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): December 12, 1996.
POSSIS MEDICAL, INC.
(Exact name of registrant as specified in its charter)
Minnesota 0-00944 41-0783184
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
9055 Evergreen Boulevard, N.W., Minneapolis, MN 55433-8003
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (612) 780-4555
Not Applicable
(Former name or former address, if changed since last report.)
<PAGE>
Item 5. Other Events
On December 11, 1996, the Board of Directors of Possis Medical, Inc. (the
"Company"), declared a dividend of one preferred share purchase right (a
"Right") per share for each outstanding share of Common Stock, par value $.40
(the "Common Shares"), of the Company. The dividend is payable on December 23,
1996 (the "Record Date") to shareholders of record on that date.
Each Right entitles the registered holder to purchase from the Company one
one-hundredth of a share of Series A Junior Participating Preferred Stock, par
value $.40 (the "Preferred Shares"), of the Company at a price of $160.00 per
one-hundredth of a Preferred Share (the "Purchase Price"), subject to
adjustment. The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement"), dated as of December 12, 1996, between the
Company and Norwest Bank Minnesota, National Association, as Rights Agent (the
"Rights Agent").
Initially, the Rights will be evidenced by the certificates representing
Common Shares then outstanding and no separate Right Certificates will be
distributed. The Rights will separate from the Common Shares, and a Distribution
Date for the Rights will occur upon the earlier of: (i) the first date of public
announcement that a Person or group of affiliated or associated Persons has
become an "Acquiring Person" (i.e., has become, subject to certain exceptions,
the beneficial owner of 15% or more of the outstanding Common Shares) (except
pursuant to a Permitted Offer, as hereinafter defined) and (ii) the 10th day
following the commencement or public announcement of a tender offer or exchange
offer, the consummation of which would result in a Person or group of affiliated
or associated Persons becoming, subject to certain exceptions, the beneficial
owner of 15% or more of the outstanding Common Shares (or such later date as may
be determined by the Board of Directors of the Company prior to a Person or
group of affiliated or associated Persons becoming an Acquiring Person) (the
earlier of such dates being called the "Distribution Date").
A "Permitted Offer" is a tender offer or an exchange offer for all
outstanding Common Shares of the Company at a price and on terms determined by a
majority of the Board of Directors of the Company who are not officers of the
Company and who are not Acquiring Persons or affiliates or associates of an
Acquiring Person and after receiving advice from one or more investment banking
firms, to be (a) fair to shareholders (taking into account all factors which the
Board of Directors deems relevant) and (b) otherwise in the best interests of
the Company and its shareholders employees, customers, suppliers and creditors
and the communities in which the Company does business, and which the Board of
Directors determines to recommend to the shareholders of the Company.
Until the Distribution Date, (i) the Rights will be evidenced by the Common
Share certificates and will be transferred with and only with the Common Shares,
(ii) new Common Share certificates issued after the Record Date upon transfer or
new issuance of the Common Shares will contain a notation incorporating the
Rights Agreement by reference, and (iii) the surrender for transfer of any
Common Share certificate, even without such notation or a copy of the Summary of
Rights attached thereto, will also constitute the transfer of the Rights
associated with the Common Shares represented by such certificate.
As promptly as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Shares as of the close of business on the
Distribution Date, and such separate Right Certificates alone will evidence the
Rights.
The Rights are not exercisable until the Distribution Date. The Rights will
expire on December 23, 2006, unless extended or earlier redeemed or exchanged by
the Company as described below.
<PAGE>
The Purchase Price payable and the number of Preferred Shares 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, options or warrants to subscribe for or purchase Preferred Shares or
convertible securities at 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 assets (excluding regular periodic cash
dividends or dividends payable in Preferred Shares) or of subscription rights or
warrants (other than those described in clause (ii) of this paragraph). With
certain exceptions, no adjustment in the Purchase Price will be required until
cumulative adjustments require an adjustment of at least 1% in the Purchase
Price.
No fraction of a Preferred Share (other than fractions in integral
multiples of one one-hundredth of a share) will be issued and, in lieu thereof,
an adjustment in cash will be made based on the closing price on the last
trading date prior to the date of exercise.
The number of outstanding Rights and the number of one one-hundredths of a
Preferred Share issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.
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 $.01 per share but will be entitled to an
aggregate dividend of 100 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 $.01 per share but will be entitled
to an aggregate payment of 100 times the payment made per Common Share. Each
Preferred Share will have 100 votes, voting together with the Common 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
100 times the amount received per Common Share. These rights are subject to
adjustment in the event of a stock dividend on the Common Shares or a
subdivision, combination or consolidation of the Common Shares.
In the event that a person or group becomes an Acquiring Person (except
pursuant to a Permitted Offer (as defined below)), each holder of a Right, other
than the Acquiring Person or the affiliates, associates or transferees thereof
(whose Rights will thereafter be void), will thereafter have the right to
receive upon exercise thereof at the then current exercise price of the Right
that number of Common Shares having a market value of two times the exercise
price of the Right, subject to certain possible adjustments.
In the event that the Company is acquired in certain mergers or other
business combination transactions or 50% or more of the assets or earning power
of the Company and its subsidiaries (taken as a whole) are sold after a person
or group becomes an Acquiring Person (except pursuant to a Permitted Offer),
holders of the Rights will thereafter have the Right to receive, upon exercise
thereof at the then current exercise price of the Right, that number of Common
Shares of the acquiring company (or, in certain cases, one of its Affiliates)
having a market value of two times the exercise price of the Right.
At any time after a Person becomes an Acquiring Person (subject to certain
exceptions), and prior to the acquisition by a Person of 50% or more of the
outstanding Common Shares, the Continuing Directors may exchange all or part of
the Rights for Common Shares at an exchange ratio per Right equal to the result
obtained by dividing the exercise price of a Right by the current per share
market price of the Common Shares, subject to adjustment.
At any time before a Person has become an Acquiring Person, the Continuing
Directors may redeem the Rights in whole, but not in part, at a price of $.01
per Right (the "Redemption Price"), subject to adjustment. The redemption of the
Rights may be made effective at such time, on such basis and with such
conditions as such Continuing Directors may, in their sole discretion,
establish.
<PAGE>
A "Continuing Director" is a member of the Board of Directors who was a
member of the Board on December 23, 1996, or who subsequently became or becomes
a member of the Board of Directors with the recommendation or approval of a
majority of the Continuing Directors. Continuing Directors do not include any
Acquiring Person or affiliate or associate of an Acquiring Person.
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.
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
hereby incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99. Press Release dated December 12, 1996.
<PAGE>
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, hereto duly authorized.
POSSIS MEDICAL, INC.
Date: December 12, 1996
By ____________________
Irving R. Colacci
Vice President, Legal Affairs & Human
Resources, General Counsel and Secretary
<PAGE>
EXHIBIT INDEX
Exhibit Description of Exhibit Page Number
99 Press Release dated December 12, 1996 7
<PAGE>
Exhibit 99
News Release
FOR IMMEDIATE RELEASE FOR MORE INFORMATION CONTACT:
Russel E. Carlson
VP Finance and Chief Financial Officer
POSSIS MEDICAL, INC.
(612) 780-4555
POSSIS MEDICAL, INC. ADOPTS SHAREHOLDER RIGHTS PLAN
MINNEAPOLIS, MN., December 12 -- Possis Medical, Inc. (Nasdaq-NMS: POSS)
announced today that its board of directors has adopted a shareholder rights
plan, which provides protection against hostile takeovers and market activities
that could result in a sale of the company. The board of directors retains the
right to approve a sale of the company prior to the happening of certain events.
The company has declared a dividend of one right for each common share
outstanding on December 23, 1996. Each right will entitle a shareholder to buy
1/100 of a share of the company's newly created Series A Junior Participating
Preferred Stock at an exercise price of $160.00. The rights will become
exercisable in the event that a person or group acquires 15% or more of the
company's common shares or a tender offer is commenced that would result in
ownership by a person or group of 15% or more of the company's common shares
(subject to certain exceptions).
The company may redeem the rights at $.01 per right at certain times. The
rights will expire on December 23, 2006.
If prior to the redemption of the rights, a person or group acquires 15% or
more of the company's common shares, each right (other than those owned by such
a 15% acquiring person or group) will entitle its holder to purchase, at the
then-current exercise price, that number of common shares of the company having
a market value of twice the right's exercise price. In addition, if the company
sells more than 50% of its assets or earning power or is acquired in a merger or
other business combination transaction in which it is not the surviving
corporation, the rights will become a right to acquire common shares of an
acquiring person at the discounted price.
Possis Medical, Inc. develops, manufactures and markets pioneering medical
devices for growing cardiovascular treatment markets. Its AngioJet Rapid
Thrombectomy System is marketed in the U.S. for removal of dialysis access graft
blood clots. Its three products - the AngioJet Rapid Thrombectomy System, the
Perma-Flow Coronary Bypass Graft, and the Perma-Seal Dialysis Access Graft - are
highly differentiated, next-generation medical devices that have the potential
to become preferred treatment options.
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