SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
Form 8-A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ALLERGAN, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-1622442
(State of incorporation or organization) (IRS Employer Identification No.)
2525 Dupont Drive, Irvine, California 92715
(Address of principal executive offices) (Zip Code)
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
Rights to Purchase
Series A Participating Preferred
Stock (regular way and when issued) New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Application for Registration
on Form 8-A, dated June 9, 1989, as set forth in the pages attached hereto:
1. Item 1. Description of Securities to be Registered
2. Item 2. Exhibits.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
ALLERGAN, INC.
By: /s/ Susan J. Glass
Susan J. Glass, Esq.
Assistant Secretary
Date: February 22, 1994
<PAGE>
DESCRIPTION OF SECURITIES TO BE REGISTERED
(1) Item 1 of the registrant's Application for Registration of Certain
Classes of Securities on Form 8-A, dated June 9, 1989, is amended to add
the following paragraphs to the end thereof:
"The Company and the Rights Agent have executed and delivered
Amendment No. 1, dated as of September 28, 1993, to the Rights
Agreement between Allergan, Inc. and Morgan Shareholder Services
Trust Company (incorporated by reference to Exhibit 4.2 of
Amendment No. 1 to the Company's Form S-1, file number 33-
28855, filed with the Commission on June 8, 1989) (the
"Agreement").
The effect of Amendment No. 1 is (a) to change the name of the
Rights Agent to "First Chicago Trust Company of New York" from
"Morgan Shareholder Services Trust Company"; (b) to shorten the
duration of the Agreement through the re-definition of the term
"Final Expiration Date" to mean the date of the annual meeting of
stockholders in 1997 (the "1997 Meeting"), unless a majority of the
votes cast at the 1997 Meeting shall vote affirmatively to extend the
term of the Agreement to the date of the annual meeting of
stockholders in the year 2000 (the "2000 Meeting"), in which case
the "Final Expiration Date" shall be extended to the 2000 Meeting;
and (c) to require a special shareholder meeting for the submission
of a motion for the redemption of rights issued pursuant to Section
3(a) and (b) of the Agreement to a binding shareholder vote if (x) an
Offer (as defined in Section 3 of the Amendment) is made for all of
the Company's shares, and (y) within 60 days after such an Offer is
made, the Board of Directors has not redeemed all of the then-
outstanding rights or approved a financially-superior alternative
transaction.
(2) Item 2 of the Application is amended to add the following at the end
of Section 6(d):
Amendment No. 1, dated as of September 28, 1993, to the Rights
Agreement between Allergan, Inc. and Morgan Shareholder Services
Trust Company (incorporated by reference to Exhibit 4.2 of
Amendment No. 1 to the Company's Form S-1, file number 33-
28855, filed with the Commission on June 8, 1989), filed as Exhibit
1 hereto.
<PAGE>
Exhibit Number Exhibit
1. Amendment No. 1 dated as of September 28, 1993,
between Allergan, Inc. and First Chicago Trust
Company of New York, as Rights Agent.
<PAGE>
EXHIBIT NO. 1
<PAGE>
AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT, dated as of September 28, 1993, to the Rights Agreement
dated as of May 18, 1989 by and between Allergan Inc., a Delaware
corporation (the "Company"), and First Chicago Trust Company of New York,
a New York corporation, as rights agent (the "Rights Agent").
WHEREAS, the name of the Rights Agent was changed to "First Chicago
Trust Company of New York"; and
WHEREAS, the Company and the Rights Agent have heretofore executed
and entered into the Rights Agreement, and, pursuant to the Rights
Agreement, the Company and the Rights Agent may from time to time
supplement or amend the Rights Agreement in accordance with the provisions
of Section 27 thereof; and
WHEREAS, acts and things necessary to make this Amendment a valid
agreement according to its terms have been done and performed, and the
execution and delivery of this Amendment by the Company and the Rights
Agent have been in all respects duly authorized by the Company and the
Rights Agent.
NOW THEREFORE, in consideration of the foregoing premises and
mutual agreements set forth in the Rights Agreement and this Amendment,
the parties hereby agree as follows:
1. The first paragraph of the Rights Agreement is hereby amended to
read as follows:
"This Agreement, dated as of May 18, 1989, between ALLERGAN, INC., a
Delaware corporation (the "Company"), and FIRST CHICAGO TRUST
COMPANY OF NEW YORK, a New York corporation (the "Rights
Agent")..."
2. Section 7(a) of the Rights Agreement is hereby amended to read as
follows:
First, clause (i) of the first sentence of Section 7(a) shall read in its
entirety as follows:
"The close of business on the Final Expiration Date (as such term is
hereinafter defined)."
<PAGE>
Second, the following sentence shall be added after the first sentence
of Section 7(a):
"The Final Expiration Date shall mean the date of the annual
meeting of stockholders in 1997 (the "1997 Meeting"), unless a
proposal requiring extension of the Final Expiration Date to the
annual meeting of stockholders in the year 2000 (the "2000
Meeting") shall have received the affirmative vote of a majority of
the shares voting thereon at the 1997 Meeting, in which case the
Final Expiration Date shall be extended to the 2000 Meeting."
3. Section 24 of the Rights Agreement is hereby amended to read as
follows:
First, the following sentence shall be added after the title of
Section 24:
"The Rights may be redeemed by action of the Board of Directors
pursuant to subsection (a)(i) or (a)(ii) of this Section 24 or by
Stockholder action pursuant to subsection (a)(iii) of this Section 24
and shall not be redeemed in any other manner."
Second, the following subsection (a)(iii) shall be added after subsection
(a)(ii) of Section 24:
"(iii) (1) In the event (i) the Company receives an Offer from
any Offeror (as such terms are hereinafter defined), and (ii) within 60 days
after such receipt (such sixtieth day being referred to herein as the "Offer
Date"), the Board of Directors has not either (x) redeemed all but not less
than all of the then outstanding Rights or (y) approved an alternative
transaction which the Board of Directors has determined to be financially
superior for the holders of shares of Common Stock other than the Offeror
and its Affiliates, then the Board of Directors shall call a special meeting
of stockholders (the "Special Meeting") for the purpose of voting on a
precatory resolution requesting the Board of Directors to accept such Offer,
as such Offer may be amended or revised by the Offeror from time to time to
increase the price per share to be paid to holders of shares of Common Stock
(the "Resolution"). The Board of Directors shall select a date for the
Special Meeting and shall use its best efforts to ensure that the Special
Meeting actually be held on such date, which date shall be not later than
the later of (A) the earliest date after the Offer Date on which it is
reasonably practicable to arrange a Special Meeting and (B) the date of
any meeting of stockholders
<PAGE>
already scheduled as of the Offer Date; provided, however, that if (x) such
other meeting shall have been called for the purpose of voting on a precatory
resolution with respect to another Offer and (y) the Offer Date shall be not
later than 15 days after the date such other Offer was received by the
Company, then both the Resolution and such other resolution shall be voted
on at such meeting and such meeting shall be deemed to be the Special
Meeting. The Board of Directors shall set a date for determining the
stockholders of record entitled to notice of and to vote at the Special
Meeting in accordance with the Company's Certificate of Incorporation and
By-Laws and with applicable law. At the Offeror's request, the Company
shall include in any proxy soliciting material prepared by it in connection
with the Special Meeting proxy soliciting material submitted by the Offeror;
provided, however, that the Offeror shall by written agreement with the
Company contained in or delivered with such request have indemnified the
Company against any and all liabilities resulting from any misstatements,
misleading statements and omissions contained in the Offeror's proxy
soliciting material and have agreed to pay the Company's incremental costs
incurred as a result of including such material in the Company's proxy
soliciting material. Notwithstanding the foregoing, no Special Meeting
shall be held from and after such time as any Person becomes an Acquiring
Person, and any Special Meeting scheduled prior to such time and not
theretofore held shall be cancelled.
(2) If at the Special Meeting the Resolution receives the
affirmative vote of a majority of the Voting Power outstanding as of the
record date of the Special Meeting, then all of the Rights shall be redeemed
by such stockholder action at the Redemption Price, effective immediately
prior to the consummation of any tender or exchange offer (provided that
such offer is consummated prior to 60 days after the date of the Special
Meeting) pursuant to which any Person offers to purchase all of the shares of
Common Stock held by Persons other than such Person and its Affiliates at a
price per share in cash and/or at an exchange ratio which is financially
superior to the cash price and/or the exchange ratio contained in the
Resolution approved at the Special Meeting; provided, however, that the
Rights shall not be redeemed at any
time from and after such time as any Person becomes an Acquiring Person.
(3) Nothing contained in this subsection (iii) of this
Section 24 shall be deemed to be in derogation of the obligation of the
Board of Directors of the Company to exercise its fiduciary duty. Without
limiting the foregoing, nothing contained herein shall be construed to
suggest or imply that the Board of Directors shall not be entitled to
reject any Offer, or
<PAGE>
to recommend that holders of shares of Common Stock reject any tender or
exchange offer, or to take any other action (including, without limitation,
the commencement, prosecution, defense or settlement of any litigation and
the submission of additional or alternative Offers or other proposals to the
Special Meeting) with respect to any Offer or any tender or exchange offer
that the Board of Directors believes is necessary or appropriate in the
exercise of such fiduciary duty.
(4) Nothing in this subsection (iii) of this Section 24 shall
be construed as limiting or prohibiting the Company or any Offeror from
proposing or engaging, at any time, in any acquisition, disposition or other
transfer of any securities of the Company, any merger or consolidation
involving the Company, any sale or other transfer of assets of the Company,
any liquidation, dissolution or winding-up of the Company, or any other
business combination or other transaction, or any other action by the
Company or such Offeror; provided, however, that the holders of Rights
shall have the rights set forth in this Agreement with respect to any such
acquisition, disposition, transfer, merger, consolidation, sale, liquidation,
dissolution, winding-up, business combination, transaction or action.
(5) An "Offer" shall mean a written proposal delivered to the Company
by any Person (an "Offeror"), which proposal:
(A) provides for the acquisition at the same price of
all of the outstanding shares of Common Stock held by any Person
other than the Offeror and its Affiliates;
(B) if an offer all or partially for cash consideration,
states that the Offeror has obtained written financing commitments
from recognized financing sources, and/or has on hand cash or cash
equivalents, for the full amount of all financing necessary to
consummate the Offer;
(C) if an offer all or partially for consideration other
than cash, (i) provides for any non-cash consideration to consist only
of securities which are listed and trading on the New York Stock
Exchange and (ii) is determined by the Board of Directors of the
Company to be one of a series of transactions which will provide
tax-deferred treatment for the holders of shares of Common Stock
other than the Offeror and its Affiliates;
<PAGE>
(D) is not subject to any financing, funding or
similar condition, nor any condition relating to completion of or
satisfaction with any due diligence or similar investigation and
otherwise provides for usual and customary terms and conditions;
and
(E) requests the Company to call a special meeting
of the holders of Common Stock for the purpose of voting on a
precatory resolution requesting the Board of Directors to accept such
Offer and contains a written agreement of the Offeror to pay (or
share with any other Offeror) at least one-half of the Company's
costs of such special meeting (exclusive of the Company's costs of
preparing and mailing proxy material for its own solicitation)."
Third, the first sentence of Subsection 24(b) shall be amended to
read in its entirety as follows:
"In the case of a redemption permitted under Section 24(a)(i) or
Section 24(a)(iii), immediately upon the action of the Board of
Directors of the Company ordering the redemption of the Rights
pursuant to Section 24(a)(i), or upon the effectiveness of the
redemption of the Rights pursuant to Section 24(a)(iii), evidence of
which shall have been filed with the Rights Agent, and without any
further action and without any notice, the right to exercise the Rights
will terminate and the only right thereafter of the holders of Rights
shall be to receive the Redemption Price."
Fourth, the third sentence of Subsection 24(b) shall be amended to
add the following after the words "Within ten days after the action of the
Board of Directors ordering any such redemption":
"pursuant to Section 24(a)(i) or (ii) or the effectiveness of the
redemption of the Rights pursuant to Section 24(a)(iii)"
Fifth, the sixth sentence of subsection 24(b) shall be amended to add
the following after the reference therein to Section 24(a)(i) or (ii):
"or (iii)"
4. The second sentence of Section 26 is hereby amended so that the
address shall read in its entirety as follows:
<PAGE>
"First Chicago Trust Company of New York
P.O.B. 2532, Mail Suite 4690
Jersey City, New Jersey
07303-2532
Attention: Client Administration"
5. Section 28 of the Rights Agreement is hereby amended so that the
parenthetical clause in the penultimate sentence thereof shall read in its
entirety as follows:
"(including, subject to Section 24(a)(iii), a determination to redeem
or not redeem the Rights or to amend the Agreement)".
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
<PAGE>
to be duly executed and their respective corporate seals to be hereunto
affixed and attested, all as of the day and year first above written.
ALLERGAN, INC.
By:
Name:
Title:
ATTEST:
Name:
Title:
FIRST CHICAGO TRUST COMPANY
OF NEW YORK
By:
Name:
Title:
ATTEST:
Name:
Title:
