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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
Date of Report (Date of earliest event reported)
December 13, 2000
NEOTHERAPEUTICS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 000-28782 93-0979187
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(State or other jurisdiction (Commission File Number) (I.R.S Employer
of incorporation) Identification No.)
157 Technology Drive, Irvine, California 92618
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (949) 788-6700
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N/A
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
On December 13, 2000, the Board of Directors of NeoTherapeutics, Inc.
(the "Corporation") approved the adoption of a Stockholder Rights Plan and
declared a dividend distribution of one Right for each outstanding share of the
Corporation's Common Stock to stockholders of record on the close of business on
December 28, 2000 (the "Dividend Date"). Each Right will allow the registered
holder to purchase from the Corporation a unit consisting of one one-hundredth
of a share (a "Unit") of Series B Junior Participating Preferred Stock, par
value $.001 per share (the "Preferred Stock"), at a purchase price of $75.00 per
Unit, once the Rights become exercisable. The description and terms of the
Rights are set forth in a Rights Agreement (the "Rights Agreement") between the
Corporation and U.S. Stock Transfer Corporation, as Rights Agent.
CERTIFICATES. Initially, the Rights will be attached to all Common
Stock certificates representing shares then outstanding, and no separate Rights
Certificates will be distributed. Subject to extension by the Board of Directors
in certain circumstances, the Rights will separate from the Common Stock and a
distribution date (the "Distribution Date") will occur upon the earlier of (i)
ten (10) days following a public announcement that a person or group of
affiliated or associated persons (an "Acquiring Person") has acquired, or
obtained the right to acquire, beneficial ownership of twenty percent (20%) or
more of the outstanding shares of Common Stock (the "Stock Acquisition Date");
or (ii) ten (10) business days following the commencement of a tender offer or
exchange offer that would result in a person or group beneficially owning twenty
percent (20%) or more of the outstanding shares of Common Stock. Until the
Distribution Date, (i) the Rights will be evidenced by the Common Stock
certificates and will be transferred with and only with such Common Stock
certificates; (ii) new Common Stock certificates issued will contain a notation
incorporating the Rights Agreement by reference; and (iii) the surrender for
transfer of any certificates for Common Stock outstanding will also constitute
the transfer of the Rights associated with the Common Stock represented by such
certificate. The firm of Ingalls & Snyder, LLC is excluded from the definition
of "Acquiring Person" so long as (i) it is eligible to report its stock
ownership on SEC Schedule 13G and (ii) does not hold the stock with a purpose or
effect of changing or influencing control of the Corporation. If Ingalls &
Snyder, LLC, together with its affiliates and associated persons, becomes the
owner of twenty-five percent (25%) or more of the Common Stock of the
Corporation then outstanding, then Ingalls & Snyder, LLC shall be deemed to be
an Acquiring Person.
EXPIRATION AND EXERCISE. The Rights are not exercisable until the
Distribution Date and will expire at the close of business on December 13, 2010,
unless earlier redeemed by the Corporation as described below.
As soon as practicable after the Distribution Date, Rights Certificates
will be mailed to holders of record of the Common Stock as of the close of
business on the Distribution Date and, thereafter, the separate Rights
Certificates will represent the Rights. Except as otherwise determined by the
Board of Directors, only shares of Common Stock issued prior to the Distribution
Date will be issued with Rights.
"FLIP-IN". In the event that, at any time following the Dividend Date,
(i) the Corporation is the surviving corporation in a merger with an Acquiring
Person and its Common Stock is not changed or exchanged; (ii) a Person becomes
an Acquiring Person; (iii) an Acquiring Person engages in one or more
"self-dealing" transactions as set forth in the Rights Agreement; or (iv) during
such time as there is an Acquiring Person, an event occurs which results in such
Acquiring Person's ownership interest being increased by more than one-half of
one percent (.50%) (e.g., a
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reverse stock split), each holder of a Right will thereafter have the right to
receive, upon exercise, Common Stock (or, in certain circumstances, cash,
property or other securities of the Corporation) having a value equal to two
times the exercise price of the Right. Notwithstanding any of the foregoing,
following the occurrence of any of the events set forth in this paragraph, all
Rights that are, or (under certain circumstances specified in the Rights
Agreement) were, beneficially owned by any Acquiring Person will be null and
void.
For example, at an exercise price of $75.00 per Right, each Right not
owned by an Acquiring Person (or by certain related parties) following an event
set forth in the preceding paragraph would entitle its holder to purchase
$150.00 worth of Common Stock (or other consideration, as noted above) for
$75.00. Assuming that the Common Stock had a per share value of $15.00 at such
time, the holder of each valid Right would be entitled to purchase ten (10)
shares of Common Stock for $75.00.
PERMITTED OFFER. A tender or exchange offer for all outstanding Common
Stock at a price and on terms determined by the Board of Directors prior to the
purchase to be adequate and in the best interests of the Corporation and its
stockholders (other than the Acquiring Person) is a Permitted Offer under the
Rights Agreement. A Permitted Offer does not trigger the right to purchase
Common Stock of the Corporation described above in the paragraph captioned
"Flip-In."
"FLIP-OVER". In the event that, at any time following the Stock
Acquisition Date, (i) the Corporation is acquired in a merger or other business
combination transaction in which the Corporation is not the surviving
corporation; or (ii) 50% or more of the Corporation's assets or earning power is
sold or transferred, each holder of a Right (except Rights which previously have
been voided as set forth above) shall thereafter have the right to receive, upon
exercise, common stock of the acquiring company having a value equal to two
times the exercise price of the Right. The events set forth in this paragraph
and in the second preceding paragraph are referred to as the "Triggering
Events."
EXCHANGE FEATURE. At any time after any Person becomes an Acquiring
Person and prior to the acquisition by such person or group of 50% or more of
the outstanding Common Stock, the Board of Directors may exchange the Rights
(other than Rights owned by such Person or group which will have become void),
in whole or in part, for Common Stock having a value equal to the exercise price
(as adjusted) of the Right exchanged (or a combination of cash, property, Common
Stock or other securities having an equal value).
ADJUSTMENT FOR DILUTION. The purchase price payable, and the number of
Units of Preferred Stock 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 Stock; (ii) if holders of the Preferred Stock
are granted certain rights or warrants to subscribe for Preferred Stock or
convertible securities at less than the current market price of the Preferred
Stock; or (iii) upon the distribution to holders of the Preferred Stock of
evidences of indebtedness or assets (excluding regular cash dividends) or of
subscription rights or warrants (other than those referred to above).
With certain exceptions, no adjustment in the purchase price will be
required until cumulative adjustments amount to at least 1% of the purchase
price. No fractional Units will be issued and, in lieu thereof, an adjustment in
cash will be made based on the market price of the Preferred Stock on the last
trading date prior to the date of exercise.
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REDEMPTION. At any time until ten days following the Stock Acquisition
Date, the Corporation may redeem the Rights in whole, but not in part, at a
price of $.001 per Right. After the redemption period has expired, the
Corporation's right of redemption may be reinstated if an Acquiring Person
reduces his beneficial ownership to less than twenty percent (20%) of the
outstanding shares of the Common Stock in a transaction or series of
transactions not involving the Corporation. Immediately upon the action of the
Board of Directors ordering redemption of the Rights, the Rights will terminate
and the only right of the holders of Rights will be to receive the $.001
redemption price. Rights are not exercisable while subject to redemption.
STOCKHOLDER RIGHTS. Until a Right is exercised, the holder thereof, as
such, will have no rights as a stockholder of the Corporation, including,
without limitation, the right to vote or to receive dividends. While the
distribution of the Rights will not be taxable to stockholders or to the
Corporation, stockholders may, depending upon the circumstances, recognize
taxable income in the event that the Rights become exercisable for Common Stock
(or other consideration) of the Corporation or for common stock of the acquiring
company as set forth above.
AMENDMENTS. Any of the provisions of the Rights Agreement may be
amended by the Board of Directors of the Corporation prior to the Distribution
Date. After the Distribution Date, the provisions of the Rights Agreement may be
amended by the Board in order to cure any ambiguity, to make changes which do
not adversely affect the interests of holders of Rights (excluding the interests
of any Acquiring Person), or to shorten or lengthen any time period under the
Rights Agreement; provided, however, that no amendment to adjust the time period
governing redemption shall be made at such time as the Rights are not
redeemable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
3.1 Certificate of Designation of Rights, Preferences and
Privileges of Series B Junior Participating Preferred Stock of
NeoTherapeutics, Inc.(1)
4.1 Rights Agreement, dated as of December 13, 2000, between
NeoTherapeutics, Inc. and U.S. Stock Transfer Corporation, as
Rights Agent, which includes as Exhibit A thereto the form of
Certificate of Designation for the Series B Junior
Participating Preferred Stock, as Exhibit B thereto the Form
of Rights Certificate and as Exhibit C thereto a Summary of
Terms of Stockholder Rights Plan.(1)
99.1 Press release, dated December 15, 2000.
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(1) Incorporated herein by reference to the same numbered exhibit to
Registrant's Form 8-A dated December 21, 2000.
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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.
NEOTHERAPEUTICS, INC.
December 21, 2000 /s/ Samuel Gulko
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Samuel Gulko
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
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3.1 Certificate of Designation of Rights, Preferences and
Privileges of Series B Junior Participating Preferred Stock of
NeoTherapeutics, Inc.(1)
4.1 Rights Agreement, dated as of December 13, 2000, between
NeoTherapeutics, Inc. and U.S. Stock Transfer Corporation, as
Rights Agent, which includes as Exhibit A thereto the form of
Certificate of Designation for the Series B Junior
Participating Preferred Stock, as Exhibit B thereto the Form
of Rights Certificate and as Exhibit C thereto a Summary of
Terms of Stockholder Rights Plan.(1)
99.1 Press release, dated December 15, 2000.
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(1) Incorporated herein by reference to the same numbered exhibit to
Registrant's Form 8-A dated December 21, 2000.
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