, will be void), will thereafter have the right to receive upon exercise
Common Shares (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.
In the event that, following the first date of public announcement that a
person has become an Acquiring Person, (i) the Company merges with or into any
person and the Company is not the surviving corporation, (ii) any person merges
with or into the Company and the Company is the surviving corporation, but its
Common Shares are changed or exchanged, or (iii) 50% or more of the Company's
assets or earning power, including without limitation securities creating
obligations of the Company, are sold, proper provision shall be made so that
each holder of a Right will thereafter have the right to receive, upon the
exercise thereof at the then current exercise price of the Right, that number of
shares of common stock (or, under certain circumstances, an economically
equivalent security or securities) of such other person which at the time of
such transaction would have a market value of two times the exercise price of
the Right.
Upon the occurrence of any of the events described in the two immediately
preceding paragraphs, any Rights that are, or (under certain circumstances
specified in the Rights Agreement) were, beneficially owned by any Acquiring
Person shall immediately become null and void.
At any time after the occurrence of any such event and prior to the
acquisition by any person or group of affiliated or associated persons of 50% or
more of the outstanding Common Shares, the Board of Directors of the Company may
exchange the Rights (other than any Rights which have become void), in whole or
in part, at an exchange ratio of one Common Share per Right (subject to
adjustment).
Preferred Shares purchasable upon exercise of the Rights will not be
redeemable. Each Preferred Share will be entitled to a minimum preferential
quarterly dividend payment of $.05 per share but will be entitled to an
aggregate dividend of 10,000 times the dividend declared per Common Share. In
the event of liquidation, the holders of the Preferred Shares will be entitled
to a minimum preferential liquidation payment of $10,000 per share but will be
entitled to an aggregate payment of 10,000 times the payment made per Common
Share. Each Preferred Share will have 10,000 votes, voting together with the
Common Shares and the Senior Preference Shares. Finally in the event of any
merger, consolidation or other transaction in which Common Shares are exchanged,
each Preferred Share will be entitled to receive 10,000 times the amount
received per Common Share. These rights are protected by customary anti-dilution
provisions.
Because of the nature of the Preferred Shares' dividend, liquidation and
voting rights, the value of the one ten-thousandth interest in a Preferred Share
purchasable upon exercise of each Right is intended to approximate the value of
one Common Share.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment in the Purchase
Price of at least 1%. No fractional Units will be issued. In lieu thereof, an
adjustment in cash will be made based on the per share market price of the
Preferred Shares on the last trading day prior to the date of exercise.
In general, the Company may redeem the Rights in whole, but not in part, at
a price of $.01 per Right (the "Redemption Price"), at any time prior to the
close of business on the later of (i) the Distribution Date and (ii) the first
date of public announcement that a person has become an Acquiring Person. 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 Common Shares in a transaction or series of transactions
not involving the Company. Immediately upon any redemption of the Rights, the
right to exercise the Rights will terminate and the only right of the holders of
Rights will be to receive the Redemption Price.
The Rights Agreement may be amended by the Company without the approval of
any holders of Rights certificates, including amendments which add other events
requiring adjustment to the purchase price payable and the number of Common
Shares or other securities issuable upon the exercise of the Rights or which
modify procedures relating to the redemption of the Rights, provided that no
amendment may be made at such time as the Rights are not then redeemable which
decreases the stated Redemption Price or the period of time remaining until the
Final Expiration Date or which modifies a time period relating to when the
Rights may be redeemed.
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 Rights could have certain anti-takeover effects. The Rights could cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Company's Board of Directors. The Rights should not
interfere with any merger or other business combination approved by the Board of
Directors, in light of the ability of the Board of Directors to redeem the
Rights or amend the Rights Agreement as summarized above.
A copy of the Rights Agreement is being filed with the Securities and
Exchange Commission as an Exhibit to a Registration Statement on Form 8-A, dated
as of March 31, 1998. A copy of the Rights Agreement is available free of charge
from the Company. This summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights Agreement,
which is incorporated herein by this reference.
Item 7. Financial Statements and Exhibits.
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Exhibit No. Description
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1 Rights Agreement, dated as of March 31, 1998, including
Exhibits thereto, between the Company and American
Stock Transfer & Trust Company, as Rights Agent.
Incorporated by reference from the Company's
Registration Statement on Form 8-A dated March 3,
1998, to which it is an exhibit.
2 The Company's Press Release dated March 31, 1998
relating to adoption of the Company's Shareholder
Rights Plan.
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: April 14, 1998 BIO-REFERENCE LABORATORIES, INC.
By:_____________________________
Marc D. Grodman
President and Chief
Executive Officer
EXHIBIT 2
BIO-REFERENCE LABORATORIES
BOARD APPROVES SHAREHOLDER RIGHTS PLAN
ELMWOOD PARK, NJ (April 1, 1998). . . . . . . . . Bio-Reference Laboratories,
Inc (Nasdaq Small Cap-"BRLI") announced that its Board of Directors has
unanimously approved the adoption of a Shareholder Rights Plan.
The Shareholder Rights Plan is designed to protect the Company and its
shareholders from coercive, unfair and inadequate takeover bids and practices.
The plan is designed to strengthen the Board's ability to deter a person or
group from attempting to gain control of the Company without offering a fair
price and equal treatment to all shareholders.
The Rights initially will trade together with the Company's Common Stock, and
will not be exercisable unless certain triggering events occur. Among the
triggering events is the acquisition of 25% or more of the Company's Common
Stock.
Bio-Reference Laboratories, Inc. is a highly automated computer-driven clinical
laboratory serving specialty markets in the New York/Tri-State metropolitan
area. The Company performs highly sophisticated testing procedures in addition
to high-volume routine testing in clinical chemistry, special chemistry,
endocrinology, serology, diagnostic immunology, microbiology, rheumatology,
parasitology, cellular immunology, radioimmunoassay, hematology,
immunohematology, cytology, anatomic pathology and urinalysis.
The Company's common stock is traded on the Nasdaq Small Cap system under the
symbol "BRLI"; its Class A Warrants are traded under the symbol "BRLIW" and its
Class B Warrants are traded under the symbol "BRLIZ."
