<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM 8-A/A
AMENDMENT
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
-------------
Amendment No. 1
U.S. Bioscience, Inc.
---------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 23-2460100
------------------------------ ------------------------------
(State of Incorporation (I.R.S. Employer
or Organization) Identification No.)
One Tower Bridge
100 Front Street
West Conshohocken, Pennsylvania 14428
--------------------------------------------- --------------------
(Address and Telephone Number of (Zip Code)
Principal Executive Offices)
If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A(c)(1) please
check the following box. [_]
If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a
concurrent registration statement under 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
------------------------------ ------------------------------
Preferred Stock Purchase American Stock Exchange
Rights ("AMEX")
Securities to be registered pursuant to Section 12(g) of the Act:
None
---------------------------------------------------------------------------
(Title of Class)
<PAGE>
<PAGE>
Item 1. Description of Securities to be Registered.
------------------------------------------
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 "Acquiring Person") and (ii) the tenth
business day (or such later date as may be determined
NYFS02...:\09\78509\0002\1196\FRM7065R.270
<PAGE>
<PAGE>
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 reason of clause (i) or
(ii) above shall become an Acquiring Person upon acquisition of an
<PAGE>
<PAGE>
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 other series of the Company's
preferred stock. The Preferred Stock may not be issued
<PAGE>
<PAGE>
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.
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
<PAGE>
<PAGE>
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 (such
market value to be determined with reference to the market value of
the Company's Common Stock as provided in the Rights Agreement).
<PAGE>
<PAGE>
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 the Rights as such. Amendments to the Rights
Agreement from and after the time that any
<PAGE>
<PAGE>
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 Stock,
as Exhibit B the form of Right Certificate and as Exhibit C the form
of Certificate of
<PAGE>
<PAGE>
Designations of the Company setting forth the terms of the Preferred
Stock are incorporated herein by reference to the Company's Current
Report on Form 8-K dated the date hereof. The foregoing description
of the Rights is qualified by reference to such exhibits.
<PAGE>
<PAGE>
Item 2. 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).
2. Letter to Stockholders, dated June 7, 1995
(Incorporated by reference to the Company's Form 8-A,
dated June 7, 1995).
<PAGE>
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned hereunto duly
authorized.
U.S. BIOSCIENCE, INC.
By: /s/ Robert I. Kriebel
-------------------------------------
Name: Robert I. Kriebel
Title: Senior Vice President
July 20, 1995
<PAGE>
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
---------- ----------- ----
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).
2. Letter to Stockholders, dated June 7, 1995
(Incorporated by reference to the Company's Form 8-A,
dated June 7, 1995).
