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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
UROHEALTH SYSTEMS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 98-0122944
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(STATE OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER
IDENTIFICATION NO.)
FIVE CIVIC PLAZA, SUITE 100, NEWPORT BEACH 92660
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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 debt registration of a class of debt
securities and is securities and is to
effective upon filing become effective
pursuant to General simultaneously with the
Instruction A(c)(1) please effectiveness of
check the following box [ ] a concurrent
registration 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:
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TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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NONE
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Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK $.001 PAR VALUE PER SHARE, AND RELATED STOCK PURCHASE RIGHTS
WARRANTS TO PURCHASE COMMON STOCK
(Title of Class)
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INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
GENERAL
UroHealth Systems, Inc. ("UroHealth") is authorized to issue up to
50,000,000 shares of Common Stock, $.001 par value, and 5,000,000 shares of
Preferred Stock, $.001 par value of which 250,000 shares have been designated
as Series A Junior Participating Preferred Stock (the "Series A Preferred
Shares").
COMMON STOCK
Each holder of UroHealth Common Stock is entitled to one vote for each
share held of record on each matter submitted to a vote of stockholders. There
are no cumulative voting rights. Accordingly, the holders of a majority of the
shares of UroHealth Common Stock (and Debentures described below) entitled to
vote in any election of directors may elect all of the directors standing for
election. Subject to any preferences which may be granted to the holders of
Preferred Stock, each holder of UroHealth Common Stock is entitled to receive
ratably such dividends, if any, as may be declared by the Board of Directors
out of funds legally available therefor, as well as any distributions to the
stockholders upon liquidation, dissolution or winding up of UroHealth. Each
holder of UroHealth Common Stock is entitled to share ratably in all assets of
UroHealth remaining after payment of all debts and other liabilities and
subject to the prior rights of any outstanding Preferred Stock. Holders of
UroHealth Common Stock have no conversion, redemption, subscription or
preemptive rights or other rights to subscribe for additional shares. The
rights, preferences and privileges of holders of UroHealth Common Stock are
subject to, and may be adversely affected by, the rights of the holders of
shares of any series of Preferred Stock which UroHealth may designate and issue
in the future.
PREFERRED STOCK
The Board of Directors is authorized to issue the Preferred Stock in
one or more series and to fix the rights, preferences, privileges and
restrictions, including the dividend rights, conversion rights, voting rights,
rights and terms of redemption, redemption price or prices, liquidation
preferences and the number of shares constituting any series or the
designations of such series, without any further vote or action by the
stockholders of the Company. The issuance of the Preferred Stock may have the
effect of delaying, deferring or preventing a change in control of the Company
without further action of the stockholders of the Company. The issuance of
Preferred Stock with voting and conversion rights may adversely affect the
voting power of the holders of Common Stock of the Company, including the loss
of voting control to others.
WARRANTS TO PURCHASE COMMON STOCK
Information respecting the Warrants to purchase Common Stock to be
registered hereunder is incorporated by reference to the section entitled
"Description of Securities - Warrants" in the Registrant's Form S-1
Registration Statement No. 33-45129.
STOCK PURCHASE RIGHTS
On May 20, 1993, UroHealth entered into a Rights Agreement (the
"Rights Agreement") with its transfer agent, American Stock Transfer & Trust
Company. A copy of the Rights Agreement is incorporated herein by reference to
Exhibit 4.1 of Registrant's Registration Statement on Form 8-A originally filed
with the Commission on June 29, 1993. In connection with the Rights Agreement,
the
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Board of Directors of the Company declared a dividend distribution of one Right
for each outstanding share of Common Stock of the Company to the stockholders
of record at the close of business on June 30, 1993 (the "Record Date"). Each
Right entitles the registered holder to purchase from UroHealth one
one-hundredth of a share of Series A Junior Participating Preferred Stock,
$.001 par value (the "Preferred Shares"), at a price of $200, subject to
adjustment. The following is a brief description of the Rights. It is
intended to provide a general description only and is qualified in its entirety
by the detailed terms and conditions of the Rights Agreement. Until a
Distribution Date (defined below), (a) the Rights will not be exercisable, (b)
the Rights will be attached to and trade only together with the Common Stock,
and (c) the Rights will be evidenced, with respect to any of the Common Stock
certificates outstanding as of the Record Date, by such Common Stock
certificates. The term "Distribution Date" means the earliest to occur of (i)
10 days (or such later date as may be determined by action of a majority of the
Continuing Directors then in office) following a public announcement that a
person or group of affiliated or associated persons (an "Acquiring Person") has
acquired, or has obtained the right to acquire, beneficial ownership of 20% or
more of the outstanding shares of Common Stock without the approval of a
majority of the Continuing Directors then in office, or (ii) 10 days (or such
later date as may be determined by action of a majority of the Continuing
Directors then in office) following the commencement of a tender offer or
exchange offer if, upon consummation thereof, the person or group proposing
such offer would be the beneficial owner of 35% or more of such outstanding
shares of Common Stock, or (iii) 10 days after a majority of the Continuing
Directors then in office determine that a person is an Adverse Person.
Until the Distribution Date, the Rights will be transferred with and
only with Common Stock certificates. From as soon as practicable after the
Record Date and until the Distribution Date (or earlier termination, redemption
or expiration of the Rights), new Common Stock certificates issued after June
30, 1993 upon transfer or new issuance of Common Stock will contain a notation
incorporating the Rights Agreement by reference. Until the Distribution Date
(or earlier termination, redemption or expiration of the Rights), the surrender
for transfer of any certificates for Common Stock will also constitute the
transfer of the Rights associated with the Common Stock represented by such
certificates.
The Rights are not exercisable until the Distribution Date. The
Rights will expire at the close of business on June 30, 2003, unless earlier
terminated or redeemed by UroHealth as described below.
As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights (the "Right Certificates") will be mailed to
holders of record of shares of Common Stock as of the close of business on the
Distribution Date. After the Distribution Date, such separate Right
Certificates alone will evidence the Rights.
In the event that, (A) at any time following the Distribution Date,
(i) the Company is the surviving corporation in a merger with an Acquiring
Person and the shares of Common Stock are not changed or exchanged, or (ii) any
person (other than UroHealth and its affiliates) becomes the beneficial owner
of more than 35% of the then outstanding shares of Common Stock (except
pursuant to an offer or exchange for outstanding shares of Common Stock at a
price and on terms, or other transaction, which a majority of the Continuing
Directors then in office determine to be in the best interests of UroHealth and
its shareholders, other than such person and its affiliates and associates), or
(iii) an Acquiring Person engages in one or more "self-dealing" transactions as
set forth in Section 11(a)(ii)(A) of the Rights Agreement, or (iv) during such
time as there is an Acquiring Person, one of the events set forth in Section
11(a)(ii)(C) occurs (e.g., a reverse stock split), or (B) the Distribution Date
occurs because 10 days lapse after a majority of the Continuing Directors then
in office determine that a person is an Adverse Person, the Rights Agreement
provides that proper provision shall be made so that each holder of a Right
will thereafter have the right to receive, upon exercise thereof at the then
current Purchase Price of the Right, shares of Common Stock (or, in certain
circumstances, a combination of cash, other property, shares of Common Stock
and/or other securities), which will be calculated to have a value of two times
the Purchase Price of the Right.
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In the event that, at any time following the Distribution Date, (i)
UroHealth is acquired in a merger or other business combination transaction in
which UroHealth is not the surviving corporation, (ii) UroHealth engages in a
merger or other business combination transaction with another person in which
UroHealth is the surviving corporation but in which its shares of Common Stock
are changed or exchanged, or (iii) more than 50% of its assets or earning power
is sold or transferred, the Rights Agreement provides that proper provision
shall be made so that each holder of a Right will thereafter have the right to
receive, upon the exercise thereof at the then current Purchase Price of the
Right, common stock of the acquiring entity that has a value of two times the
Purchase Price of the Right. Notwithstanding any of the foregoing, following
the occurrence of any of the events described above in this paragraph and the
preceding paragraph, any Rights that are, or (under certain circumstances
specified in the Rights Agreement) were beneficially owned by an Acquiring
Person (including, without limitation, an Adverse Person), or an affiliate or
associate of an Acquiring Person, or a representative of an Acquiring Person or
of an affiliate or associate of an Acquiring Person.
The term "Adverse Person" means a person with respect to whom a
majority of the Continuing Directors has determined (i) that the concurrent
beneficial ownership by any such person of 15% or more of UroHealth's Common
Stock and 15% or more of the common stock of any substantial competitor of
UroHealth, in light of the actions that such person proposes or is likely to
take is potentially materially adverse to UroHealth's business, assets,
competitive position or prospects, or (ii) that the beneficial ownership of 15%
or more of UroHealth's Common Stock by any such person (x) is intended to cause
UroHealth to repurchase UroHealth's Common Stock beneficially owned by such
person or to cause pressure on UroHealth to take action or enter into a
transaction or series of transactions intended to provide such person with a
short- term financial gain or any economic benefit not otherwise available to
other shareholders under circumstances where the Board determines that the best
long-term interests of UroHealth and its shareholders would not be served by
taking such action or entering into such transactions or series of transactions
at that time or (y) is causing or reasonably likely to cause a material adverse
impact (including, but not limited to, impairment of relationships with
customers or impairment of UroHealth's ability to maintain its competitive
position) on the business or prospects of UroHealth.
The Purchase Price payable, and the number of Preferred Shares 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 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 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 require an adjustment of at least 1% in
the Purchase Price. No fractional Preferred Shares will be issued and, in lieu
thereof, an adjustment in cash will be made based on the market price of the
Preferred Shares on the last trading date prior to the date of exercise.
At any time prior to the Distribution Date, a majority of the
Continuing Directors may, at their option, terminate the Rights Agreement,
whereupon the right to exercise the Rights shall also terminate. At any time
after the Distribution Date and prior to the 10th day following the
Distribution Date (or such later date as may be determined by action of the
majority of the Continuing Directors then in office), UroHealth 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 UroHealth
ordering redemption of the Rights, the Rights will terminate an the only right
of the holders of Rights will be to receive the Redemption Price. If UroHealth
does not redeem the Rights within such 10 day period, UroHealth's rights of
redemption may be reinstated if an Acquiring Person reduces his beneficial
ownership to 10% or less of the outstanding shares of Common Stock in a
transaction or series of transactions not involving UroHealth.
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Until a Right is exercised, it will not entitle the holder thereof to
any rights as a shareholder of UroHealth, including, without limitation, the
right to vote or to receive dividends.
Prior to the Distribution Date, UroHealth and the Rights Agent may, if
UroHealth shall so direct, supplement or amend any provisions of the Rights
Agreement without the approval of the holders of any Rights. Any such
amendment may adversely affect the interests of holders of Rights. After the
Distribution Date, UroHealth and the Rights Agent may, if UroHealth shall so
direct, supplement or amend the Rights Agreement without the approval of any
holders of Right Certificates in order (i) to cure any ambiguity, (ii) to
correct or supplement any provision contained therein which may be defective or
inconsistent with any other provisions therein, or (iii) to change or
supplement the provisions thereunder in any manner that UroHealth may deem
necessary or desirable and that shall not adversely affect the interests of the
holders of Right Certificates (other than an Acquiring Person or an affiliate
or associate of an Acquiring Person).
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire UroHealth
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 UroHealth since the Board of
Directors may, at its option, terminate or redeem the Rights on the terms and
conditions outlined above.
VOTING DEBENTURES
The holders of the Company's 8.75% Convertible Subordinated Debentures
due 2006 (the "Debentures") are entitled to vote on all matters submitted to a
vote of the stockholders of the Company, voting together with the holders of
the Common Stock (and any other shares of capital stock of the Company entitled
to vote at a meeting of stockholders) as one class. Each Debenture is entitled
to a number of votes equal to the number of shares of Common Stock into which
the Debenture could then be converted. As of November 12, 1996, there was
$50.0 million aggregate principal amount of Debentures outstanding which would
convert into 4,545,454 shares of Common Stock.
DELAWARE ANTI-TAKEOVER LAW
Section 203 of the Delaware General Corporation Law ("Section 203")
provides, in general, that a stockholder acquiring more than 15% of the
outstanding voting shares of a corporation subject to the statute (an
"Interested Stockholder") but less than 85% of such shares may not engage in
certain "Business Combinations" with the corporation for a period of three
years subsequent to the date on which the stockholder became an Interested
Stockholder unless (i) prior to such date the corporation's Board of Directors
approved either the Business Combination or the transaction in which the
stockholder became an Interested Stockholder or (ii) the Business Combination
is approved by the corporation's board of directors and authorized by a vote of
at lest two-thirds of the outstanding voting stock of the corporation not owned
by the Interested Stockholder.
Section 203 defines the term "Business Combination" to encompass a
wide variety of transactions with or caused by an Interested Stockholder in
which the Interested Stockholder receives or could receive a benefit on other
than a pro rata basis with other stockholders, including mergers, certain asset
sales, certain issuances of additional shares to the Interested Stockholder,
transactions with the corporation which increase the proportionate interest of
the Interested Stockholder, or transactions in which the Interested Stockholder
receives certain other benefits.
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ITEM 2. EXHIBITS
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EXHIBIT NO. DESCRIPTION
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1 Certificate of Incorporation of the Registrant. Incorporated by
reference to Exhibit 3.1 of the Registrant's Form S-3 Registration
Statement No. 333-12723.
2 Bylaws of the Registrant. Incorporated by reference to Exhibit 3.2
of the Registrant's Annual Report on Form 10-K for the fiscal year
ended June 30, 1995.
3 Form of Certificate Common Shares. Incorporated by reference to
Exhibit 4.1 of the Registrant's Form S-1 Registration Statement No.
33- 45129.
4. Form of Warrant. Incorporated by reference to Exhibit 4.1 of the
Registrant's Form S-1 Registration Statement No. 33-45129.
5 Warrant Agreement. Incorporated by reference to Exhibit 4.3 of the
Registrant's Form S-1 Registration Statement No. 33-45129.
6 First Amendment to Warrant Agreement dated as of September 27,
1993. Incorporated by reference to Exhibit 4.3.2 of the
Registrant's Form S-3 Registration Statement No. 33-71248 ("Form
S-3 No. 33-71248").
7 Second Amendment to Warrant Agreement dated as of October 29, 1993.
Incorporated by reference to Exhibit 4.3.3 of the Registrant's Form
S-3 Registration Statement No. 33-71248.
8 Third Amendment to Warrant Agreement dated as of April 8, 1994.
Incorporated by reference to Exhibit 4.3.3 of the Registrant's Form
S-3 Registration Statement No. 33-79250.
9 Representative's Warrant. Incorporated by reference to Exhibit 4.4
of the Registrant's Form S-1 No. 33-45129.
10 Rights Agreement. Incorporated by reference to Exhibit 4.1 to the
Registrant's Current Report on Form 8-K dated May 20, 1993.
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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, thereto duly authorized.
UROHEALTH SYSTEMS, INC.
(Registrant)
Date: November 21, 1996 By: /s/ Kevin M. Higgins
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(Signature)
Kevin M. Higgins
Senior Vice President and
General Counsel
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