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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Hyseq, Inc.
(Exact Name of Registrant as Specified in Charter)
Nevada 36-3855489
(State or Other Jurisdiction (IRS Employer Identification No.)
of Incorporation)
670 Almanor Avenue, Sunnyvale, CA 94086
(Address of Principal Executive Offices including Zip Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [ ]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
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(b) OF THE ACT:
Title of each class Name of each exchange
to be so registered on which registered
None Not applicable
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Rights to purchase Series B Junior Participating Preferred Stock
(Title of class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The Board of Directors of Hyseq, Inc. (the "Company") declared a
dividend distribution of one right (a "Right") for each outstanding share of
common stock, par value $.001 per share, of the Company (the "Common Stock") to
stockholders of record at the close of business on June 15, 1998 (the "Record
Date"). The Rights were issued pursuant to a Rights Agreement dated June 5, 1998
(the "Rights Agreement").
Each Right entitles the registered holder to purchase from the Company
one one-thousandth of a share of Series B Junior Participating Preferred Stock,
par value $.001 per share, of the Company (the "Preferred Shares") at a price of
$175.00 per one one-thousandth of a Preferred Share (the "Purchase Price"),
subject to adjustment.
Until the earlier to occur of (i) 10 business days following a public
announcement that an "Acquiring Person" (as defined below) has acquired
beneficial ownership of 15% (27.5% in the case of an "Approved Stockholder" (as
defined below)) or more of the outstanding Common Stock or (ii) 10 business days
(or such later date as may be determined by the Board of Directors prior to such
time as any person becomes an Acquiring Person) following the commencement or
announcement of an intention to make a tender offer or exchange offer, the
consummation of which would result in a person or entity becoming the beneficial
owner of 15% (27.5% in the case of an Approved Stockholder) or more of such
outstanding Common Stock (the earlier of such dates being called the
"Distribution Date"), the Rights will be evidenced, with respect to any of the
Common Stock outstanding as of the Record Date, by such Common Share
certificate. The term "Acquiring Person" is defined as any person or group of
affiliated or associated persons (other than the Company and its subsidiaries
and employee benefit plans of the Company and its subsidiaries) who has acquired
beneficial ownership of 15% (27.5% in the case of an Approved Stockholder) or
more of the outstanding Common Shares. The term "Approved Stockholder" means any
stockholder who is approved by a majority of the directors who are not employees
of the Company or representatives of an Acquiring Person or an Approved
Stockholder ("Outside Directors") and who, to the extent deemed desirable and in
a form approved by a majority of the Outside Directors, enters into a standstill
agreement with the Company, such person being an Approved Stockholder so long as
such person owns less than 27.5% of the outstanding Common Shares.
The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with and only with the Common Shares. Until the
Distribution Date (or earlier redemption or expiration of the Rights), new
Common Share certificates issued after the Record Date upon transfer or new
issuances of the Common Shares will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender for transfer of any certificates for
Common Shares outstanding as of the Record Date, even without such
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notation or a summary description of the Rights being attached thereto, will
also constitute the transfer of the Rights associated with the Common Shares
represented by such certificate. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("Right
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 Right
Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on June 5, 2008, unless earlier redeemed or exchanged by the Company
as described below.
The Purchase Price payable, and the number of Preferred Shares or other
securities or property issuable, upon exercise of the Rights is 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 or purchase Preferred Shares or
convertible securities at less than the current market price of the Preferred
Shares, and (iii) upon the distribution to holders of the Preferred Shares of
evidences of indebtedness, cash, securities or assets (excluding regular
periodic cash dividends at a rate not in excess of 125% of the rate of the last
regular periodic cash dividend theretofore paid or, in case regular periodic
cash dividends have not theretofore been paid, at a rate not in excess of 50% of
the average net income per share of the Company for the four quarters ended
immediately prior to the payment of such dividend, or dividends payable in
Preferred Shares (which dividends will be subject to the adjustment described in
clause (i) above)) or of subscription rights or warrants (other than those
referred to above).
No adjustment in the Purchase Price will be required until cumulative
adjustments require an adjustment of at least 1% in such Purchase Price. No
fractional Preferred Shares (other than fractions that are integral multiples of
one one-thousandth of a Preferred Share) will be issued, and in lieu thereof, a
payment in cash will be made based on the current market value of the Preferred
Shares.
In the event that there is an Acquiring Person, and the Company is
involved in a merger or other business combination transaction wherein the
Company is not the surviving entity, or 50% or more of the Company's
consolidated assets or earning power are sold, proper provision will be made so
that each holder of a Right, other than Rights that are or were beneficially
owned by the Acquiring Person (which will thereafter be void), shall thereafter
have the right to receive, upon the exercise thereof at the then current
exercise price of the Right, that number of shares of common stock of the other
party to the transaction which, at the time of such transaction, have a market
value of two times the exercise price of the Right. In the event that the
Company were the surviving corporation in a merger and the Common Shares were
not changed or exchanged, or in the event that any person becomes an Acquiring
Person, proper provision will be made so that each holder of a Right, other than
Rights that are or were beneficially owned by the Acquiring Person (which will
thereafter be void), will thereafter have the right to receive
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upon exercise that number of Common Shares having a market value of two times
the exercise price of the Right.
The Company may, at its option, at any time prior to the close business
on the tenth (10th) day following the day a person becomes an Acquiring Person
redeem all but not less than all of the then-outstanding Rights at a redemption
price of $.001 per Right, appropriately adjusted to reflect any stock split,
stock dividend, recapitalization, or similar transaction occurring after the
date hereof ("Redemption Price"). Immediately upon the action of the Board of
Directors ordering redemption of the Rights, the right to exercise the Rights
will terminate and the only right of the holders of Rights will be to receive
the Redemption Price.
At any time after a person becomes an Acquiring Person and prior to the
acquisition by such Acquiring Person of 50% or more of the outstanding Common
Shares, the Board of Directors may cause the Company to acquire the Rights
(other than Rights owned by an Acquiring Person, which have become void), in
whole or in part, in exchange for one share of Common Stock per Right (subject
to adjustment).
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. While the distribution of the Rights will not
be taxable to stockholders or to the Company, stockholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable for Common Stock (or other consideration) of the Company or for
common stock of the acquiring company as set forth above.
While the Rights are redeemable, the Company may supplement or amend
any provision of the Rights Agreement in any respect without the approval of any
holders of Rights or Common Shares. When the Rights are no longer redeemable,
the Company may supplement or amend the Rights Agreement without the approval of
any holders of Right Certificates; provided, that no such supplement or
amendment shall adversely affect the interests of the holders of Rights as such
(other than an Acquiring Person or an affiliate or associate of an Acquiring
Person) and no such supplement or amendment may cause the Rights again to become
redeemable. Any supplement or amendment to this Rights Agreement shall require
the affirmative vote of a majority of the Outside Directors, and any extension
of the Final Expiration Date shall require the affirmative vote of
three-quarters of the Outside Directors.
A copy of the Rights Agreement (which includes as Exhibit A the
Certificate of Designations for the Preferred Shares, as Exhibit B the form of
Rights Certificates, and as Exhibit C the Summary of Rights to Purchase Common
Stock) and the form of press release announcing the events described herein are
included in the Company's current report on form 8-K filed on July 31, 1998. A
copy of the Rights Agreement and the Summary of Rights will be available free of
charge from the Company to stockholders submitting written requests therefor to
670 Almanor Avenue, Sunnyvale, CA 94086,
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Attention: Secretary. This summary description of the Rights does not purport to
be complete and is qualified in its entirety by reference to the Rights
Agreement and the exhibits thereto, which are incorporated herein by reference.
ITEM 2. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit Description
<S> <C>
1 Rights Agreement, dated as of June 5, 1998, between Hyseq,
Inc. and U.S. Stock Transfer Corporation (which includes
as Exhibit A the Certificate of Designations for the
Preferred Stock, as Exhibit B the Form of Rights
Certificate, and as Exhibit C the Summary of Rights to
Purchase Preferred Shares) incorporated herein by
reference to the Company's Current Report on Form 8-K
dated July 31, 1998.
</TABLE>
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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, thereto duly authorized.
By: /s/ Christopher R. Wolf
______________________________
Christopher R. Wolf
Executive Vice President and
Chief Financial Officer
Dated: July 31, 1998
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