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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
GLIATECH INC.
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(Exact name of registrant as specified in its charter)
Delaware 34-1587242
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(State of incorporation or organization) (IRS Employer
Identification No.)
23420 Commerce Park Road, Cleveland, Ohio 44122
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(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective upon filing
pursuant to General Instruction A.(c), please 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), please check the following box. [X]
Securities Act registration statement file number to which this form relates:
N/A
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(If applicable)
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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- ------------------------------ ---------------------------------------
- ------------------------------ ---------------------------------------
Securities to be registered pursuant to Section 12(g) of the Act:
Rights to Purchase Preferred Shares
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Title of class
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Title of class
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ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
On November 17, 1999, the Board of Directors of Gliatech Inc. (the
"Company") adopted Amendment No. 1 (the "Amendment") to the Rights Agreement,
dated as of July 1, 1997 (the "Rights Agreement"), between the Company and
American Stock Transfer & Trust Company, as rights agent. The Amendment provides
that the State of Wisconsin Investment Board ("SWIB") shall not be deemed to be
an Acquiring Person (as defined in the Rights Agreement) unless and until such
time as SWIB shall have become the Beneficial Owner (as defined in the Rights
Agreement) of a percentage of the Company's Common Shares then outstanding that
equals or exceeds the SWIB Percentage. "SWIB Percentage" means 20% to and
including January 14, 2001, at which time the SWIB Percentage shall be reduced
to (i) 15%, if SWIB is not the Beneficial Owner of 15% or more of the Common
Shares of the Company outstanding at the close of business on January 14, 2001
or (ii) if SWIB is the Beneficial Owner of 15% or more of the Common Shares of
the Company outstanding at the close of business on January 14, 2001, the next
highest whole percentage (which shall not exceed 20%) in excess of the
percentage of Common Shares of the Company then outstanding beneficially owned
by SWIB.
ITEM 2. EXHIBITS.
Exhibit
Number Exhibit
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4.1 Amendment No. 1 to the Rights Agreement
99.1 Press release, dated November 18, 1999
2
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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.
GLIATECH INC.
By: /s/ Rodney E. Dausch
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Name: Rodney E. Dausch
Title: Chief Financial Officer,
Secretary and
Executive Vice President - Finance
Dated: November 19, 1999
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INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT
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4.1 Amendment No. 1 to the Rights Agreement
99.1 Press release, dated November 18, 1999
4
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Exhibit 4.1
GLIATECH INC.
23420 COMMERCE PARK ROAD
CLEVELAND, OHIO 44122
November 17, 1999
American Stock Transfer & Trust Company
40 Wall Street
New York, NY 10005
Attention: Barry Rosenthal
Re: Amendment No. 1 to Rights Agreement
Ladies and Gentlemen:
Pursuant to Section 27 of the Rights Agreement (the "Rights
Agreement"), dated as of July 1, 1997, between Gliatech Inc. (the "Company"),
and American Stock Transfer & Trust Company, as rights agent, the Company, by
resolution adopted by its Board of Directors, hereby amends the Rights Agreement
as follows:
1. Section 1 of the Rights Agreement is hereby amended by adding the
following Subsections (dd) and (ee) at the end of such Section:
(dd) "SWIB" shall mean the State of Wisconsin Investment Board.
(ee) "SWIB Percentage" shall mean 20% to and including January 14,
2001, at which time the SWIB Percentage shall be reduced to (i)
15%, if SWIB is not the Beneficial Owner of 15% or more of the
Common Shares of the Company outstanding at the close of
business on January 14, 2001 or (ii) if SWIB is the Beneficial
Owner of 15% or more of the Common Shares of the Company
outstanding at the close of business on January 14, 2001, the
next highest whole percentage (which shall not exceed 20%) in
excess of the percentage of Common Shares of the Company then
outstanding beneficially owned by SWIB.
2. Section 1(a) of the Rights Agreement is hereby amended and
restated in its entirety as follows:
(a) "Acquiring Person" means any Person (other than the Company,
any Related Person or SWIB (unless and until SWIB shall have
become the Beneficial Owner of a percentage of Common Shares
then outstanding that equals or exceeds the SWIB Percentage, at
which time SWIB shall be an Acquiring Person)) who or which,
together with all Affiliates and Associates of such Person, is
the Beneficial Owner of 15% or more of the then-outstanding
Common Shares; provided, however, that a Person will not be
deemed to have become an Acquiring Person
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American Stock Transfer & Trust Company
November 17, 1999
Page 2
solely as a result of a reduction in the number of Common
Shares outstanding unless and until such time as (i) such
Person or any Affiliate or Associate of such Person thereafter
becomes the Beneficial Owner of additional Common Shares
representing 1% or more of the then-outstanding Common Shares,
other than as a result of a stock dividend, stock split or
similar transaction effected by the Company in which all
holders of Common Shares are treated equally, or (ii) any other
Person who is the Beneficial Owner of Common Shares
representing 1% or more of the then-outstanding Common Shares
thereafter becomes an Affiliate or Associate of such Person.
Notwithstanding the foregoing, if the Board of Directors of the
Company determines in good faith that a Person who would
otherwise be an "Acquiring Person" as defined pursuant to the
foregoing provisions of this paragraph (a), has become such
inadvertently, and such Person divests as promptly as
practicable a sufficient number of Common Shares so that such
Person would no longer be an "Acquiring Person" as defined
pursuant to the foregoing provisions of this paragraph (a),
then such Person shall not be deemed to be an "Acquiring
Person" for any purposes of this Agreement.
3. The Rights Agreement shall not otherwise be supplemented or amended
by virtue of this Amendment No. 1 to the Rights Agreement, but shall remain in
full force and effect.
4. Capitalized terms used without other definition in this Amendment
No. 1 to the Rights Agreement shall be used as defined in the Rights Agreement.
5. This Amendment No. 1 to the Rights Agreement shall be deemed to be a
contract made under the laws of the State of Delaware and for all purposes will
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 No. 1 to the Rights Agreement 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. This Amendment No. 1 to the Rights Agreement shall be effective as
of, and immediately prior to, the earlier of (i) execution and delivery of the
Merger Agreement and (ii) the execution and delivery of the Option Agreement,
and all references to the Rights Agreement shall, from and after such time, be
deemed to be references to the Rights Agreement as amended hereby.
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American Stock Transfer & Trust Company
November 17, 1999
Page 3
8. Exhibits B and C to the Rights Agreement shall be deemed amended in
a manner consistent with this Amendment No. 1 to the Rights Agreement.
Very truly yours,
Gliatech Inc.
By: /s/ Rodney E. Dausch
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Name: Rodney E. Dausch
Title: Chief Financial Officer,
Secretary and
Executive Vice President - Finance
Accepted and agreed to as of the
effective time specified above:
American Stock Transfer & Trust Company
By: /s/ Herbert J. Lemmer
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Name: Herbert J. Lemmer
Title: Vice President
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Exhibit 99.1
GLIATECH
23420 Commerce Park Road
Cleveland, Ohio 44122 USA
Tel (216) 831-3200 Fax (216) 831-4220
FOR IMMEDIATE RELEASE
Contact: Thomas O. Oesterling, Ph.D.
President and Chief Executive Officer
Gliatech Inc.
(216) 831-3200
GLIATECH ANNOUNCES AMENDMENT TO STOCKHOLDER RIGHTS PLAN
Cleveland, Ohio--November 18, 1999--Gliatech Inc. (Nasdaq: GLIA) announced today
that its Board of Directors has amended Gliatech's stockholder rights agreement.
The amendment allows the State of Wisconsin Investment Board to own up to 20% of
the Company's then outstanding common stock in certain circumstances without
being deemed to be an Acquiring Person pursuant to the rights agreement.
Gliatech is a leader in the discovery and development of therapeutic products
based on the properties of glial cells. The Company applies its core glial
research to developing innovative products for major unmet human health care
needs. Current development initiatives are targeting products to improve
surgical outcomes and to treat neurological disorders.
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