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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MOLECULAR DYNAMICS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 94-3050031
(STATE OF INCORPORATION (IRS EMPLOYER
OR ORGANIZATION) IDENTIFICATION NO.)
928 EAST ARQUES AVENUE, SUNNYVALE, CALIFORNIA 94086
(Address of Principal Executive Offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
NONE
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(Title of Class)
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form
relates: (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
Name of exchange on which each class is to be registered
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NASDAQ National Market
Title of each Class to be so registered
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Preferred Stock Purchase Rights
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Item 1 of Form 8-A dated December 2, 1994 (the "Form 8-A"), of Molecular
Dynamics, Inc. is hereby amended as follows:
Item 1. DESCRIPTION OF SECURITIES.
Item 1 of the Form 8-A is hereby amended by adding the following
paragraph at the end of Item 1 of the Form 8-A:
On August 9, 1998, Molecular Dynamics, Inc. (the "Company") executed an
amendment (the "Amendment") to the Rights Agreement, dated as of November 23,
1994 (the "Rights Agreement"), between the Company and Harris Trust and
Savings Bank, as Rights Agent. The Amendment provides that neither Amersham
Pharmacia Biotech Ltd., a Delaware corporation ("Parent"), APB Acquisition
Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger
Sub"), any of their respective Affiliates or Associates nor any of their
respective permitted assignees or transferees will become an Acquiring Person
(as that term is defined in the Rights Agreement) as a result of the
occurrence of any of the following: (i) execution of the Agreement and Plan of
Merger dated as of August 9, 1998, among Parent, Merger Sub and the Company
(the "Merger Agreement"), (ii) commencement and consummation of the Offer (as
defined in the Merger Agreement), (iii) the acquisition of Shares (as defined
in the Merger Agreement) by Sub pursuant to the Offer or (iv) the consummation
of the Merger (as defined in the Merger Agreement). The Amendment further
provides that, despite the occurrence of any of the events described under
(i), (ii), (iii) or (iv) above, a Distribution Date (as defined in the Rights
Agreement) or the Shares Acquisition Date (as defined in the Rights Agreement)
will not occur.
The foregoing description of the Amendment is qualified in its entirety
by reference to the full text of the Amendment, which is attached hereto as
Exhibit 4.1(b) and is incorporated herein by reference, and to the Rights
Agreement which was attached as an exhibit to the Form 8-A filed on December
7, 1994 and which is incorporated herein by reference.
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ITEM 2. EXHIBITS.
Exhibit No. Description
4.1(a)* Rights Agreement dated as November 23, 1994 by and
between Molecular Dynamics, Inc. and Harris Trust and
Savings Bank.
4.1(b) First Amendment to the Rights Agreement dated as of
August 9, 1998 by and between Molecular Dynamics, Inc.
and Harris Trust and Savings Bank.
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* Incorporated by reference to Exhibit 1 to Form 8-A dated December 2, 1994,
File No. 0-19955.
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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 hereunto duly authorized.
Date: August 14, 1998 MOLECULAR DYNAMICS, INC.
(Registrant)
By: /s/Jay Flatley
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Name: Jay Flatley
Title: President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
4.1(a)* Rights Agreement dated as November 23, 1994 by and
between Molecular Dynamics, Inc. and Harris Trust and
Savings Bank.
4.1(b) First Amendment to the Rights Agreement dated as of
August 9, 1998 by and between Molecular Dynamics, Inc.
and Harris Trust and Savings Bank.
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* Incorporated by reference to Exhibit 1 to Form 8-A dated December 2, 1994,
File No. 0-19955.
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FIRST AMENDMENT TO RIGHTS AGREEMENT
This Amendment dated August 9, 1998 ("Amendment") to the Rights
Agreement ("Agreement"), dated as of November 23, 1994, is between Molecular
Dynamics, Inc., a Delaware corporation (the "Company"), and Harris Trust and
Savings Bank (the "Rights Agent).
Pursuant to Section 27 of the Agreement, the Continuing Directors (as
defined in the Agreement) have determined on August 9, 1998 that it is in the
best interest of the Company to amend the Company's Rights Agreement as set
forth below and the Amendment is being executed by the Company and the Rights
Agent for the purpose of amending the Agreement as set forth below:
The Agreement is hereby amended as follows:
1. Section 1(a) shall be amended by inserting the following at the end
of Section 1(a):
"Notwithstanding the foregoing or any provision to the contrary in
this Agreement, none of Amersham Pharmacia Biotech Ltd. ("Parent"), APB
Acquisition Corp. ("Sub"), or any of their respective subsidiaries,
Affiliates or Associates is an Acquiring Person pursuant to this
Agreement solely by virtue of the execution of the Agreement and Plan of
Merger of even date herewith among Parent, Sub and the Company (the
"Merger Agreement"), commencement and consummation of the Offer (as
defined in the Merger Agreement), the acquisition of Shares (as defined
in the Merger Agreement) by Sub pursuant to the Offer or the consummation
of the Merger (as defined in the Merger Agreement)."
2. Section 1(1) shall be amended by inserting the following at the end
of Section 1(1):
"Notwithstanding the foregoing or any provision to the contrary
in this Agreement, a Distribution Date shall not occur solely by
reason of the Offer, the execution of the Merger Agreement, the
acquisition of the Shares by Sub pursuant to the Offer or the
consummation of the Merger."
3. Section 1(cc) shall be amended by inserting the following at the end
of Section 1(cc):
"Notwithstanding the foregoing or any provision to the contrary
in this Agreement, a Shares Acquisition Date shall not occur solely by
reason of the Offer, the execution of the Merger Agreement, the
acquisition of the Shares by Sub pursuant to the Offer or the
consummation of the Merger."
4. Clause (i) of Section 7(a) shall be amended and restated in its
entirety to read as follows:
"(i) the earlier of (A) immediately prior to the Effective Time
(as defined in the Merger Agreement) or (B) the close of business on
December 2, 2004 (the "Final Expiration Date")"
5. This Amendment shall be deemed to be entered into under the laws of
the State of Delaware and for all purposes shall be governed by and construed
in accordance with the laws of such State applicable to contracts to be made
and performed entirely within such State.
6. This Amendment may be executed in any number of counterparts and
each of such counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the same
instrument.
7. As amended hereby, the Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties hereto have duly executed this First
Amendment to Rights Agreement as of the date first written above.
MOLECULAR DYNAMICS, INC.
By: /s/ Jay Flatley
Name: Jay Flatley
Title: President and Chief Executive Officer
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Attest: /s/ David L. Barker
Name: David L. Barker
Title: Vice President
HARRIS TRUST AND SAVINGS BANK,
AS RIGHTS AGENT
By: /s/ Susan Knaack
Name: Susan Knaack
Title: Officer
