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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
ROBERTS PHARMACEUTICAL CORPORATION
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(Exact name of registrant as specified in its charter)
New Jersey 22-2429994
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(State of incorporation (IRS Employer
or organization) Identification No.)
Meridian Center II
4 Industrial Way West
Eatontown, New Jersey 07724
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(Address of principal (Zip Code)
executive offices)
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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Common Stock, $.01 par American Stock Exchange
value per share
Rights American Stock Exchange
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.
DESCRIPTION OF COMMON STOCK
Each share of Common Stock, $.01 per share (the "Common Stock"), of Roberts
Pharmaceutical Corporation (the "Company") entitles the holder thereof to one
vote on all matters submitted to the Company's shareholders. Since the Common
Stock does not have cumulative voting rights, it is possible that holders of
more than 50% of the outstanding shares could elect all of the directors and
holders of the remaining shares could not elect any directors. The shares are
not subject to redemption and, except as described below, there are no
preemptive rights. All shares of Common Stock currently issued and outstanding
are fully paid and non-assessable. Holders of Common Stock are entitled to
receive dividends out of funds legally available therefor when, and if, declared
by the Board of Directors of the Company. The Company has not paid any cash
dividends on its Common Stock and the payment of cash dividends on the Common
Stock is unlikely for the foreseeable future. Upon any liquidation, dissolution
or winding up of the Company, holders of Common Stock are entitled to share pro
rata in any distribution to the holders of Common Stock; provided, that, in the
event of any liquidation, dissolution or winding up of the Company, holders of
the Company's 5% Convertible Preferred Stock (the "Convertible Preferred Stock")
are entitled to receive an amount equal to $25 per share plus any accrued and
unpaid dividends on the Convertible Preferred Stock prior and in preference to
any distribution to the holders of the Common Stock.
A holder of any shares of capital stock of the Company may be granted
preemptive rights to subscribe to or purchase any issuance of capital stock of
the Company only to the extent that, and on the terms and conditions upon which,
the Company's Board of Directors expressly grants such rights in a written
agreement between such holder and the Company. The Company is currently a party
to an agreement with Yamanouchi Pharmaceutical Co., Ltd. ("Yamanouchi") which
provides that for so long as Yamanouchi owns at least 15% of the Company's
outstanding Common Stock on a fully diluted basis, Yamanouchi has certain
preemptive rights to acquire securities issued by the Company. Except for the
agreement with Yamanouchi, no agreements granting preemptive rights are
currently in effect.
As of April 28, 1997, there were 27,355,521 shares of Common Stock
outstanding and 1,014 record holders of such shares of the Company's Common
Stock.
DESCRIPTION OF RIGHTS
On December 16, 1996, the Board of Directors of the Company declared a
dividend distribution of one Right for each outstanding share of the Company's
Common Stock to shareholders of record at the close of business on February 6,
1997. Each Right entitles the registered holder to purchase from the Company for
$80 (the "Purchase Price") one one-hundredth of a share of Class B - Series A
Junior Participating Preferred Stock, par value $.10 per share (the "Preferred
Stock") with economic terms similar to that of one share of Common Stock. The
description and terms of the Rights are forth in a Rights Agreement (the "Rights
Agreement") between the Company and Continental Stock Transfer & Trust Company
as Rights Agent.
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Rights Certificate; Distribution Date
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Initially, the Rights will be attached to all Common Stock of the Company
then outstanding, and no separate Rights Certificates will be distributed.
Except as described below, the Rights will separate from the Common Stock and a
Distribution Date will occur upon the earliest of any of the following events:
(i) 10 business 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 shares of Common Stock then
outstanding (an "Acquiring Person");
(ii) 10 business days following the commencement of a tender offer or
exchange offer that would result in a person or group beneficially owning 15% or
more of the outstanding shares of Common Stock (or such later date as may be
determined by the Board of Directors prior to any person becoming an Acquiring
Person);
(iii) 10 business days after a person or group of affiliated or associated
persons (other than an Acquiring Person) which is the beneficial owner of 15% or
more of the outstanding Common Stock has engaged in certain self-dealing
transactions with the Company as described below (a "Subject Person").
Neither the acquisition of Common Stock by Yamanouchi nor a tender offer
for all of the outstanding shares of Common Stock by Yamanouchi will result in
the occurrence of a Distribution Date or cause Yamanouchi to be an Acquiring
Person, provided that at all times after the date of the Rights Agreement,
Yamanouchi (i) remains the beneficial owner of not less than 15% of the
outstanding Common Stock on a fully diluted basis and (ii) does not (except
pursuant to a tender offer for all of the outstanding Common Stock) acquire
Common Stock if after such acquisition it would be the beneficial owner of more
than 30% of the outstanding 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 after February 6, 1997
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. Pursuant to the Rights Agreement,
the Company reserves the right to require that, upon any exercise of Rights, a
number of Rights be exercised so that only whole shares of Preferred Stock will
be issued.
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 alone 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.
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Exercise of Rights
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The Rights are not exercisable until the Distribution Date and will expire
at the close of business on December 16, 2006, unless they are earlier redeemed
by the Company or expire in accordance with other provisions of the Rights
Agreement as described below.
Flip-In Events
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In the event that, at any time following the Distribution Date, (i) a
Person becomes an Acquiring Person or (ii) a holder of 15% or more of the
outstanding Common Stock (other than an Acquiring Person) engages in certain
self dealing transactions (as described below), each holder of a Right will
thereafter have the right to receive, upon exercise, a number of shares of
Common Stock (or in certain instances, cash, properties or other securities of
the Company) having a then current market value of twice the Purchase Price.
Notwithstanding any of the foregoing, following the occurrence of any of the
events described in (i) and (ii) above ("Flip-In Events"), all Rights that are,
or (under certain circumstances specified in the Rights Agreement) were,
beneficially owned by any Acquiring Person or a Subject Person will be null and
void.
For example, at a Purchase Price of $80 per Right, each Right not owned by
an Acquiring Person or by a Subject Person (or by certain related parties)
following a Flip-In Event would entitle its holder to purchase $160 worth of
Common Stock (or other consideration, as noted above) for $80. Assuming that
the Common Stock had a per share value of $16 at such time, the holder of each
valid Right would be entitled to purchase 10 shares of Common Stock for $80.
The self dealing transactions which will result in the occurrence of a
Flip-In Event if engaged by a beneficial owner (other than an Acquiring Person)
of more than 15% of the outstanding Common Stock (a "15% Shareholder") or its
affiliates or associates include: (i) certain transfers of assets to the Company
or its subsidiaries in exchange for capital stock or securities convertible into
capital stock of the Company or its subsidiaries, (ii) certain other
acquisitions of capital stock or securities convertible into capital stock of
the Company or its subsidiaries, (iii) sales, purchases, leases, exchanges,
mortgages or transfers of assets, including securities, on terms less favorable
to the Company than the Company would be able to obtain in arm's-length
negotiation with an unaffiliated third party, (iv) the receipt of compensation
from the Company other than compensation which is consistent with past practice
or approved by a majority of the members of the Compensation Committee of the
Company's Board of Directors who are not such 15% Shareholder or
representatives, nominees, affiliates or associates of such 15% Shareholder, (v)
the receipt of the benefits of any loans, advances, guarantees or other
financial assistance or any tax credits or other tax advantages provided by the
Company, (vi) a reorganization or recapitalization of the Company in which the
shares of Common Stock owned by such 15% Shareholder or its affiliates or
associates are treated differently than the other outstanding shares of Common
Stock, or (vii) a merger with or into the Company in a transaction in which the
Company is the surviving entity, unless any such transaction described in (i)
through (vii) is approved prior to the consummation thereof by a majority of the
members of the Board of Directors
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who are not such 15% Shareholder or representatives, nominees, affiliates or
associates of such 15% Shareholder.
Flip-Over Events
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In the event that (i) the Company is acquired in a merger or consolidation
in which the Company is not the surviving corporation, (ii) the Company is the
surviving corporation of a merger or consolidation in which all or a part of the
outstanding shares of Common Stock are converted into or exchanged for stock or
securities of another entity or cash, (iii) a corporation shall acquire,
pursuant to a plan of exchange (other than a tender offer for all of the
outstanding shares of Common Stock which is not the subject of shareholder
approval), all of the outstanding Common Stock, or (iv) more than 50% of the
Company's assets, cash flow or earning power is sold or transferred (events (i),
(ii), (iii) and (iv) are referred to as "Flip-Over Events" and together with
Flip-In Events, the "Triggering Events") each holder of a Right which has not
yet been exercised (except Rights which previously have been voided as described
above) shall thereafter have the right to receive, upon exercise, common stock
of the acquiring company having a value equal to two times the Purchase Price of
the Right.
Exchange Provisions
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After any Person becomes an Acquiring Person or a Subject Person, the Board
of Directors (by action of a majority of directors who are not representatives,
nominees, affiliates or associates of the Acquiring Person), may determine to
exchange for any or all Rights (other than Rights held by the Acquiring Person
or Subject Person and certain transferees) Preferred Stock at an exchange ratio
of 1/100th of a share of Preferred Stock per Right. Such exchange shall be on a
pro rata basis if less than all Rights are to be exchanged.
Anti-Dilution Provisions
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The Purchase Price payable, and the number of one one-hundredths of a share
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 quarterly 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.
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Redemption of the Rights
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The Company may, at its option, at any time prior to the earlier of the
first occurrence of a Triggering Event or December 16, 2006, redeem the Rights
in whole, but not in part, at a price of $.01 per Right (payable in cash, Common
Stock or other consideration deemed appropriate by the Board of Directors). Any
decision to redeem the Rights must be approved by a majority of directors who
are not a 15% Shareholder or representatives, nominees or affiliates of a 15%
Shareholder. 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 $.01 redemption price.
No Rights as Shareholders
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Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.
Taxes
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While the distribution of the Rights was not taxable to shareholders or
to the Company, shareholders may, depending upon the circumstances, recognize
taxable income in the event that the Rights become exercisable for Common Stock
of the Company (or for other consideration) or for common stock of an acquiring
company as set forth above.
Amendment of Terms of Rights
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The Company may from time to time, with the approval of a majority of the
members of the Board of Directors who are not 15% Shareholders or
representatives, nominees or affiliates of any 15% Shareholder, amend the Rights
Agreement to cure any ambiguity or inconsistency or to make any other provisions
with respect to the Rights which the Company may deem necessary or desirable.
After the occurrence of a Flip-In Event, the Rights Agreement may not be amended
in any manner which would adversely affect the interests of the holders of the
Rights. At any time prior to such time as a person becomes an Acquiring Person,
the Company may lower the 15% threshold used to determine the existence of an
Acquiring Person, but in no event lower than the greater of (a) the percentage
of Common Stock owned by the holder of the greatest number of outstanding shares
of Common Stock (other than Yamanouchi) plus .001% or (b) 10%.
ITEM 2. EXHIBITS.
*1 Annual Report on Form 10-K of Registrant for fiscal year
ended December 31, 1996
*2 Proxy Statement for Registrant's Annual Meeting of
Shareholders to be held on May 21, 1997
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*3 Restated Certificate of Incorporation of Registrant
*4 By-laws of Registrant
*5 Specimen of certificate representing Registrant's Common
Stock
*6 Rights Agreement, dated as of December 16, 1996, between
Roberts Pharmaceutical Corporation and Continental Stock
Transfer & Trust Company, including the form of Rights
Certificate attached thereto as Exhibit B.
*7 Registrant's Annual Report to Shareholders for fiscal
year ended December 31, 1996
*In accordance with Instruction II to Form 8-A, this exhibit has been submitted
to the American Stock Exchange with this Form 8-A but has not been filed with
the Securities and Exchange Commission.
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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, thereto duly authorized.
ROBERTS PHARMACEUTICAL CORPORATION
Date: May 19, 1997 By:______________________________
ANTHONY A. RASCIO, Vice President,
Secretary and General Counsel
