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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 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PROTEIN POLYMER TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 33-0311631
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
10655 SORRENTO VALLEY ROAD
SAN DIEGO, CALIFORNIA 92121
(Address of Principal Executive Offices) (Zip Code)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
RIGHTS TO PURCHASE SERIES X JUNIOR PARTICIPATING PREFERRED STOCK
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On August 22, 1997, the Board of Directors of Protein Polymer
Technologies, Inc., a Delaware corporation (the "Company" or the "Registrant")
declared a dividend distribution of one right (a "Right") to purchase a certain
number of units (determined by a formula described herein) for each outstanding
share of common stock, $.01 par value per share (the "Common Stock") and Series
D Preferred Stock, $.01 per value per share (the "Series D Preferred Stock"), of
the Company at a purchase price of $8.00, subject to adjustment (the "Exercise
Price"). Each unit is equal to one one-hundredth of a share of a newly
designated Series X Junior Participating Preferred Stock (the "Series X
Preferred Stock") of the Company.
The distribution will be payable to stockholders of record as of the
close of business on September 10, 1997 (the "Record Date"). The Board of
Directors of the Company further declared that one Right be distributed with
each share of Common Stock and each share of Series D Preferred Stock of the
Company issued after the Record Date but prior to the Separation Time (as
defined below) or the earlier expiration, exchange, redemption or termination of
the Rights. The description and terms of the Rights are set forth in a
Stockholder Protection Agreement, dated as of August 22, 1997 (the "Rights
Agreement"), between the Company and Continental Stock Transfer & Trust Company,
as Rights Agent (the "Rights Agent"). The description of the Rights and of the
Rights Agreement contained herein is only a summary, and is qualified in its
entirety by reference to the Rights Agreement, a copy of which has been filed as
an exhibit to the Registrant's Current Report on Form 8-K dated August 22, 1997,
and is hereby incorporated herein by reference.
Initially, the Rights will be attached to the Common Stock and Series
D Preferred Stock then outstanding, and no separate certificates evidencing the
rights ("Rights Certificates") will be issued. The Rights will separate from
the Common Stock and Series D Preferred Stock, Rights Certificates will be
issued and the Rights will become exercisable upon the earlier to occur of 10
business days (or such later date as may be determined by action of the Board of
Directors prior to the Separation Time) following the earlier to occur of (i) a
public announcement or resolution of the Board of Directors recognizing that a
person or group of affiliated or associated persons (an "Acquiring Person") has
acquired, or obtained the right to acquire, beneficial ownership of 15% or more
of the outstanding shares of Common Stock, or (ii) the commencement or
announcement of an intention to make a tender or exchange offer for Common Stock
of the Company the consummation of which would result in the beneficial
ownership by a person or group of affiliated or associated persons of 15% or
more of such outstanding Common Stock (the earlier of such dates being referred
to as the "Separation Time"). However, a person or group of affiliated or
associated persons who acquires the beneficial ownership of 15% or more of the
Common Stock then outstanding either (i) by reason of share purchases by the
Company reducing the number of Common Stock outstanding, or (ii) inadvertently,
if such person or group notifies the Board of Directors of such inadvertent
purchase within five business days and within two business days after such
notice divests itself of enough Common Stock so as to no longer have beneficial
ownership of 15% or more of the outstanding Common Stock, will not be an
Acquiring Person. Pursuant to the terms of the Rights Agreement, certain types
of institutional investors, as well as designated minority and strategic
investors, will not be an Acquiring Person unless such investor (i) acquires,
(ii) attains the right to acquire or (iii) announces or commences a tender or
exchange offer to acquire beneficial ownership of in excess of that percentage
expressly permitted in writing by the Board of Directors up to 24% for
institutional or strategic investors and up to 30% for minority investors of the
outstanding Common Stock.
The Rights Agreement provides that, until the Separation Time, the
Rights will be evidenced only by the certificates evidencing, and will be
transferred only with, the Common Stock or Series D Preferred Stock. Until the
Separation Time, new Common Stock and Series D Preferred Stock certificates
issued after the Record Date will contain a notation incorporating the Rights
Agreement by reference. Until the Separation Time, the surrender for transfer,
conversion or exchange of any certificates
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for Common Stock or Series D Preferred Stock outstanding on or after the Record
Date, even without such notation, will also constitute the transfer of the
Rights associated with the Common Stock and Series D Preferred Stock represented
by such certificates. Immediately prior to the Separation Time the Rights
associated with any outstanding shares of Series D Preferred Stock will be
converted into that number of Rights to which the holders of such shares would
have been entitled had they converted the Series D Preferred Stock immediately
prior to the Separation Time. As soon as practicable following the Separation
Time, separate Rights Certificates will be mailed to holders of record of the
Common Stock and Series D Preferred Stock as of the close of business on the
Separation Time, and such separate Rights Certificates alone will evidence the
Rights.
The Rights are not exercisable until the Separation Time. The Rights
will expire at the close of business on September 9, 2007, unless earlier
redeemed, exchanged or terminated as provided below.
Following the Separation Time, holders of the Rights (the "Rights
Holders") (other than Rights beneficially owned by the Acquiring Person or its
affiliates or associates, which will thereafter be void) will be entitled to
receive upon exercise and payment of the Exercise Price that number of units of
the Series X Preferred Stock which equals the result obtained by dividing the
Exercise Price by 50% of the Market Price (as defined in the Rights Agreement)
per share of Common Stock. The rights, preferences and restrictions with
respect to the Series X Preferred Stock are set forth in a Certificate of
Designation filed with the office of the Delaware Secretary of State. The
Exercise Price payable, and the number of shares of Series X Preferred Stock or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution.
In the event that, after the Separation Time, the Company consolidates
or merges with another entity or the Company sells or otherwise transfers 50% or
more of its consolidated assets or earning power, proper provision will be made
so that each Rights Holder (other than Rights beneficially owned by an Acquiring
Person or affiliates or associates thereof) will thereafter have the right to
receive, upon exercise, either that number of shares of Common Stock of the
Company, if the Company is the surviving corporation of the merger or
consolidation, or of common stock in the surviving acquiring company (or, in the
event there is more than one acquiring company, the acquiring company receiving
the greatest portion of the assets or earning power transferred), which at the
time of such transaction would have a market value of two times the Exercise
Price of the Right.
The Company may elect not to issue fractional shares of Series X
Preferred Stock upon exercise of a Right and in lieu thereof may evidence such
fractional shares by depositary receipts or may make an adjustment in cash based
on the market price of the Series X Preferred Stock on the last trading date
prior to the date of exercise of the Right.
At any time prior to the earlier to occur of: (i) the Separation Time
or (ii) the Expiration Date, the Company may redeem the Rights in whole, but not
in part, at a price of $.01 per Right (the "Redemption Price"). Immediately
upon the action of the Board of Directors of the Company ordering redemption of
the Rights, the right to exercise the Rights will terminate and the only right
of Rights Holders will be to receive the Redemption Price.
Subject to applicable law, the Board of Directors, at its option, may,
at any time after a person or group becomes an Acquiring Person, exchange all or
part of the then outstanding Rights (other than Rights beneficially owned by an
Acquiring Person or affiliates or associates thereof) for Common Stock at an
exchange ratio equal to the Exercise Price divided by the Market Price of one
share of Common Stock per Right, subject to adjustment.
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The Series X Preferred Stock purchasable upon exercise of the Rights
will not be redeemable and will be, in ranking as to dividends, on a parity
with, and as to liquidation preferences, senior to, the Common Stock but junior
to any other series of preferred stock the Company may issue or has issued
(unless otherwise provided in the terms of such preferred stock). Each Series X
Preferred Stock will have a dividend in an amount equal to 100 times any cash
dividend declared on each share of Common Stock. In the event of liquidation,
the holders of Series X Preferred Stock will be entitled to a preferred
liquidation payment equal to the greater of $100.00 or 100 times the payment
made per each share of Common Stock. Each share of Series X Preferred Stock
will have 100 votes, voting together with the Common Stock. In the event of any
merger, consolidation or other transaction in which shares of Common Stock are
exchanged, each share of Series X Preferred Stock will be entitled to receive
100 times the amount and type of consideration received per share of Common
Stock. The rights of the Series X Preferred Stock as to dividends, liquidation
and voting are protected by customary antidilution provisions.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.
The terms of the Rights may be amended at any time by the Board of
Directors of the Company without the consent of Rights Holders in order to cure
any ambiguity or to correct or supplement any defective or inconsistent
provision and may, prior to the Separation Time, be amended to change or
supplement any other provision in any manner that the Board may deem necessary
or desirable. After the Separation Time, the terms of the Rights may be amended
(other than to cure ambiguities or to correct or supplement defective or
inconsistent provisions) only so long as the amendment does not adversely affect
the interests of Rights Holders (other than the Acquiring Person).
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
without conditioning the offer on a substantial number of Rights being acquired.
The Rights should not interfere with any merger or other business combination
approved by the Board of Directors of the Company because the Board of Directors
may, at its option, at any time prior to the Separation Time, redeem all but not
less than all the then outstanding Rights at the Redemption Price.
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ITEM 2. EXHIBITS.
1.1 Stockholder Protection Agreement, dated as of August 22, 1997, between
Protein Polymer Technologies, Inc. and Continental Stock Transfer &
Trust Company, as Rights Agent, which includes the form of Certificate
of Designation, Preferences and Rights setting forth the terms of the
Series X Participating Preferred Stock, par value $0.01 per share, as
Exhibit A, the Summary of Stockholder Rights Agreement as Exhibit B and
the form of Right Certificate as Exhibit C.*
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* This item is hereby incorporated by reference from the exhibits included in
the Registrant's Current Report on Form 8-K dated August 27, 1997, and is made a
part of this Registration Statement on Form 8-A.
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SIGNATURE
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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, thereunto duly authorized.
PROTEIN POLYMER TECHNOLOGIES, INC.
By: /s/ J. Thomas Parmeter
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J. Thomas Parmeter
Date: September 5, 1997 Chief Executive Officer
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PROTEIN POLYMER TECHNOLOGIES, INC.
INDEX TO EXHIBITS FILED WITH
FORM 8-A REGISTRATION STATEMENT
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<CAPTION>
Exhibit No. Description
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<S> <C>
1.1 Stockholder Protection Agreement, dated as of August 22, 1997,
between Protein Polymer Technologies, Inc. and Continental Stock
Transfer & Trust Company, as Rights Agent, which includes the form
of Certificate of Designation, Preferences and Rights setting forth
the terms of the Series X Participating Preferred Stock, par value
$0.01 per share, as Exhibit A, the Summary of Stockholder Rights
Agreement as Exhibit B and the form of Right Certificate as Exhibit
C.*
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* This item is hereby incorporated by reference from the exhibits included in
the Registrant's Current Report on Form 8-K dated August 27, 1997, and is made a
part of this Registration Statement on Form 8-A.
