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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
JUNE 18, 1998
______________________________
(Date of earliest event reported)
BIOPOOL INTERNATIONAL, INC.
_________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 0-17714 581729436
________ _______ _________
(State or other juris- (Commission (IRS Employer
diction or incorporation) File Number) Identification No.)
6025 Nicolle St., Suite A, Ventura, California 93003
____________________________________________________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (805) 654-0643
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ITEM 5. OTHER EVENTS.
Description of Securities to be Registered.
On June 3, 1998 the Board of Directors (the "Board") of Biopool
International, Inc., a Delaware corporation (the "Company") declared a
dividend of one common stock purchase right (a "Right") for each issued and
outstanding share of common stock, par value $0.01 per share (the "Common
Stock") of the Company. The dividend is payable to the stockholders of record
on June 18, 1998.
All Rights are issued pursuant to, and will be subject to the terms and
conditions of, the Rights Agreement dated June 12, 1998, between the Company
and its Rights Agent (currently, American Stock Transfer and Trust
Corporation). The following is a brief summary of the terms of the Rights.
Each Right, when exercisable, will entitle the registered holder thereof
until the earlier of June 12, 2008 or the date of redemption or exchange of
the Rights, to purchase from the Company one share of Common Stock, par value
$0.01 per share (the "Common Stock") of the Company at an exercise price of
$6.50 per share (the "Exercise Price"), subject to certain adjustments.
The Rights are not represented by separate certificates, but, instead,
initially will be evidenced by the certificates representing Common Stock then
outstanding, and the stockholders shall receive no separate certificate
representing the Rights. The Rights are not exercisable or transferable apart
from the Common Stock until the earliest to occur of (i) ten days following a
public announcement that a person (other than an Exempt Person) or group of
affiliated or associated persons (an "Acquiring Person") has acquired or
obtained the right to acquire, beneficial ownership of 15% or more of the
outstanding Common Stock (the "Stock Acquisition Date"); (provided, that if,
prior to the expiration of the ten-day period, the Acquiring Person reduces
his stock ownership to below the 15% level in a transaction not involving the
Company, said person would no longer be deemed to be an Acquiring Person); or
(ii) ten days following the commencement of a tender offer or exchange offer,
or an announcement of a person's intent to commence a tender offer or an
exchange offer, that would result in a person or group beneficially owning 15%
or more of the Company's then outstanding Common Stock (provided, that if,
prior to the expiration of the ten-day period, the person withdraws said
tender offer, then it shall be deemed never to have occurred); or (iii) ten
days after the filing by any person of a registration statement under the
Securities Act of 1933, as amended, with respect to a contemplated exchange
offer to acquire beneficial ownership of 15% or more of the issued and
outstanding Common Stock (provided that if a tender or exchange offer is
canceled or withdrawn prior to the expiration of the ten-day period, such
offer would be deemed never to have been made) (the earliest of these dates is
referred to as the "Distribution Date.")
An "Exempt Person" is defined as being the Company, any subsidiary of
the Company and any employee benefit plan of the Company.
The Rights (unless sooner redeemed) first will become exercisable on the
Distribution Date, at which time the Corporation will distribute separate
Right Certificates representing the Rights to its then current stockholders,
and it is expected that the Rights could then begin trading separately from
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the Common Stock. The Rights will expire on June 12, 2008 (the "Final
Expiration Date"), unless the Final Expiration Date is extended or unless the
Rights are earlier redeemed or exchanged by the Company.
Following the Stock Acquisition Date, the Rights would give holders
(other than the Acquiring Person, its affiliates and transferees) the right to
buy, for the Exercise Price, that number of shares of Common Stock with a
value (defined pursuant to the Rights Agreement) of twice the Exercise Price.
In a merger, consolidation or sale or transfer of 50% or more of the
consolidated assets or earning power of the Company occurring after the Rights
become exercisable, each Right will be converted into the right to purchase,
for the Exercise Price, that number of shares of common stock of the surviving
entity (or, its parent) which at the time of such transaction will have a
market value of two times the Exercise Price.
Following the Distribution Date, exercisable Rights may be exercised at
the option of the holder thereof, without the payment of the Exercise Price in
cash. In any such case, such person will receive a number of shares of Common
Stock having a value equal to the difference between the value of the Common
Stock that would have been issuable upon payment of the Exercise Price and the
Exercise Price.
At any time prior to that date which is ten days following the Stock
Acquisition Date, the Board may redeem all but not less than all of the
outstanding Rights at a price of $.001 per Right. If following the occurrence
of a Stock Acquisition Date and prior to the Distribution Date, the Acquiring
Person reduces his beneficial ownership to less than 15%, the Rights again
will be redeemable.
The Exercise Price payable, and the number of shares of Common Stock or
other securities or property issuable upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (a) in the event of a
stock dividend on, or a subdivision, combination or reclassification of, the
Common Stock; (b) upon the grant to holders of the Common Stock of certain
rights or warrants to subscribe for or to purchase Common Stock at a price, or
securities convertible into Common Stock with a conversion price, less than
the then current market price of the Common Stock; or (c) upon the
distribution to holders of the Common Stock of evidences of indebtedness or
assets (excluding regular quarterly cash dividends out of retained earnings or
dividends paid out of earnings payable in shares) or of subscription rights or
warrants (other than those referred to above).
The Board of Directors may, at its option, at any time after a Stock
Acquisition Date, exchange all or part of the then outstanding and exercisable
Rights for Common Stock for consideration per Right consisting of one-half of
the securities that otherwise would be issuable. The Board of Directors may
not effect the exchange at any time after any person (other than an Exempt
Person) becomes the beneficial owner of 50% or more of the Common Stock
outstanding.
The Board of Directors may amend the terms of the Rights Agreement and
the terms of the Rights in any manner without the consent of the Rights
holders at any time prior to a Distribution Date. From and after a
Distribution Date, the Board of Directors may, subject to certain limitations
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specified in the Rights Agreement, amend the Rights Agreement to clarify or
resolve any ambiguity, defect or inconsistency, to shorten or lengthen any
time period under the Rights Agreement or to make other changes that do not
adversely affect the interests of the Rights holders (excluding the interests
of Acquiring Persons or their affiliates or associates).
Until a Right is exercised, the holder thereof has no rights as a
stockholder of the Company (beyond those as an existing stockholder),
including, without limitation, the right to vote or to receive dividends.
While the distribution of the Rights should not be taxable to stockholders or
to the Company, stockholders may, depending upon the circumstances, recognize
taxable income in the event that the Rights become exercisable as set forth
above.
One Right will be distributed to stockholders of the Company for each
share of Common Stock owned of record by them on the Record Date. Until the
Distribution Date, the Company will issue one Right with each share of Common
Stock that thereafter becomes outstanding so that all shares of Common Stock
will have attached Rights. The Company initially has reserved 10,000,000
shares of Common Stock for issuance upon exercise of the Rights.
The Rights have certain anti-takeover effects. The Rights may cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Board, except pursuant to an offer conditioned on
a substantial number of Rights being acquired. The Rights should not
interfere with any merger or other business combination approved by the Board
prior to the time that holders of the Rights become entitled to exercise their
Rights for Common Stock (or common stock of the surviving entity in a merger
with the Company), since until that time the Rights may be redeemed by the
Board at $.001 per Right.
The form of Rights Agreement between the Company and American Stock
Transfer and Trust Corporation, as Rights Agent, specifying the terms of the
Rights, which includes the form of the Right Certificate and the Summary of
Rights to Purchase Common Stock as exhibits thereto, are attached hereto as
exhibits, and are incorporated herein in their entirety by this reference.
The foregoing description of the Rights does not purport to be complete and is
qualified in its entirety by reference to such exhibits.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
4.1. Rights Agreement, dated as of June 12, 1998, between the Company
and American Stock Transfer and Trust Corporation, as Rights
Agent. Incorporated by reference to Exhibit 1 to Form 8-A filed
June 26, 1998.
4.2. Form of Right Certificate (Exhibit A to the Rights Agreement filed
as Exhibit 1 hereto). Incorporated by reference to Exhibit 2 to
Form 8-A filed June 26, 1998.
4.4. Summary of Share Purchase Rights (Exhibit B to the Rights
Agreement filed as Exhibit 1 hereto). Incorporated by reference
to Exhibit 3 to Form 8-A filed June 26, 1998.
99.1. Press Release, dated June 5, 1998, which announced the adoption of
the Rights Plan.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
BIOPOOL INTERNATIONAL, INC.
Dated: June 26, 1998 By: /s/ Michael D. Bick, Ph.D.
____________________ __________________________________
Name: Michael D. Bick, Ph.D.
Title: Chief Executive Officer
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EXHIBIT 99.1
BIOPOOL INTERNATIONAL TO BUY BACK SHARES
ADOPTS SHAREHOLDER RIGHTS PLAN
VENTURA, Calif.--(BUSINESS WIRE)--June 5, 1998--Biopool International Inc.
(Nasdaq:BIPL - news) Friday announced that its board of directors has approved
a stock repurchase plan for up to 400,000 shares of its common stock.
The action, taken at its annual board of directors meeting held Thursday, is in
response to the continued weakness in the company's stock price. The timing and
amounts of actual purchases of the company's stock will be determined by
management over the next 12 months.
"Our action reflects the board's very strong view that our stock is currently
undervalued and demonstrates the confidence the board has in the company's
future," said Michael D. Bick, Ph.D., chairman and chief executive officer of
Biopool. Bick also indicated, "The company remains in a strong financial
position, with approximately $1 million in cash and well over $5 million in
working capital. If share prices remain at these levels, we will look to make
repurchases of our stock, which we feel is a proper way to maximize shareholder
value."
Biopool also announced that it has adopted a Shareholder Rights Plan to protect
the company and its shareholders from unsolicited attempts or inequitable offers
to acquire the company. The rights plan has no immediate dilutive effect and
does not diminish the ability of the company or its shareholders to accept an
offer for the company approved by the board.
To implement this Shareholder Rights Plan, the company has declared a dividend
distribution of one common share purchase right on each outstanding share of
Biopool International common stock on June 18, 1998. The board fixed the
exercise price for the rights at $6.50. Each right will entitle its holder
(subject to certain exceptions contained in the rights agreement) to purchase,
for $6.50, subject to adjustment, shares of the company's common stock having a
then current market value of $13, subject to adjustment.
The rights will become exercisable (with certain limited exceptions provided in
the rights agreement) following the 10th day after: a) a person or group
announces acquisition of 15% or more of the company's common stock, b) a person
or group announces commencement of a tender offer, the consummation of which
would result in ownership by the person or group of 15% or more of the company's
common stock, c) the filing of a registration statement for any such exchange
offer under the Securities Act of 1933, as amended, or d) the company's board of
continuing directors determines that a person is an "adverse person," as defined
in the rights plan.
The company will be entitled to redeem the rights at $.001 per right at certain
times as provided in the rights agreement. The rights will expire on June 18,
2008.
If, prior to redemption of the rights, 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
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acquiring person must assume the obligations under the rights, which will become
exercisable upon the occurrence of certain events to acquire common stock of the
acquiring person at the discounted price.
The rights agreement was not adopted in response to any specific effort to
acquire control of the company.
Founded in 1987, Biopool International develops, manufactures, and markets a
full range of test kits to assess and diagnose disorders of blood coagulation,
thrombotic risk factors, fibrinolysis, platelet function, and the vascular
system; specialty chemistry controls used to monitor and measure the presence of
drugs of abuse; and blood group serology products used to screen for antibodies
and group and type whole blood.
The company's product line of more than 150 FDA-approved products is sold to
hospitals, blood bank facilities, and clinical and reference laboratories on a
worldwide basis by the company's own sales representatives, as well as through
an extensive network of distributors.
Contact:
Biopool International Inc.
Michael D. Bick, Ph.D. or Carol Hill, 805/654-0643
