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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
RIBOZYME PHARMACEUTICALS, INC.
(Exact name of Registrant as specified in its charter)
Delaware
(State of Incorporation or Organization)
34-1697351
(I.R.S. Employer Identification No.)
2950 Wilderness Place
Boulder, Colorado 80301
(Address of Principal Executive Offices)
Securities to be registered pursuant to Section 12(b) of the Act: Not
applicable
Title of each class to be so registered: Not applicable
Name of each exchange on which each class is to be registered: Not
applicable
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. [X]
Securities Act registration statement file number to which this form
relates: Not applicable.
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 Registrant's Securities to be Registered
On November 21, 2000, the Board of Directors of Ribozyme Pharmaceuticals,
Inc. (the "Company"), adopted a Stockholders Rights Plan and declared a dividend
distribution of one Right for each outstanding share of the Company's common
stock, par value $.01 per share (the "Common Stock"), to stockholders of record
at the close of business on December 8, 2000 (the "Record Date"). Each Right
entitles the registered holder to purchase from the Company one one-hundredths
of a share of Series AA Junior Participating Preferred Stock (the "Preferred
Stock"), at a purchase price of $300.00, subject to adjustment. The description
and terms of the Rights are set forth in a Rights Agreement dated as of November
22, 2000, 2000 between the Company and American Stock Transfer & Trust Company,
as Rights Agent ("Rights Agent") filed as an exhibit hereto.
DISTRIBUTION DATE
Until the Distribution Date, (i) the Rights will be evidenced by the Common
Stock certificates and will be transferred with and only with such Common Stock
certificates, (ii) new Common Stock certificates issued after December 8, 2000
will contain a legend incorporating the Rights Agreement by reference, and (iii)
the surrender or transfer of any certificates for Common Stock outstanding will
also constitute the transfer of the Rights associated with the Common Stock
represented by such certificate.
The Rights will separate from the Common Stock and a Distribution Date will
occur upon the earlier of (i) the tenth day following a public announcement that
a person or group of affiliated or associated persons, with certain exceptions
set forth below, has acquired beneficial ownership of 15% or more of the
outstanding Common Stock of the Company (an "Acquiring Person") or (ii) the
tenth business day after the date of the announcement of a person's or group's
intention to commence a tender or exchange offer the consummation of which would
result in the ownership of 15% or more of the outstanding Common Stock.
An Acquiring Person does not include the Company, any subsidiary of the
Company, any benefit plan of the Company or of any subsidiary of the Company, or
any person organized, appointed or established by the Company for or pursuant to
the terms of any such plan. No person shall become an Acquiring Person as the
result of an acquisition of Common Stock by the Company which increases the
proportionate number of Common Stock beneficially owned by such person to 15% or
more of the Common Stock of the Company then outstanding; provided, however,
that if such Acquiring Person shall, after such acquisition by the Company,
become the Beneficial Owner of any additional Common Stock of the Company, then
such Person shall be deemed an "Acquiring Person".
As soon as practicable after the Distribution Date, Rights Certificates
will be mailed to holders of record of the Common Stock as of the close of
business on the Distribution Date and, thereafter, the separate Rights
Certificates alone will represent the Rights. At
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the time of distribution of the Rights Certificates, the Company shall make the
necessary and appropriate rounding adjustments so that Rights Certificates
representing only whole numbers of Rights are distributed and cash is paid in
lieu of any fractional Rights. All Common Stock issued prior to the Distribution
Date will be issued with Rights. The Rights will expire on the earliest of (i)
December 8, 2010 (the "Final Expiration Date") or (ii) redemption or exchange of
the Rights as described below.
RIGHT TO BUY COMPANY COMMON STOCK
Unless the Rights have been redeemed or exchanged, in the event that a
person or group becomes an Acquiring Person and at any time following the
Distribution Date, each holder of a Right will thereafter have the right to
purchase from the Company, for the Purchase Price, in lieu of shares of Series
AA Junior Preferred Stock, that number of shares of Common Stock which at that
time had a market value of twice the Purchase Price. Upon the occurrence of any
such event, any Rights that are owned by an Acquiring Person, its affiliates and
associates and certain transferees thereof, shall become null and void.
RIGHT TO BUY ACQUIRING COMPANY STOCK
Similarly, unless the Rights have been redeemed or exchanged, if, after the
first date of a public announcement by the Company or an Acquiring Person that
an Acquiring Person has become such, (a) the Company is acquired in a
consolidation, merger, statutory share exchange or other business combination
transaction in which the Company is not the surviving corporation, (b) any
Person enters into a consolidation, merger or statutory share exchange with, or
merge with or into, the Company, and the Company shall be the surviving
corporation, or (c) the Company sells or otherwise transfers more than 50% of
the assets or earning power of the Company, each holder of a Right shall
thereafter have the right to receive, upon exercise, common stock of the
acquiring company having a value equal to two times the exercise price of the
Right.
REDEMPTION
The Company may redeem the Rights in whole, but not in part, at any time
prior to the earlier of (i) the close of business on the tenth business day
following the first date of public announcement by the Company or an Acquiring
Person that an Acquiring Person has become such, or (ii) December 8, 2010, at a
price of $.01 per Right. After the redemption period has expired, the Company's
right of redemption may be reinstated if an Acquiring Person reduces his
beneficial ownership to less than 15% of the outstanding shares of Common Stock
in a transaction or series of transactions not involving the Company and there
are no other Acquiring Persons. Immediately upon the action of the Board of
Directors ordering redemption of the Rights, the Rights will terminate and the
only right of the holders of Rights will be to receive the $.01 redemption
price.
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EXCHANGE
At any time after any person becomes an Acquiring Person and prior to the
acquisition by such Acquiring Person of 50% or more of the Company's outstanding
Common Stock, the Board of Directors of the Company may, at its option, exchange
all or part of the then outstanding and exercisable Rights for Common Stock at
an exchange ratio of one share of Common Stock per Right, appropriately adjusted
as necessary. Immediately upon the action of the Board of Directors, the Rights
will terminate and the only right of the holders of Rights shall be to receive
one share of Common Stock per Right.
ADJUSTMENT PROVISION
The Purchase Price payable and the number and kind of shares of Preferred
Stock or capital stock, as the case may be, issuable upon exercise of the Rights
are subject to adjustment from time to time to prevent dilution in the event a
stock dividend on, or a subdivision, combination or reclassification of, the
Preferred Stock. With certain exceptions, no adjustment in the Purchase Price
shall be required unless such adjustment would require an increase or decrease
of at least 1% in the Purchase Price; provided, however, that any adjustments of
less than 1% in the Purchase Price shall be carried forward and taken into
account in any subsequent adjustment.
AMENDMENT
Prior to the Distribution Date, the terms of the Rights may be amended by
the Board of Directors in its discretion without the consent of the Rights
holders. After the Distribution Date, the Board of Directors may, subject to
certain limitations, amend the Rights Agreement to clarify or resolve any
ambiguity, defect or inconsistency, to shorten or lengthen any time period under
the Rights Agreement or to make other changes that do not adversely affect the
interests of the Rights holders (excluding the interests of Acquiring Persons).
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, including, without limitation, the right
to vote or to receive dividends.
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Item 2. Exhibits
1. Rights Agreement dated as of November 22, 2000 between Ribozyme
Pharmaceuticals, Inc. and American Stock Transfer & Trust Company, the form
of Certificate of Designation of Series AA Junior Participating Preferred
Stock attached as Exhibit A thereto, the form of Rights Certificate
attached as Exhibit B thereto, and the form of Summary of Rights attached
as Exhibit C thereto. Pursuant to the Rights Agreement, printed Rights
Certificates will be mailed as soon as practicable after the Distribution
Date.
SIGNATURES
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.
DATE: November 27, 2000 RIBOZYME PHARMACEUTICALS, INC.
By: /s/ Lawrence Bullock
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Lawrence E. Bullock, Vice President of
Administration and Finance, Chief Financial
Officer and Secretary
