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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
AMENDMENT NO. 1
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
CYTRX CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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Delaware 8-1642740
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(State of Incorporation (IRS Employer Identification No.)
or Organization)
154 Technology Parkway
Norcross, Georgia 30092 30092
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(Address of Principal Executive Offices) (Zip Code)
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If this form relates to the If this form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become effective
filing pursuant to General Instruction simultaneously with the effectiveness
A(c)(1) please check the following of a concurrent registration statement
box. / / under the the Securities Act of 1933
pursuant to General Instruction
A(c)(2) please check the following
box. / /
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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None
Securities to be registered pursuant to Section 12(g) of the Act:
Series A Junior Participating
Preferred Stock Purchase Rights
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Effective April 16, 1997, the Board of Directors of Cytrx
Corporation (the "Company") declared a distribution of one right (a
"Right") for each outstanding share of Common Stock, par value $.001 per
share (the "Common Stock"), to shareholders of record at the close of
business on May 15, 1997 and for each share of Common Stock issued
(including shares distributed from Treasury) by the Company thereafter
and prior to the Separation Time. Each Right entitles the registered
holder to purchase from the Company one ten-thousandth (1/10,000th) of a
share (a "Unit") of Series A Participating Preferred Stock, par value
$0.01 per share (the "Preferred Stock"), at a purchase price of $30 per
Unit (the "Purchase Price"), subject to adjustment. The description and
terms of the Rights are set forth in a Shareholder Protection Rights
Agreement between the Company and American Stock Transfer & Trust
Company, as Rights Agent, dated as of April 16, 1997 (the "Rights
Agreement").
Initially, the Rights will attach to all certificates representing
shares of outstanding Company Common Stock, and no separate Rights
Certificates will be distributed. The Rights will separate from the
Common Stock and the Separation Time will occur upon the earlier of (i)
ten business days (unless otherwise accelerated or delayed by the Board)
following public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired, obtained the
right to acquire, or otherwise obtained beneficial ownership of 15% or
more of the then outstanding shares of Common Stock, or (ii) ten business
days (unless otherwise delayed by the Board) following the commencement
of a tender offer or exchange offer that would result in the person or
group beneficially owning 15% or more of the then outstanding shares of
Common Stock. An Acquiring Person does not include (a) any person who is
a beneficial owner of 15% or more of the Common Stock on April 16, 1997
(the date of adoption of the Rights Agreement), unless such person or
group shall thereafter acquire beneficial ownership of additional Common
Stock, (b) a person who acquires beneficial ownership of 15% or more of
the Common Stock without any intention to affect control of the Company
and who thereafter promptly divests sufficient shares so that such person
ceases to be the beneficial owner of 15% or more of the Common Stock, or
(c) a person who is or becomes a beneficial owner of 15% or more of the
Common Stock as a result of an option granted by the Company in connection
with an agreement to acquire or merge with the Company prior to a Flip-In
Date.
Until the Separation Time, (i) the Rights will be evidenced by
Common Stock certificates and will be transferred with and only with
such Common Stock certificates, (ii) new Common Stock certificates
issued after May 15, 1997 (including shares distributed from Treasury)
will contain a legend incorporating the Rights Agreement by reference
and (iii) the surrender for transfer of any certificates representing
outstanding Common Stock will also constitute the
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transfer of the Rights associated with the Common Stock represented by
such certificate.
The Rights are not exercisable until the Separation Time and will
expire at the close of business on the tenth anniversary of the Rights
Agreement unless earlier terminated by the Company as described below.
As soon as practicable after the Separation Time, Rights
Certificates will be mailed to holders of record of Common Stock as of
the close of business on the date when the Separation Time occurs and,
thereafter, the separate Rights Certificates alone will represent the
Rights.
If a Flip-In Date occurs ( i.e., the close of business ten business
days following announcement by the Company that a person has become an
Acquiring Person), and if the Company has not terminated the Rights as
described below, then the Rights entitle the holders thereof to acquire
shares of Common Stock (rather than Preferred Stock) having a value
equal to twice the Right's exercise price. Instead of issuing shares of
Common Stock upon exercise of a Right following a Flip-In Date, the
Company may substitute a combination of cash, property, a reduction in
the exercise price of the Rights, Common Stock or other securities with
a value equal to the Common Stock (or any combination of the above)
which would otherwise be issuable. In addition, at the option of the
Board of Directors prior to the time that any person becomes the
beneficial owner of more than 50% of the Common Stock, and rather than
payment of the cash purchase price, each Right may be exchanged for one
share of Common Stock if a Flip-In Date occurs. Notwithstanding any of
the foregoing, all Rights that are, or (under certain circumstances set
forth in the Rights Agreement) were, beneficially owned by any person on
or after the date such person becomes an Acquiring Person will be null
and void.
Following the Flip-In Date, if the company is acquired in a merger
or consolidation where the Company does not survive or the Common Stock
is changed or exchanged, or 50% or more of the Company's assets or
assets generating 50% or more of the Company's operating income or cash
flow is transferred in one or more transactions to persons who at that
time control the Company, then the Rights entitle the holders thereof to
acquire for the exercise price shares of the acquiring party having a
value equal to twice the Right's exercise price.
The exercise price payable and the number of Rights outstanding are
subject to adjustment from time to time to prevent dilution in the event
of a stock dividend, stock split or reverse stock split, or other
recapitalization which would change the number of shares of Common Stock
outstanding.
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At any time until the close of business on the Flip-In Date, the
Board of Directors may terminate the Rights without any payment to the
holders thereof. The Board of Directors may condition termination of
the Rights upon the occurrence of a specified future time or event.
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. While the
distribution of the Rights will not be taxable to shareholders or to the
Company, shareholders may, depending upon the circumstances, recognize
taxable income in the event that the Rights become exercisable.
Any provisions of the Rights Agreement may be amended at any time
prior to the close of business on the Flip-In Date without the approval
of holders of the Rights, and thereafter, the Rights Agreement may be
amended without approval of the Rights holders in any way which does not
materially adversely affect the interests of the Rights holders.
A total of 1,000 shares of Preferred Stock will be reserved for
issuance upon exercise of the Rights.
Each fractional share of Preferred Stock will receive dividends at
a rate per whole share equal to any dividends (except dividends payable
in Common Stock) paid with respect to the Common Stock and, on a
quarterly basis, an amount per whole share equal to the excess of $1.00
over the aggregate dividends per whole share of this Series during the
immediately preceding three-month period.
In the event of liquidation, the holder of each fractional share of
Preferred Stock will receive a preferred liquidation payment equal to
the greater of $1.00 per whole share or the per share amount paid in
respect of a share of Common Stock.
Each Unit of Preferred Stock will have one vote, voting together
with the Common Stock.
In the event of any merger, consolidation, statutory share exchange
or other transaction in which shares of Common Stock are exchanged, each
Unit of Preferred Stock will be entitled to receive the per share amount
paid in respect of each share of Common Stock.
The rights of holders of the Preferred Stock to dividends,
liquidation and voting, and in the event of mergers, statutory share
exchanges and consolidations, are protected by customary antidilution
provisions.
Because of the nature of the Preferred Stock's dividend,
liquidation and voting rights, the economic value of one Unit of
Preferred Stock that may be
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acquired upon the exercise of each Right should approximate the economic
value of one share of Common Stock.
The Rights may have certain anti-takeover effects. The Rights will
cause substantial dilution to a person or group that attempts to acquire
the Company on terms not approved by the Board of Directors of the
Company (with, where required by the Rights Agreement, the concurrence
of a majority of the continuing directors) unless the offer is
conditioned on a substantial number of Rights being acquired. However,
the Rights should not interfere with any merger, statutory share
exchange or other business combination approved by a majority of the
directors since the Rights may be terminated by the Board of Directors
at any time on or prior to the close of business ten business days after
announcement by the Company that a person has become an Acquiring
Person. Thus, the Rights are intended to encourage persons who may seek
to acquire control of the Company to initiate such an acquisition
through negotiations with the Board of Directors. However, the effect
of the Rights may be to discourage a third party from making a partial
tender offer or otherwise attempting to obtain a substantial equity
position in the equity securities of, or seeking to obtain control of,
the Company. To the extent any potential acquirors are deterred by the
Rights, the Rights may have the effect of preserving incumbent
management in office.
A copy of the Rights Agreement has been filed with the Securities
and Exchange Commission as an Exhibit to the Company's Current Report on Form
8-K dated April 16, 1997 and is incorporated herein by reference. The
foregoing summary description of the Rights does not purport to be complete
and is qualified in its entirety by reference to such exhibit.
ITEM 2. EXHIBITS.
1. Shareholder Protection Rights Agreement, dated as of April 16,
1997, between Cytrx Corporation and American Stock Transfer & Trust
Company (which includes as Exhibit A thereto the Form of Right Certificate),
incorporated herein by reference to Exhibit 99.1 of Cytrx Corporation's
Form 8-K dated April 16, 1997.
2. Press release dated April 17, 1997, incorporated herein by
reference to Exhibit 99.2 of Cytrx Corporation's Form 8-K dated April
16, 1997.
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SIGNATURES
Pursuant to the requirements of Section 12 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, thereto duly
authorized.
CYTRX CORPORATION
Date: April 24, 1997 By: /s/ Mark W. Reynolds
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Mark W. Reynolds
Chief Financial Officer
and Secretary
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