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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: July 2, 1997
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UROMED CORPORATION
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(Exact name of registrant as specified in its charter)
Massachusetts 000-23266 04-3104185
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
64 A Street, Needham, Massachusetts 02194
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Address of principal executive offices
Registrant's telephone number, including area code: (617) 433-0033
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Item 5. Other Events
As of June 24, 1997, the Board of Directors of UroMed Corporation, a
Massachusetts corporation (the "Company"), declared a dividend distribution
of one preferred share purchase right (a "Right") for each outstanding share
of common stock, no par value per share (the "Common Shares"), of the
Company. The dividend is payable on July 9, 1997 (the "Record Date") to the
stockholders of record on that date. Except as described below, each Right,
when exercisable, entitles the registered holder to purchase from the Company
one one-thousandth of a share of Series A Junior Participating Preferred
Stock, par value $.01 per share (the "Preferred Shares"), of the Company at a
price of $22.00 per one one-thousandth of a Preferred Share (the "Purchase
Price"), subject to adjustment. The description and terms of the Rights are
set forth in a Rights Agreement (the "Rights Agreement") between the Company
and State Street Bank and Trust Company, as Rights Agent (the "Rights Agent").
Initially, the Rights will be attached to all certificates representing
Common Shares then outstanding, and no separate Rights certificates will be
distributed. Until the earlier to occur of (i) 10 business days following a
public announcement that a person or group of affiliated or associated
persons (an "Acquiring Person", which does not include certain institutional
investors which temporarily exceed the 15% threshold, and which does not
include John G. Simon, the current President and Chief Executive Officer of
the Company, and his associates so long as together they own less than 25% of
the Common Shares) have acquired beneficial ownership of 15% or more of the
outstanding Common Shares (the date of such an announcement being a "Shares
Acquisition Date"), or (ii) 10 business days (or such later date as may be
determined by action of the Board of Directors prior to such time as any
Person becomes an Acquiring Person) following the commencement of, or
announcement of an intention to make, 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 such outstanding Common Shares (the earliest of such
dates being called the "Distribution Date"), the Rights will be evidenced,
with respect to any of the Common Share certificates outstanding as of the
Record Date, by such Common Share certificate together with a copy of the
Summary of Rights to be distributed to stockholders shortly after July 9,
1997 (the "Summary of Rights").
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
issuance of 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
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. As soon as practicable following
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the Distribution Date, separate certificates evidencing the Rights ("Rights
Certificates") will be mailed to holders of record of the Common Shares as of
the close of business on the Distribution Date, and the separate Rights
Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on July 9, 2007 (the "Final Expiration Date"), unless the Rights
are earlier redeemed 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 are 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 at a
price, or securities convertible into Preferred Shares with a conversion
price, less than the then current market price of the Preferred Shares or
(iii) upon the distribution to holders of the Preferred Shares of evidences
of indebtedness or assets (excluding regular periodic cash dividends paid out
of earnings or retained earnings or dividends payable in Preferred Shares) or
of subscription rights or warrants (other than those referred to above).
The number of outstanding Rights and the number of one one-thousandths of
a Preferred Share issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such
case, prior to the Distribution Date.
Preferred Shares purchasable upon exercise of the Rights will not be
redeemable. Each Preferred Share will be entitled to a minimum preferential
quarterly dividend payment of $1 per share but 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 minimum preferential liquidation payment of $10.00 per share
but will be entitled to an aggregate payment of 1,000 times the payment made
per Common Share. Each Preferred Share will have 1,000 votes, voting
together with the Common Shares. Finally, in the event of any merger,
consolidation or other transaction in which Common Shares are exchanged, each
Preferred Share will be entitled to receive 1,000 times the amount received
per Common Share. These rights are protected by customary antidilution
provisions.
Because of the nature of the Preferred Shares' dividend, liquidation and
voting rights, the value of the one one-thousandth interest in a Preferred
Share purchasable upon exercise of each Right is intended to approximate the
value of one Common Share.
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In the event that, after the first date of public announcement by the
Company or an Acquiring Person that an Acquiring Person has become such, the
Company is involved in a merger or other business combination transaction in
which the Common Shares are exchanged or changed, or 50% or more of the
Company's consolidated assets or earning power are sold (in one transaction
or a series of transactions), proper provision will be made so that each
holder of a Right (other than an Acquiring Person) will 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 acquiring
company (or, in the event there is more than one acquiring company, the
acquiring company receiving the greatest portion of the assets or earning
power transferred) which at the time of such transaction would have a market
value of two times the exercise price of the Right.
In the event that (i) any person becomes an Acquiring Person, (ii) an
Acquiring Person engages in one or more "self-dealing" transactions as set
forth in the Rights Agreement, or (iii) during such time as there is an
Acquiring Person, there shall be a reclassification of securities or a
recapitalization or reorganization of the Company or other transaction or
series of transactions involving the Company which has the effect of
increasing by more than 1% the proportionate share of the outstanding shares
of any class of equity securities of the Company or any of its subsidiaries
beneficially owned by the Acquiring Person, proper provision shall be made so
that each holder of a Right, other than Rights beneficially owned by any
Acquiring Person, will thereafter have the right to receive upon exercise
that number of Common Shares having a market value of two times the exercise
price of the Right. Upon occurrence of any of the events described in the
immediately preceding sentence, any Rights that are, or (under certain
circumstances specified in the Rights Agreement) were, beneficially owned by
any Acquiring Person shall immediately become null and void. At any time
after the occurrence of any such event and prior to the acquisition by any
person or group of 50% or more of the outstanding Common Shares, the
Continuing Directors (as defined below) may exchange the Rights (other than
Rights owned by an Acquiring Person and certain related persons which have
become void), in whole or in part, at an exchange ratio of one Common Share,
or one one-thousandth of a Preferred Share (or of a share of a class or
series of the Company's preferred stock having equivalent rights, preferences
and privileges), per Right (subject to adjustment).
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. No fractional Preferred Shares will be issued (other
than fractions which are integral multiples of one one-thousandth of a
Preferred Share, which may, at the election of the Company, be evidenced by
depositary receipts) and in lieu thereof, an adjustment in cash will be made
based on the market price of the Preferred Shares on the last trading day
prior to the date of exercise.
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At any time prior to the earlier of (i) the tenth day after a Shares
Acquisition Date, or (ii) the expiration of the Rights, the Board of
Directors may redeem the Rights in whole, but not in part, at a price of
$.001 per Right (the "Redemption Price"). Under certain circumstances set
forth in the Rights Agreement, such a redemption would require the
concurrence of the Company's "Continuing Directors", that is, any director
who is not an Acquiring Person or an affiliate or associate of an Acquiring
Person and who was in office prior to the date of the Rights Agreement or
subsequently nominated by a majority of the Continuing Directors.
Thereafter, the Rights may only be redeemed by the Continuing Directors in
whole, but not in part, at the Redemption Price, (a) under certain
circumstances described in the Rights Agreement involving a disposition of
Common Shares by the Acquiring Person such that the Acquiring Person's common
share ownership is reduced to 10% or less, or (b) if such redemption is
incidental to a merger or other business combination transaction or series of
transactions involving the Company but not involving an Acquiring Person and
satisfying certain other conditions. The redemption of the rights may be
made effective at such time on such basis and with such conditions as the
Board of Directors or the Continuing Directors, as the case may be, in their
sole discretion may establish. Immediately upon any 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.
Other than those provisions relating to the principal economic terms of
the Rights, any of the provisions of the Rights Agreement may be amended by
the Board of Directors of the Company prior to the Distribution Date. After
the Distribution Date, the provisions of the Rights Agreement may be amended
by the Board (in certain circumstances, with the concurrence of the
Continuing Directors) in order to cure any ambiguity, to make changes that do
not adversely affect the interests of holders of Rights (excluding the
interests of any Acquiring Person), or to shorten or lengthen any time period
under the Rights Agreement; provided, however, that no amendment to adjust
the time period governing redemption shall be made at such time as the Rights
are not redeemable.
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.
A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an Exhibit to a Registration Statement on Form 8-A. A
copy of the Rights Agreement is available free of charge from the Company.
This summary description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement, which is
hereby incorporated herein by reference.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
Exhibit Number Description
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99.1 Rights Agreement, dated as of June 26, 1997, including
exhibits thereto, between the Registrant and State Street
Bank and Trust Company, as Rights Agent. Incorporated by
reference from the Registrant's Registration Statement on
Form 8-A, dated July 2, 1997, to which it is Exhibit No. 1.
99.2 Press Release, dated June 26, 1997, announcing the adoption
of the Registrant's new Stock Purchase Rights Plan.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
UROMED CORPORATION
Dated: June 30, 1997 By: /s/ John G. Simon
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John G. Simon, President and Chief
Executive Officer
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[UroMed Letterhead]
FOR IMMEDIATE RELEASE:
Contact:
Kristen Galfetti or James R. Buckley
Investor Relations Specialist Senior Consultant
UroMed Corporation Sharon Merrill Accociates
Tel: (617) 433-0033 Tel: (617) 542-5300
UROMED CORPORATION ADOPTS SHAREHOLDER RIGHTS PLAN
NEEDHAM, MA, June 26, 1997 -- UroMed Corporation (NASDAQ:URMD) announced
today that its Board of Directors has adopted a Shareholder Rights Plan.
This Plan provides shareholders with special purchase rights under certain
circumstances, including if any new person or group acquires 15 percent or
more of the Company's common stock.
Commenting on the Plan, John G. Simon, chairman of the board and chief
executive officer, stated, "Our Board believes that UroMed's current stock
price does not adequately reflect the value of our multiple technologies and
market opportunities. This Rights Plan is designed to maximize long-term
shareholder value by providing flexibility to our Board of Directors in the
event that we receive an offer for the Company that is unfair, coercive,
inadequate or not in the best interest of all shareholders. This is an
action that the Board has considered thoroughly, and the Plan takes a basic
form similar to that used by many other public companies." Mr. Simon also
noted that UroMed was not aware of any proposed acquisition of the Company but
was aware of, and responding to, increased levels of acquisition activity in
the healthcare industry.
The Plan will be described in greater detail in a letter that will be
sent to all stockholders of record as of July 9, 1997, as well as in a
Current Report on Form 8-K to be filed by the Company with the Securities and
Exchange Commission.
(more)
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UroMed/2
UroMed, founded in October, 1990, is dedicated to establishing itself as
a leader in the development of male and female health care products. Its
initial area of focus is the provision of a unique and valuable integrated
system of continence care for health professionals, patients and payors.
Currently, UroMed's system includes the Reliance -Registered Trademark-
Urinary Control Insert, the Impress -TM- Softpatch, the INTROL -Registered
Trademark- Bladder Neck Support Prosthesis - all FDA cleared for marketing,
as well as the PelvicFlex -TM- Personal Trainer video. This system is
complemented by a direct customer support and distribution system. In
addition, UroMed continues to dedicate significant resources to the
development and/or acquisition of new options that fit into UroMed's
continuum of care, both within and outside of the continence care market.
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INTROL -Registered Trademark- Bladder Neck Support Prosthesis and Reliance
- -Registered Trademark- Urinary Control Insert are registered trademarks of
UroMed corporation. Impress -TM- Softpatch and PelvicFlex -TM- video are
trademarks of UroMed Corporation.
