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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Allergan, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 95-1622442
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(State of incorporation or organization) (IRS Employer Identification No.)
2525 Dupont Drive, Irvine, California 92612
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(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
debt securities and is debt securities and is to
effective upon filing become effective simultaneously
pursuant to General Instruction with the effectiveness of a
A(c)(i) please check the concurrent registration
following box. [ ] 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
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Preferred Share Purchase Rights New York Stock Exchange, Inc.
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Securities to be Registered.
On January 25, 2000 the Board of Directors of Allergan, Inc.
(the "Company") adopted a Stockholder Rights Plan.
In connection with the Rights Plan, the Board of Directors of
the Company declared a dividend of one preferred share purchase right (the
"Rights") for each outstanding share of common stock, par value $.01 per share
(the "Common Shares"), of the Company outstanding at the close of business on
February 18, 2000 (the "Record Date"). Each Right will entitle the registered
holder thereof, after the Rights become exercisable and until February 18, 2010
(or the earlier redemption, exchange or termination of the Rights), to purchase
from the Company one one-hundredth (1/100th) of a share of Series A Junior
Participating Preferred Stock, par value $.01 per share (the "Preferred
Shares"), at a price of $300.00 per one one-hundredth (1/100th) of a Preferred
Share, subject to certain anti-dilution adjustments (the "Purchase Price").
Until the earlier to occur of (i) ten (10) days following a public announcement
that a person or group of affiliated or associated persons has acquired, or
obtained the right to acquire, beneficial ownership of 15% or more of the Common
Shares (an "Acquiring Person") or (ii) ten (10) business days (or such later
date as may be determined by action of the Board of Directors prior to such time
as any person or group of affiliated persons becomes an Acquiring Person)
following the commencement or announcement of an intention to make a tender
offer or exchange offer the consummation of which would result in the beneficial
ownership by a person or group of 15% or more of the Common Shares (the earlier
of (i) and (ii) being called the "Distribution Date"), the Rights will be
evidenced, with respect to any of the Common Share certificates outstanding as
of the Record Date, by such Common Share certificate. The Rights will be
transferred with and only with the Common Shares until the Distribution Date or
earlier redemption or expiration of the Rights. As soon as practicable following
the Distribution Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Common Shares as of
the close of business on the Distribution Date and such separate Right
Certificates alone will evidence the Rights. The Rights will at no time have any
voting rights.
Each Preferred Share purchasable upon exercise of the Rights
will be entitled, when, as and if declared, to a minimum preferential quarterly
dividend payment of $1.00 per share but will be entitled to an aggregate
dividend of 100 times the dividend, if any, declared per Common Share. In the
event of liquidation, dissolution or winding up of the Company, the holders of
the Preferred Shares will be entitled to a preferential liquidation payment of
$100 per share plus any accrued but unpaid dividends but will be entitled to an
aggregate payment of 100 times the payment made per Common Share. Each Preferred
Share will have 100 votes and will vote together with the Common Shares.
Finally, in the event of any merger, consolidation or other transaction in which
Common Shares are exchanged, each Preferred Share will be entitled to receive
100 times the amount received per Common Share. Preferred Shares will not be
redeemable. These Rights are protected by customary anti-dilution provisions.
Because of the nature of the Preferred Share's dividend, liquidation and voting
rights, the value of one one-hundredth of a Preferred Share purchasable upon
exercise of each Right should approximate the value of one Common Share.
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In the event that a Person becomes an Acquiring Person or if
the Company were the surviving corporation in a merger with an Acquiring Person
or any affiliate or associate of an Acquiring Person and the Common Shares were
not changed or exchanged, each holder of a Right, other than Rights that are or
were acquired or beneficially owned by the Acquiring Person (which Rights will
thereafter be void), will thereafter have the right to receive upon exercise
that number of Common Shares having a market value of two times the then current
Purchase Price of one Right. In the event that, after a person has become an
Acquiring Person, the Company were acquired in a merger or other business
combination transaction or more than 50% of its assets or earning power were
sold, proper provision shall be made so that each holder of a Right shall
thereafter have the right to receive, upon the exercise thereof at the then
current Purchase Price of the Right, that number of shares of common stock of
the acquiring company which at the time of such transaction would have a market
value of two times the then current Purchase Price of one Right.
At any time after a Person becomes an Acquiring Person and
prior to the earlier of one of the events described in the last sentence in the
previous paragraph or the acquisition by such Acquiring Person of 50% or more of
the then outstanding Common Shares, the Board of Directors may cause the Company
to exchange the Rights (other than Rights owned by an Acquiring Person which
have become void), in whole or in part, for Common Shares at an exchange rate of
one Common Share per Right (subject to adjustment).
The Rights may be redeemed in whole, but not in part, at a
price of $.01 per Right (the "Redemption Price") by the Board of Directors at
any time prior to the time that an Acquiring Person has become such. The
redemption of the Rights may be made effective at such time, on such basis and
with such conditions as the Board of Directors in its sole discretion may
establish. Immediately upon any redemption of the Rights, the right to exercise
the Rights will terminate and the only right of the holders of Rights will
receive the Redemption Price.
The Rights will expire on February 18, 2010 (unless earlier
redeemed, exchanged or terminated). First Chicago Trust Company of New York is
the Rights Agent.
The Purchase Price payable, and the number of one
one-hundredths of a Preferred Share 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 Shares, (ii) upon the grant to
holders of the Preferred Shares of certain rights or warrants to subscribe for
or purchase Preferred Shares or convertible securities at less than the current
market price of the Preferred Shares or (iii) upon the distribution to holders
of the Preferred Shares of evidences of indebtedness, cash, securities or assets
(excluding regular periodic cash dividends at a rate not in excess of 125% of
the rate of the last regular periodic cash dividend theretofore paid or, in case
regular periodic cash dividends have not theretofore been paid, at a rate not in
excess of 50% of the average net income per share of the Company for the four
quarters ended immediately prior to the payment of such dividend, or dividends
payable in Preferred Shares (which dividends will be subject to the adjustment
described in clause (i) above)) or of subscription rights or warrants (other
than those referred to above).
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Until a Right is exercised, the holder thereof, as such, will
have 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.
Any of the provisions of the Rights Agreement dated as of
January 25, 2000 between the Company and the Rights Agent (the "Rights
Agreement") may be amended by the Board of Directors of the Company for so long
as the Rights are then redeemable, and after the Rights are no longer
redeemable, the Company may amend or supplement the Rights Agreement in any
manner that does not adversely affect the interests of the holder of the Rights.
One Right will be distributed to stockholders of the Company
for each Common Share owned of record by them on February 18, 2000. As long as
the Rights are attached to the Common Shares, the Company will issue one Right
with each new Common Share so that all such shares will have attached Rights.
The Company has agreed that, from and after the Distribution Date, the Company
will reserve 1,500,000 Preferred Shares initially for issuance upon exercise of
the Rights.
The rights are designed to assure that all of the Company's
stockholders receive fair and equal treatment in the event of any proposed
takeover of the Company and to guard against partial tender offers, open market
accumulations and other abusive tactics to gain control of the Company without
paying all stockholders a control premium. The Rights will cause substantial
dilution to a person or group that acquires 15% or more of the Company's stock
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 of
Directors at any time prior to the first date that a Person or group has become
an Acquiring Person.
The Rights Agreement specifying the terms of the Rights and
the text of the press release announcing the declaration of the Rights, are
incorporated herein by reference as exhibits to this Current Report. The
foregoing description of the Rights is qualified in its entirety by reference to
such exhibits.
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Item 2. Exhibits
1. Rights Agreement, dated as of January 25, 2000, between
Allergan, Inc. and First Chicago Trust Company of New York
which includes the form of Certificate of Designations of the
Series A Junior Participating Preferred Stock of Allergan,
Inc. as Exhibit A, the form of Right Certificate as Exhibit B
and the Summary of Rights to Purchase Preferred Shares as
Exhibit C (incorporated by reference to Exhibit 4 of Allergan
Inc.'s Current Report on Form 8-K dated January 28, 2000).
2. Text of Press Release, dated January 26, 2000 (incorporated
by reference to Exhibit 99 of Allergan Inc.'s Current Report
on Form 8-K dated January 28, 2000).
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SIGNATURE
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.
ALLERGAN, INC.
Dated: February 1, 2000 By /s/ Francis R. Tunney, Jr.
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Francis R. Tunney, Jr.
Corporate Vice President - Administration,
General Counsel and Secretary
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