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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
AMENDMENT TO
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Amendment No. 1
Date of Report (Date of Earliest Event Reported): May 19, 1995
U.S. Bioscience, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-10392 23-2460100
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(Commission File Number) (I.R.S. Employer
Identification No.)
One Tower Bridge
100 Front Street
West Conshohocken, Pennsylvania 14428
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(Address of Principal Executive Offices) (Zip Code)
(215) 832-0570
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
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Adoption of Stockholder Rights Plan
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On May 19, 1995, the Board of Directors of the Company
declared a dividend of one Preferred Stock Purchase Right (the
"Right(s)") for each outstanding share of Common Stock, par value
$0.005 per share (the "Common Stock"), of the Company. The dividend
is payable as of May 29, 1995 to stockholders of record on that date.
Each Right entitles the registered holder to purchase from the Company
one one-hundredth (1/100) of a share of a new series of preferred
shares of the Company, designated as Series A Junior Preferred Stock
("Preferred Stock"), at a price of $15 per one one-hundredth (1/100)
of a share (the "Exercise Price"), subject to certain adjustments.
The description and terms of the Rights are set forth in a Rights
Agreement, dated as of May 19, 1995 (the "Rights Agreement"), between
the Company and Chemical Mellon Shareholder Services L.L.C., as Rights
Agent ("Rights Agent").
Initially the Rights will not be exercisable, certificates
will not be sent to stockholders, and the Rights will automatically
trade with the Common Stock.
The Rights, unless earlier redeemed by the Board of
Directors, become exercisable upon the close of business on the day
(the "Distribution Date") which is the earlier of (i) the tenth day
following a public announcement that a person or group of affiliated
or associated persons, with certain exceptions set forth below, has
acquired beneficial ownership of 15% or more of the outstanding voting
stock of the Company (an
NYFS02...:\09\78509\0002\1196\FRM7065R.480
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"Acquiring Person") and (ii) the tenth business day (or such later
date as may be determined by the Board of Directors prior to such time
as any person or group of affiliated or associated persons becomes an
Acquiring Person) after the date of the commencement or announcement
of a person's or group's intention to commence a tender or exchange
offer the consummation of which would result in the ownership of 30%
or more of the Company's outstanding voting stock (even if no shares
are actually purchased pursuant to such offer); prior thereto, the
Rights would not be exercisable, would not be represented by a
separate certificate, and would not be transferable apart from the
Company's Common Stock, but will instead be evidenced, with respect to
any of the Common Stock certificates outstanding as of May 29, 1995,
by such Common Stock certificate with a copy of this Summary of Rights
attached thereto. An Acquiring Person does not include (A) the
Company, (B) any subsidiary of the Company, (C) any employee benefit
plan or employee stock plan of the Company or of any subsidiary of the
Company, or any trust or other entity organized, appointed,
established or holding Common Stock for or pursuant to the terms of
any such plan or (D) any person or group whose ownership of 15% or
more of the shares of voting stock of the Company then outstanding
results solely from (i) any action or transaction or transactions
approved by the Board of Directors before such person or group became
an Acquiring Person or (ii) a reduction in the number of issued and
outstanding shares of voting stock of the Company pursuant to a
transaction or transactions approved by the Board of Directors
(provided that any person or group that does not become an Acquiring
Person by
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reason of clause (i) or (ii) above shall become an Acquiring Person
upon acquisition of an additional 1% of the Company's voting stock
unless such acquisition of additional voting stock will not result in
such person or group becoming an Acquiring Person by reason of such
clause (i) or (ii)).
Until the Distribution Date (or earlier redemption or
expiration of the Rights), new Common Stock certificates issued after
May 29, 1995 will contain a legend incorporating the Rights Agreement
by reference. Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender for transfer of any of the
Company's Common Stock certificates outstanding as of May 29, 1995
with or without a copy of the Summary of Rights attached, will also
constitute the transfer of the Rights associated with the Common Stock
represented by such certificate. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Company's
Common Stock as of the close of business on the Distribution Date and
such separate certificates alone will evidence the Rights from and
after the Distribution Date.
The Rights are not exercisable until the Distribution Date.
The Rights will expire at the close of business on May 19, 2005,
unless earlier redeemed by the Company as described below.
The Preferred Stock is non-redeemable and, unless otherwise
provided in connection with the creation of a subsequent series of
preferred stock, subordinate to any
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other series of the Company's preferred stock. The Preferred Stock
may not be issued except upon exercise of Rights. Each share of
Preferred Stock will be entitled to receive when, as and if declared,
a quarterly dividend in an amount equal to the greater of $1.00 per
share and 100 times the cash dividends declared on the Company's
Common Stock. In addition, the Preferred Stock is entitled to 100
times any non-cash dividends (other than dividends payable in equity
securities) declared on the Common Stock, in like kind. In the event
of liquidation, the holders of Preferred Stock will be entitled to
receive for each share of Series A Preferred Stock, a liquidation
payment in an amount equal to the greater of $1,500 or 100 times the
payment made per share of Common Stock. Each share of Preferred Stock
will have 100 votes, voting together with the Common Stock. In the
event of any merger, consolidation or other transaction in which
Common Stock is exchanged, each share of Preferred Stock will be
entitled to receive 100 times the amount received per share of Common
Stock. The rights of Preferred Stock as to dividends, liquidation and
voting are protected by anti-dilution provisions.
The number of shares of Preferred Stock issuable upon
exercise of the Rights is subject to certain adjustments from time to
time in the event of a stock dividend on, or a subdivision or
combination of, the Common Stock. The Exercise Price for the Rights
is subject to adjustment in the event of extraordinary distributions
of cash or other property to holders of Common Stock.
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Unless the Rights are earlier redeemed or the transaction is
approved by the Board of Directors and the Continuing Directors, in
the event that, after the time that the Rights become exercisable, the
Company were to be acquired in a merger or other business combination
(in which any shares of the Company's Common Stock are changed into or
exchanged for other securities or assets) or more than 50% of the
assets or earning power of the Company and its subsidiaries (taken as
a whole) were to be sold or transferred in one or a series of related
transactions, the Rights Agreement provides that proper provision will
be made so that each holder of record of a Right will from and after
such date have the right to receive, upon payment of the Exercise
Price, that number of shares of common stock of the acquiring company
having a market value at the time of such transaction equal to two
times the Exercise Price. In addition, unless the Rights are earlier
redeemed, if a person or group (with certain exceptions) becomes the
beneficial owner of 15% or more of the Company's voting stock (other
than pursuant to a tender or exchange offer (a "Qualifying Tender
Offer") for all outstanding shares of Common Stock that is approved by
the Board of Directors, after taking into account the long-term value
of the Company and all other factors they consider relevant in the
circumstances), the Rights Agreement provides that proper provision
will be made so that each holder of record of a Right, other than the
Acquiring Person (whose Rights will thereupon become null and void),
will thereafter have the right to receive, upon payment of the
Exercise Price, that number of shares of the Company's Preferred Stock
having a market value at the time of the transaction equal to two
times the Exercise Price
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(such market value to be determined with reference to the market value
of the Company's Common Stock as provided in the Rights Agreement).
Fractions of shares of Preferred Stock (other than fractions
that are integral multiples of one one-hundredth (1/100) of a share)
may, at the election of the Company, be evidenced by depositary
receipts. The Company may also issue cash in lieu of fractional
shares which are not integral multiples of one one-hundredth (1/100)
of a share.
At any time on or prior to the close of business on the
tenth day after the time that a person has become an Acquiring Person
(or such later date as a majority of the Board of Directors and a
majority of the Continuing Directors (as defined in the Rights
Agreement) may determine), the Company may redeem the Rights in whole,
but not in part, at a price of $.001 per Right ("Redemption Price").
The Rights may be redeemed after the time that any Person has become
an Acquiring Person only if approved by a majority of the Continuing
Directors. Immediately upon the effective time of the action of the
Board of Directors of the Company authorizing redemption of the
Rights, the right to exercise the Rights will terminate and the only
right of the holders of the Rights will be to receive the Redemption
Price.
For as long as the Rights are then redeemable, the Company
may, except with respect to the redemption price or date of expiration
of the Rights, amend the Rights in any manner, including an amendment
to extend the time period in which the Rights may be redeemed. At any
time when the Rights are not then redeemable, the Company may amend
the Rights in any manner that does not materially adversely affect the
interests of holders of
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the Rights as such. Amendments to the Rights Agreement from and after
the time that any Person becomes an Acquiring Person requires the
approval of a majority of the Continuing Directors (as provided in the
Rights Agreement).
Until a Right is exercised, the holder, as such, will have
no rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends.
As of March 15, 1995 there were 40,770,780 shares of Common
Stock issued and outstanding (and 7,341,342 and 1,096,634 shares
reserved for issuance under the Company's existing stock option plans
and warrants, respectively). 500,000 shares of Preferred Stock have
been reserved for issuance upon exercise of the Rights.
The Rights have certain anti-takeover effects. The Rights
will cause substantial dilution to a person or group who 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 since they may be redeemed
by the Company at $.001 per Right at any time until the close of
business on the tenth day (or such later date as described above)
after a person or group has obtained beneficial ownership of 15% or
more of the voting stock.
The form of Rights Agreement between the Company and
Chemical Mellon Shareholder Services, L.L.C., as rights agent,
specifying the terms of the Rights, which includes as Exhibit A the
form of Summary of Rights to Purchase Series A Junior Preferred
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Stock, as Exhibit B the form of Right Certificate and as Exhibit C the
form of Certificate of Designations of the Company setting forth the
terms of the Preferred Stock are attached hereto as exhibits and
incorporated herein by reference. The foregoing description of the
Rights is qualified by reference to such exhibits.
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Item 7. Financial Statements, Pro Forma Financial
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Information and Exhibits.
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(c) Exhibits.
1. Rights Agreement dated as of May 19, 1995 between U.S.
Bioscience, Inc. and Chemical Mellon Shareholder
Services L.L.C. as Rights Agent (Incorporated by
reference to the Company's Form 8-K, dated May 19,
1995). The Rights Agreement includes as Exhibit B the
form of Right Certificate and as Exhibit C the form of
Certificate of Designations.
2. Press Release, dated May 19, 1995 (Incorporated by
reference to the Company's Form 8-K, dated May 19,
1995).
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SIGNATURES
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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 hereunto duly authorized.
U.S. BIOSCIENCE, INC.
By: /s/ Robert I. Kriebel
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Name: Robert I. Kriebel
Title: Senior Vice President
July 20, 1995
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EXHIBIT INDEX
Exhibit No. Description Page
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1. Rights Agreement dated as of May 19, 1995 between
U.S. Bioscience, Inc. and Chemical Mellon
Shareholder Services L.L.C. as Rights Agent
(Incorporated by reference to the Company's Form
8-K, dated May 19, 1995). The Rights Agreement
includes as Exhibit B the form of Right
Certificate and as Exhibit C the form of
Certificate of Designations.
2. Press Release, dated May 19, 1995 (Incorporated by
reference to the Company's Form 8-K, dated May 19,
1995).
