<PAGE>
================================================================================
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 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:
COMMON STOCK, $.01 PAR VALUE
(Title of Class)
REDEEMABLE WARRANTS
(Title of Class)
RIGHTS TO PURCHASE SERIES X JUNIOR PARTICIPATING PREFERRED STOCK
(Title of Class)
================================================================================
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the Common Stock, $.01 par value, and Redeemable
Warrants registered hereunder by Protein Polymer Technologies, Inc., a Delaware
corporation (the "Company" or the "Registrant") is set forth under the captions
"Description of Securities - Common Stock" and "Description of Securities -
Redeemable Warrants" in the Company's Registration Statement on Form S-1, as
amended (Registration No. 33-43875), and is hereby incorporated herein by
reference thereto.
On August 22, 1997, the Board of Directors of the Company 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.
<PAGE>
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 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.
-2-
<PAGE>
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.
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.
-3-
<PAGE>
ITEM 2. EXHIBITS.
1.1 Specimen certificate representing shares of Common Stock, incorporated by
reference to the Registrant's Registration Statement on Form 8-A, File No.
0- 19724.**
1.2 Specimen certificate representing Redeemable Warrants, incorporated by
reference to Registrant's Registration Statement on Form 8-A, File No.
0-19724).**
1.3 Specimen certificate representing Rights.
1.4 Stockholder Protection Agreement, dated as of August 22, 1997, between
Protein Polymer Technologies, Inc. and Continental Stock Transfer & Trust
Company, as Rights Agent*
1.5 Certificate of Designation, Preferences and Rights of Series X Junior
Participating Preferred Stock*
1.6 Certificate of Incorporation of Registrant, as amended, incorporated by
reference to Registrant's Report on Form 10-Q for the quarter ended
September 30, 1995, as filed with the Commission on October 24, 1995.**
1.7 Bylaws of Registrant, as amended, incorporated by reference to Registrant's
Report on Form 10-Q for the quarter ended September 30, 1995, as filed with
the Commission on October 24, 1995.**
1.8 Warrant Agreement, dated January 21, 1992, between the Company and
Continental Stock Transfer and Trust Company, incorporated by reference to
Registrant's Report of Form 10-KSB for the fiscal year ended December 31,
1992, as filed with the Commission on March 31, 1993.**
- -----------------------
* These items are hereby incorporated by reference from the exhibits
included in the Registrant's Current Report on Form 8-K dated August 27, 1997,
and are made a part of this Registration Statement on Form 8-A.
** Incorporated herein by reference pursuant to Rule 12b-32.
-4-
<PAGE>
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, thereunto duly authorized.
PROTEIN POLYMER TECHNOLOGIES, INC.
By: /s/ J. Thomas Parmeter
---------------------------
J. Thomas Parmeter
Date: August 27, 1997 Chief Executive Officer
-5-
<PAGE>
PROTEIN POLYMER TECHNOLOGIES, INC.
INDEX TO EXHIBITS FILED WITH
FORM 8-A/A REGISTRATION STATEMENT
Exhibit No. Description
- ----------- -----------
1.1 Specimen certificate representing shares of Common Stock, incorporated by
reference to the Registrant's Registration Statement on Form 8-A, File No.
0- 19724.**
1.2 Specimen certificate representing Redeemable Warrants, incorporated by
reference to Registrant's Registration Statement on Form 8-A, File No.
0-19724).**
1.3 Specimen certificate representing Rights.
1.4 Stockholder Protection Agreement, dated as of August 22, 1997, between
Protein Polymer Technologies, Inc. and Continental Stock Transfer & Trust
Company, as Rights Agent*
1.5 Certificate of Designation, Preferences and Rights of Series X Junior
Participating Preferred Stock*
1.6 Certificate of Incorporation of Registrant, as amended, incorporated by
reference to Registrant's Report on Form 10-Q for the quarter ended
September 30, 1995, as filed with the Commission on October 24, 1995.**
1.7 Bylaws of Registrant, as amended, incorporated by reference to Registrant's
Report on Form 10-Q for the quarter ended September 30, 1995, as filed with
the Commission on October 24, 1995.**
1.8 Warrant Agreement, dated January 21, 1992, between the Company and
Continental Stock Transfer and Trust Company, incorporated by reference to
Registrant's Report of Form 10-KSB for the fiscal year ended December 31,
1992, as filed with the Commission on March 31, 1993.**
- -----------------------
* These items are hereby incorporated by reference from the exhibits
included in the Registrant's Current Report on Form 8-K dated August 27, 1997,
and are made a part of this Registration Statement on Form 8-A.
** Incorporated herein by reference pursuant to Rule 12b-32.
<PAGE>
EXHIBIT 1.3
-----------
FORM OF RIGHTS CERTIFICATE
Certificate No. R- __________ Rights
Rights Certificate
PROTEIN POLYMER TECHNOLOGIES, INC.
NOT EXERCISABLE AFTER SEPTEMBER 9, 2007 OR EARLIER IF REDEEMED BY THE COMPANY.
THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $.01 PER
RIGHT ON THE TERMS SET FORTH IN THE STOCKHOLDER PROTECTION AGREEMENT. UNDER
CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS SUCH
TERM IS DEFINED IN THE STOCKHOLDER PROTECTION AGREEMENT) AND ANY SUBSEQUENT
HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. IF THE RIGHTS REPRESENTED BY
THIS RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR
BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON
(AS SUCH TERMS ARE DEFINED IN THE STOCKHOLDER PROTECTION AGREEMENT), THIS RIGHTS
CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME NULL AND VOID AS
SPECIFIED IN SECTION 2.3(g) OF SUCH AGREEMENT.
This certifies that ________________________, or registered assigns,
is the registered owner of the number of Rights set forth above, each of which
entitles the owner thereof, subject to the terms, provisions and conditions of
the Stockholder Protection Agreement, dated as of August 22, 1997 (the
"Stockholder Protection Agreement"), between PROTEIN POLYMER TECHNOLOGIES, INC.,
--------------------------------
a Delaware corporation (the "Company"), and CONTINENTAL STOCK TRANSFER & TRUST
-------
COMPANY (the "Rights Agent"), to purchase from the Company at any time after the
------------
Separation Time, as such term is defined in the Stockholder Protection
Agreement, and prior to the close of business on September 9, 2007, at the
office or offices of the Rights Agent designated for such purpose, or its
successors as Rights Agent, at a purchase price of $8 per share (the "Exercise
--------
Price"), that number of one one-hundredths of a share (each one one-hundredth of
- -----
a share being referred to hereinafter as a "Unit") of the Company's Series X
----
Junior Participating Preferred Stock, par value of $.01 per share (the "Series X
--------
Preferred Stock"), which
- ---------------
<PAGE>
equals the quotient obtained by dividing the Exercise Price by 50% of the Market
Price (as defined in the Stockholder Protection Agreement) per share of the
Company's Common Stock, $.01 par value per share (the "Common Stock"), upon
------------
presentation and surrender of this Rights Certificate with the Form of Election
to Purchase and related Certificate duly executed. If, after the Separation
Time, (i) the Company is acquired in a merger or other business combination
transaction in which the Company is not the surviving corporation or in which
the Company's outstanding Common Stock is changed or exchanged for stock or
assets of another person or (ii) 50% or more of the Company's consolidated
assets or earning power is sold, then proper provision must be made so that each
holder of a Right which has not theretofore been exercised (except as otherwise
provided in the Stockholder Protection Agreement) will thereafter have the right
to receive, upon exercise, shares of common stock of the acquiring company
having a value equal to two times the Exercise Price. The Exercise Price shall
be paid, at the election of the holder, in cash, by certified check or money
order payable to the order of the Company, Common Stock, Series D Preferred
Stock, Rights to purchase Units of the Company's Series X Preferred Stock, or,
in the sole discretion of the Board of Directors of the Company, in such other
form as may be determined by the Board of Directors of the Company, in each case
in an amount equal to the aggregate Exercise Price of such Rights. The number
of Rights evidenced by this Rights Certificate (and the number of shares that
may be purchased upon exercise thereof) set forth above, and the Exercise Price
per share set forth above, are the number and Exercise Price as of September 10,
1997.
At the Separation Time (as such term is defined in the Stockholder
Protection Agreement), if the Rights evidenced by this Rights Certificate are
beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of
any such Acquiring Person (as such terms are defined in the Stockholder
Protection Agreement) or (ii) a transferee of any such Acquiring Person,
Associate or Affiliate, such Rights cannot validly be transferred or exercised
and are for all purposes void.
As provided in the Stockholder Protection Agreement, the Exercise
Price is subject to adjustment upon the occurrence of certain events.
This Rights Certificate is subject to all of the terms, provisions and
conditions of the Stockholder Protection Agreement, which terms, provisions and
conditions
<PAGE>
are hereby incorporated herein by reference and made a part hereof and to which
Stockholder Protection Agreement reference is hereby made for a full
description of the rights, limitations of rights, obligations, duties and
immunities hereunder of the Rights Agent, the Company and the holders of the
Rights Certificates, which limitations of rights include the temporary
suspension of the exercisability of such Rights under the specific circumstances
set forth in the Stockholder Protection Agreement. Copies of the Stockholder
Protection Agreement are on file at the office of the Rights Agent and are also
available upon written request to the Rights Agent.
This Rights Certificate, with or without other Rights Certificates,
upon surrender at the principal office or offices of the Rights Agent designated
for such purpose, may be exchanged for another Rights Certificate or Rights
Certificates of like tenor and date evidencing Rights entitling the holder to
purchase a like aggregate number of shares of Series X Preferred Stock (or such
other securities) as the Rights evidenced by the Rights Certificate or Rights
Certificates surrendered shall have entitled such holder to purchase. If this
Rights Certificate shall be exercised in part, the holder shall be entitled to
receive upon surrender hereof another Rights Certificate or Rights Certificates
for the number of whole Rights not exercised.
Subject to the provisions of the Stockholder Protection Agreement, the
Rights evidenced by this Certificate may be redeemed by the Company at its
option at a redemption price of $.01 per Right at any time prior to the earlier
of the Separation Time or the Expiration Time.
If the Company does not have a sufficient number of shares of Series X
Preferred Stock to permit the exercise in full of the Rights, the Company may
issue, in lieu of Units of Series X Preferred Stock, cash, Common Stock or other
preferred stock or equity securities, debt securities, other assets, or any
combination of the foregoing, or may reduce the Exercise Price.
The Company is not obligated to issue fractional shares of Series X
Preferred Stock (or such other securities of the Company) upon the exercise of
any Right or Rights evidenced hereby, but in lieu thereof may issue depository
receipts, as provided in the Stockholder Protection Agreement.
No holder, as such, of this Rights Certificate shall be entitled to
vote or receive dividends or be deemed
<PAGE>
for any purpose the holder of shares of Series X Preferred Stock or of any other
securities of the Company that may at any time be issuable on the exercise
hereof, nor shall anything contained in the Stockholder Protection Agreement or
herein be construed to confer upon the holder hereof, as such, any of the rights
of a stockholder of the Company or any right to vote for the election of
directors or upon any matter submitted to stockholders at any meeting thereof,
or to give or withhold consent to any corporate action, or to receive notice of
meetings or other actions affecting stockholders (except as provided in the
Stockholder Protection Agreement), or to receive dividends or subscription
rights, or otherwise, until the Right or Rights evidenced by this Rights
Certificate shall have been exercised as provided in the Stockholder Protection
Agreement.
This Rights Certificate shall not be valid or obligatory for any
purpose until it shall have been countersigned by the Rights Agent.
WITNESS the facsimile signature of the proper officers of the Company
and its corporate seal.
Dated as of _______________, ____
ATTEST: PROTEIN POLYMER TECHNOLOGIES, INC.
_________________________ By_________________________
Secretary Title:
Countersigned:
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
By_______________________
Authorized Officer
<PAGE>
[Form of Reverse Side of Rights Certificate]
FORM OF ASSIGNMENT
------------------
(To be executed by the registered holder if such
holder desires to transfer the Rights Certificate.)
FOR VALUE RECEIVED, ____________________________________________________________
hereby sells, assigns and transfers unto _______________________________________
________________________________________________________________________________
(Please print name and address of transferee)
________________________________________________________________________________
this Rights Certificate, together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint ____________________
Attorney-in-Fact, to transfer the within Rights Certificate on the books of the
within-named Company, with full power of substitution.
Dated: _______________, ____
______________________________
Signature
Signature Guaranteed:
<PAGE>
Certificate
-----------
The undersigned hereby certifies by checking the appropriate boxes
that:
(1) this Rights Certificate [ ] is [ ] is not being sold, assigned and
transferred by or on behalf of a Person who is or was an Acquiring Person or an
Affiliate or Associate of any such Acquiring Person (as such terms are defined
pursuant to the Stockholder Protection Agreement);
(2) after due inquiry and to the best knowledge of the undersigned, it
[ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate from
any Person who is, was or subsequently became an Acquiring Person or an
Affiliate or Associate of an Acquiring Person.
Dated: __________, _____ ______________________________
Signature
Signature Guaranteed:
_____ _____ _____ _____ _____ _____ _____ _____ _____ _____ _____
NOTICE
------
The signature to the foregoing assignment and Certificate must
correspond to the name as written upon the face of this Rights Certificate in
every particular, without alteration or enlargement or any change whatsoever.
<PAGE>
FORM OF ELECTION TO PURCHASE
----------------------------
(To be executed if holder desires to
exercise Rights represented by the
Rights Certificate.)
To: PROTEIN POLYMER TECHNOLOGIES, INC.
The undersigned hereby irrevocably elects to exercise ________________
Rights represented by this Rights Certificate to purchase the shares of Series X
Preferred Stock issuable upon the exercise of the Rights (or such other
securities of the Company or of any other person which may be issuable upon the
exercise of the Rights) and requests that certificates for such shares be issued
in the name of and delivered to:
Please insert social security
or other identifying number_____________________________________________________
________________________________________________________________________________
(Please print name and address)
________________________________________________________________________________
If such number of Rights shall not be all the Rights evidenced by this
Rights Certificate, a new Rights Certificate for the balance of such Rights
shall be registered in the name of and delivered to:
Please insert social security
or other identifying number_____________________________________________________
________________________________________________________________________________
(Please print name and address)
________________________________________________________________________________
Dated: _______________, _____
______________________________
Signature
Signature Guaranteed:
<PAGE>
Certificate
-----------
The undersigned hereby certifies by checking the appropriate boxes
that:
(1) the Rights evidenced by this Rights Certificate [ ] are [ ] are
not being exercised by or on behalf of a Person who is or was an Acquiring
Person or an Affiliate or Associate of any such Acquiring Person (as such terms
are defined pursuant to the Stockholder Protection Agreement);
(2) after due inquiry and to the best knowledge of the undersigned, it
[ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate from
any Person who is, was or became an Acquiring Person or an Affiliate or
Associate of an Acquiring Person.
Dated: ____________, ____ ______________________________
Signature
Signature Guaranteed:
_____ _____ _____ _____ _____ _____ _____ _____ _____ _____ _____
NOTICE
------
The signature to the foregoing Election to Purchase and Certificate
must correspond to the name as written upon the face of this Rights Certificate
in every particular, without alternation or enlargement or any change
whatsoever.
