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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12 (b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
TARGET THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-3962471
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(State of incorporation or organization) (IRS Employer
Identification No.)
47201 Lakeview Blvd., Fremont, CA 94538
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(Address of principal executive offices) (Zip Code)
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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None None
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Share Purchase Rights
(Title of Class)
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Item 1. Description of Securities to be Registered.
On September 21, 1994, the Board of Directors of Target Therapeutics,
Inc. (the "Company") declared a dividend of one preferred share purchase right
(a "Right") for each outstanding share of Common Stock, $0.0025 par value (the
"Common Shares"), of the Company. The dividend was paid on October 7, 1994 (the
"Record Date") to stockholders of record as of the close of business on that
date. Each Right currently entitles the registered holder to purchase from the
Company one one-thousandth of a share of Series A Participating Preferred Stock,
$0.001 par value, of the Company (the "Preferred Shares"), subject to
adjustment, at a price of $300.00 per one-thousandth of a preferred share,
subject to adjustment (the "Purchase Price"). The description and terms of the
Rights are set forth in a Preferred Shares Rights Agreement (the "Rights
Agreement") dated as of September 21, 1994 between the Company and The First
National Bank of Boston, as Rights Agent (the "Rights Agent"), as amended on May
7, 1996.
The following is a general description only and is subject to the
detailed terms and conditions of the Rights Agreement. A copy of the Rights
Agreement, including the Certificate of Designation, the form of Rights
Certificate and the Summary of Rights to be provided to stockholders of the
Company, as well as the amendment thereto, are attached as exhibits to this
Registration Statement and are incorporated herein by reference. All figures
have been updated to reflect adjustments resulting from the Company's 1-for-1
share stock dividend in December 1995 as well as the May 1996 amendment to the
purchase price.
Rights Evidenced by Common Share Certificates
The Rights will not be exercisable until the Distribution Date (defined
below). Accordingly, Common Share certificates outstanding on the Record Date
will evidence the Rights related thereto, and Common Share certificates issued
after the Record Date will contain a notation incorporating the Rights Agreement
by reference. Until the Distribution Date (or earlier redemption, exchange or
expiration of the Rights), the surrender or transfer of any certificates for
Common Shares, even without notation or a copy of the Summary of Rights being
attached thereto, will also constitute the transfer of the Rights associated
with the Common Shares represented by such certificate.
Distribution Date
The Rights will separate from the Common Shares, certificates for the
rights ("Rights Certificates") will be issued and the Rights will become
exercisable upon the earlier of: (i) the close of business on the tenth day (or
such later date as may be determined by a majority of the Board of Directors,
excluding directors affiliated with the Acquiring Person, as defined below (the
"Continuing Directors")) 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 outstanding Common Shares
(or, in the case of Collagen Corporation, has acquired Common Shares that would
increase its holdings above their September 21, 1994 level, unless approved by
the Company's Board of Directors or a committee thereof) (an "Acquiring Person")
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or (ii) the close of business on the tenth day (or such later date as may be
determined by a majority of the Continuing Directors) following the commencement
of 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 outstanding
Common Shares. The earlier of such dates is referred to as the "Distribution
Date".
Issuance of Rights Certificates, Expiration of Rights
As soon as practicable following the Distribution Date, separate Rights
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 Rights Certificates
alone will evidence the Rights from and after the Distribution Date. Unless
otherwise determined by the Board of Directors, all Common Shares issued prior
to the Distribution Date will be issued with Rights. Common Shares issued after
the Distribution Date may be issued with Rights if such shares are issued (i)
upon the exercise, conversion or exchange of securities issued after adoption of
the Rights Agreement or (ii) pursuant to the exercise of stock options or under
any employee benefit plan or arrangement. Except as otherwise determined by the
Board of Directors, no other Common Shares issued after the Distribution Date
will be issued with Rights. In addition, no Common Shares issued after the
Distribution Date will be issued with Rights if such issuance would result in
(or create a significant risk) (i) of material adverse tax consequences to the
Company or the person to whom such Rights Certificate would be issued or (ii)
that such options or plans would not qualify for otherwise available special tax
treatment. The Rights will expire on September 21, 2004 (the "Final Expiration
Date"), unless the Final Expiration Date is extended or unless the Rights are
earlier redeemed or exchanged by the Company or expire upon consummation of
certain mergers, consolidations or sales of assets, as described below.
Initial Exercise of the Rights
Following the Distribution Date, and until the occurrence of one of the
subsequent events described below, holders of the Rights will be entitled to
receive, upon exercise and the payment of $300.00 (the "Purchase Price") per
Right, one one-thousandth of a Preferred Share.
Exchange Provision
At any time after an Acquiring Person has become such and prior to the
Acquiring Person beneficially owning 50% or more of the outstanding Common
Shares, the Board of Directors of the Company may exchange the Rights (other
than Rights owned by the Acquiring Person or its affiliates), in whole or in
part, at an exchange ratio of one Common Share per Right (subject to
adjustment).
Right to Buy Common Shares at Half Price
Unless the Rights are earlier redeemed or exchanged, in the event that
an Acquiring Person becomes such, other than pursuant to a tender offer which is
made for all of the outstanding Common Shares and approved by a majority of the
Continuing Directors after
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determining that the offer is both adequate and otherwise in the best interests
of the Company and its stockholders (a "Permitted Offer"), then proper provision
will be made so that each holder of a Right which has not theretofore been
exercised (other than Rights beneficially owned by the Acquiring Person, which
will thereafter be void) will thereafter have the right to receive, upon
exercise of a Right, a number of Common Shares having a then current value equal
to two times the Purchase Price. In the event that the Company does not have a
sufficient number of Common Shares available, or the Board decides that such
action is necessary or appropriate and not contrary to the interests of Rights
holders, the Company may, among other things, instead substitute cash, assets or
other securities for the Common Shares into which the Rights would have
otherwise been exercisable.
Right to Buy Acquiring Company Stock at Half Price
Similarly, unless the Rights are earlier redeemed or exchanged, in the
event that, after the Shares Acquisition Date (as defined below), (i) the
Company consolidates with or merges into another entity, (ii) another entity
consolidates with or merges into the Company or (iii) the Company sells or
otherwise transfers 50% or more of its consolidated assets or earning power,
proper provision must be made so that each holder of a Right which has not
theretofore been exercised (other than Rights beneficially owned by the
Acquiring Person, which will thereafter be void) will thereafter have the right
to receive, upon exercise, a number of shares of common stock of the acquiring
company having a then current value equal to two times the Purchase Price
(unless the transaction satisfies certain conditions and is consummated with a
person who acquired shares pursuant to a Permitted Offer, in which case the
Rights will expire).
Adjustments to Prevent Dilution
The Purchase Price payable, the number of Rights and the number of
Preferred Shares, Common Shares or other securities or property issuable upon
exercise of the Rights are subject to adjustment from time to time to prevent
dilution as set forth in the Rights Agreement. With certain exceptions, no
adjustment in the Purchase Price will be required until cumulative adjustments
require an adjustment of at least 1% in such Purchase Price.
Rights and Preferences of the Preferred Shares
Preferred Shares purchasable upon exercise of the Rights will not be
redeemable. Each Preferred Share will be entitled to an aggregate dividend of
1,000 times the dividend declared per Common Share. In the event of liquidation,
the holders of the Preferred Shares will be entitled to a preferential
liquidation payment equal to accrued but unpaid dividends plus the greater of
$1,000 per share or 1,000 times the aggregate per share amount to be distributed
to the holders of Common Shares. Each Preferred Share will have 1,000 votes,
voting together with the holders of Common Shares, except as required by law or
the Certificate of Determination of Rights, Preferences and Privileges of Series
A Participating Preferred Stock. In the event of any merger, consolidation or
other transaction in which Common Shares are changed or exchanged, each
Preferred Share will be entitled to receive 1,000 times the amount received per
Common Share. These rights are protected by customary anti-dilution provisions.
Because of the nature of the
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dividend, liquidation and voting rights of the Preferred Shares, the value of
the one one-thousandth interest in a Preferred Share purchasable upon exercise
of each Right should approximate the value of one Common Share.
Redemption
At any time prior to the close of business on the earlier of (i) the
tenth day following the date (the "Shares Acquisition Date") of public
announcement that an Acquiring Person has become such or such later date as may
be determined by a majority of the Continuing Directors and publicly announced
by the Company or (ii) the Final Expiration Date of the Rights, the Company may
redeem the Rights in whole, but not in part, at a price of $.005 per Right
("Redemption Price").
No Stockholders' Rights Prior to Exercise
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company (other than any rights resulting from
such holder's ownership of Common Shares), including, without limitation, the
right to vote or to receive dividends.
Amendment of Rights Agreement
The provisions of the Rights Agreement may be supplemented or amended
by the Board of Directors in any manner prior to the Distribution Date without
the approval of Rights holders. After the Distribution Date, the provisions of
the Rights Agreement may be supplemented or amended by the Board in order to (i)
cure any ambiguity, defect or inconsistency, (ii) to make changes which are
deemed necessary or advisable and do not adversely affect the interests of
holders of Rights (excluding the interests of any Acquiring Person), or (iii) to
shorten or lengthen any time period under the Rights Agreement; provided,
however, that no amendment to lengthen (A) the time period governing redemption
shall be made at such time as the Rights are not redeemable, or (B) any other
period unless for the purpose of protecting, enhancing or clarifying the rights
of, and/or benefits to, the holders of Rights.
Certain Anti-takeover Effects
The Rights approved by the Board are designed to protect and maximize
the value of the outstanding equity interests in the Company in the event of an
unsolicited attempt by an acquiror to take over the Company, in a manner or on
terms not approved by the Board of Directors. Takeover attempts frequently
include coercive tactics to deprive a corporation's Board of Directors and its
stockholders of any real opportunity to determine the destiny of the
corporation. The Rights have been declared by the Board in order to deter such
tactics, including a gradual accumulation of shares in the open market of a 15%
or greater position to be followed by a merger or a partial or two-tier tender
offer that does not treat all stockholders equally. These tactics unfairly
pressure stockholders, squeeze them out of their investment without giving them
any real choice and deprive them of the full value of their shares.
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The Rights are not intended to prevent a takeover of the Company and
will not do so. The Rights are not exercisable in the event of a Permitted
Offer, as described above. The Rights may be redeemed by the Company at $.005
per Right within ten days (or such later date as may be determined by a majority
of the Continuing Directors) after the accumulation of 15% or more of the
Company's outstanding Common Shares by a single acquiror or group (or, in the
case of Collagen Corporation, the acquisition of Common Shares that would
increase its holdings above their September 21, 1994 level, unless approved by
the Company's Board of Directors or a committee thereof). Accordingly, the
Rights should not preclude any merger or business combination approved by the
Board of Directors. Issuance of the Rights does not in any way weaken the
financial strength of the Company or interfere with its business plans. The
issuance of the Rights has no immediate dilutive effect, will not affect
reported earnings per share, should not be taxable to the Company or to its
stockholders and will not change the way in which the Company's shares are
presently traded. The Company's Board of Directors believes that the Rights
represent a sound and reasonable means of addressing the complex issues of
corporate policy created by the current takeover environment. However, the
Rights may have the effect of rendering more difficult or discouraging an
acquisition of the Company deemed undesirable by the Board of Directors. The
Rights may cause substantial dilution to a person or group that attempts to
acquire the Company on terms or in a manner not approved by the Company's Board
of Directors, except pursuant to an offer conditioned upon the negation,
purchase or redemption of the Rights.
Item 2. Exhibits.
1. (1) Preferred Shares Rights Agreement, dated as of
September 21, 1994, between Target Therapeutics, Inc.
and The First National Bank of Boston, including the
Certificate of Designation of Rights, Preferences and
Privileges of Series A Participating Preferred Stock,
the form of Rights Certificate and the Summary of
Rights attached thereto as Exhibits A, B and C,
respectively.
2. (2) Amendment to Preferred Shares Rights Agreement,
dated may 7, 1996, between Target Therapeutics, Inc.
and The First National Bank of Boston.
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(1) Previously filed.
(2) Incorporated by reference to Exhibit No. 4.2 filed
with the Company's Form 10-K for the year ended March
31, 1996.
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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.
TARGET THERAPEUTICS, INC.
Date: November 18, 1996 By /s/ Robert E. McNamara
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Robert E. McNamara
Vice President, Finance and
Administration, Chief Financial Officer and
Assistant Secretary
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