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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): November 26, 1996.
INTEG INCORPORATED
(Exact name of registrant as specified in its charter)
Minnesota 0-28420 41-1670176
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
2800 Patton Road, St. Paul, MN 55113
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (612) 639-8816
Not Applicable
(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS
The Board of Directors of Integ Incorporated (the "Company") has
declared a dividend of one preferred share purchase right (a "Right") per share
for each outstanding share of Common Stock, par value $.01 (the "Common
Shares"), of the Company. The dividend is payable to shareholders of record on
December 6, 1996 (the "Record Date").
Each Right entitles the registered holder to purchase from the Company
one one-hundredth of a share of Series A Junior Participating Preferred Stock,
par value $.01 (the "Preferred Shares"), of the Company at a price of $110 per
one-hundredth 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"), dated as of November 26, 1996, between the
Company and Norwest Bank Minnesota, National Association, as Rights Agent (the
"Rights Agent").
Initially, the Rights will be evidenced by the certificates
representing Common Shares then outstanding and no separate Right Certificates
will be distributed. The Rights will separate from the Common Shares, and a
Distribution Date for the Rights will occur, upon the earlier of: (i) the close
of business on the 10th day following a public announcement that a Person or
group of affiliated or associated Persons has become an "Acquiring Person"
(i.e., has become, subject to certain exceptions, the beneficial owner of 15% or
more of the outstanding Common Shares other than as a result of a Permitted
Offer and subject to certain exceptions) and (ii) the close of business on the
10th day following the commencement or public announcement of a tender offer or
exchange offer, the consummation of which would result in a Person or group of
affiliated or associated Persons becoming an Acquiring Person.
A "Permitted Offer" is a tender offer or an exchange offer for all
outstanding Common Shares of the Company at a price and on terms determined by
the Board of Directors of the Company after receiving advice from one or more
investment banking firms, to be (a) fair to shareholders (taking into account
all factors which the Board of Directors deems relevant) and (b) otherwise in
the best interests of the Company and its shareholders and which the Board of
Directors determines to recommend to the shareholders of the Company.
Until the Distribution Date, (i) the Rights will be evidenced by the
Common Share certificates and will be transferred with and only with the Common
Shares, (ii) new Common Share certificates issued after the Record Date upon
transfer or new issuance of the Common Shares will contain a notation
incorporating the Rights Agreement by reference, and (iii) the surrender for
transfer of any Common Share certificate, even without such notation or a copy
of this Summary of Rights attached thereto, will also constitute the transfer of
the Rights associated with the Common Shares represented by such certificate.
As promptly 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 December 6, 2006, unless extended or 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 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
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certain rights, options or warrants to subscribe for or purchase Preferred
Shares or convertible securities at 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 or dividends payable in Preferred Shares) or of subscription rights or
warrants (other than those described in clause (ii) of this paragraph). With
certain exceptions, no adjustment in the Purchase Price will be required until
cumulative adjustments require an adjustment of at least 1% in the Purchase
Price.
No fraction of a Preferred Share (other than fractions in integral
multiples of one one-hundredth of a share) will be issued and, in lieu thereof,
an adjustment in cash will be made based on the closing price on the last
trading date prior to the date of exercise.
The number of outstanding Rights and the number of one one-hundredths
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 $1.00 per share but will be entitled to an
aggregate dividend of 100 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 $100.00 per share but will be
entitled to an aggregate payment of 100 times the payment made per Common Share.
Each Preferred Share will have 100 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 100 times the amount received per Common Share. These rights are
subject to adjustment in the event of a stock dividend on the Common Shares or a
subdivision, combination or consolidation of the Common Shares.
In the event any Person becomes an Acquiring Person, each holder of a
Right shall thereafter have a right to receive, upon exercise thereof at the
then current aggregate exercise price, in lieu of Preferred Shares, such number
of Common Shares of the Company having a current per share market price equal to
twice the current aggregate exercise price.
In the event that the Company is acquired in certain mergers or other
business combination transactions or 50% or more of the assets or earning power
of the Company and its subsidiaries (taken as a whole) are sold and after the
consummation thereof there is an Acquiring Person, holders of the Rights will
thereafter have the Right to receive, upon exercise thereof at the then current
exercise price of the Right, such number of Common Shares of the acquiring
company (or, in certain cases, one of its Affiliates) having a current per share
market price equal to twice the current aggregate exercise price.
At any time after a Person becomes an Acquiring Person (subject to
certain exceptions), and prior to the acquisition by a Person of 50% or more of
the outstanding Common Shares, the Board of Directors of the Company may
exchange all or part of the Rights for Common Shares at an exchange ratio of one
Common Share per right, subject to adjustment.
At any time before a Person has become an Acquiring Person, the Board
of Directors of the Company may redeem the Rights in whole, but not in part, at
a price of $.01 per Right (the "Redemption Price"), subject to adjustment. The
redemption of the Rights may be made effective at such time, on such basis and
with such conditions as the Board of Directors in its sole discretion may
establish.
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Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including without limitation, the right
to vote or to receive dividends.
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.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS
99. Press Release dated November 27, 1996.
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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, hereto duly authorized.
Date: November 27, 1996
INTEG INCORPORATED
By /s/ Frank A. Solomon
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Frank A. Solomon
President and Chief Executive Officer
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EXHIBIT INDEX
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EXHIBIT DESCRIPTION OF EXHIBIT PAGE NUMBER
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99 Press Release dated November 27, 1996 7
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Exhibit 99
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Press Release
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FOR IMMEDIATE RELEASE
INTEG INCORPORATED
ADOPTS SHAREHOLDER RIGHTS PLAN
ST. PAUL, MINN., November 27--Integ Incorporated (NASDAQ: NTEG) announced
today that its board of directors has adopted a shareholder rights plan, which
provides protection against hostile takeovers and market activities that could
result in sale of the company. The board of directors retains the right to
approve a sale of the company prior to the happening of certain events.
The company has declared a dividend of one right for each common share
outstanding on December 6, 1996. Each right will entitle a shareholder to buy
1/100 of a share of the company's newly created Series A Junior Participating
Preferred Stock at an exercise price of $110.00. The rights will become
exercisable 10 days after a person or group acquires 15% or more of the
company's common shares or a tender offer is commenced that would result in
ownership by a person or group of 15% or more of the company's common shares.
The company may redeem the rights at $.01 per right at certain times. The
rights will expire on December 6, 2006.
If prior to the redemption of the rights, a person or group acquires 15% or
more of the company's common shares, each right (other than those owned by such
a 15% acquiring person or group) will entitle its holder to purchase, at the
then-current exercise price, that number of common shares of the company having
a market value of twice the right's exercise price. However, Medical Innovation
Partners and its affiliates (which currently beneficially own 25.5% of the
company's shares) will not be considered an acquiring person so long as its
beneficial ownership does not exceed 27.5% of the company's outstanding shares.
In addition, if the company sells more than 50% of its assets or earning power
or is acquired in a merger or other business combination transaction in which it
is not the surviving corporation, the rights will become a right to acquire
common shares of an acquiring person at the discounted price.
Integ Incorporated is developing the Lifeguide System, a painless and
bloodless handheld glucose monitoring product for use by people with diabetes.
The Lifeguide System will allow people with diabetes to frequently self-monitor
their glucose levels without repeatedly enduring the pain of lancing their
fingers, thus allowing them to manage their disease more effectively and
conveniently.
