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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
ZYMETX, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-731444040
(State of incorporation (I.R.S. Employer Identification No.)
or organization)
800 Research Parkway, Suite 100
Oklahoma City, Oklahoma 73104
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act:
Title of each class to be so registered
Rights
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On February 3, 1999, the Board of Directors of ZymeTx, Inc. (the
"Company") declared a dividend distribution of one right (a "Right") for each
outstanding share of Common Stock, par value $.001 per share (the "Common
Stock"), of the Company. Each Right entitles the registered holder to purchase
from the Company one one-thousandth of a share of Series A Junior Preferred
Stock, par value $.001 per share (the "Preferred Stock") at a price of $47.50
per one one-thousandth of a share ( the "Exercise Price"), subject to
adjustment. The description and terms of the Rights are set forth in a Rights
Agreement.
Initially, the Rights will be attached to all Common Stock certificates
representing shares then outstanding and no separate Rights Certificate will be
distributed. The Rights will separate from the Common Stock and a "Distribution
Date" will occur upon the day which is 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 20% or more of any class of the outstanding voting stock
of the Company (an "Acquiring Person") and (ii) the tenth business day after the
date of the commencement or 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 20% or more of any class of the Company's outstanding voting
stock (even if no shares are actually purchased pursuant to such offer), or such
later date as may be determined by a majority of the Board of Directors and the
Continuing Directors (as defined below).
An Acquiring Person does not include the Company, any subsidiary of the
Company, any employee benefit plan or employee stock plan of the Company or any
person or group whose ownership of 20% or more of the shares of any class of
voting stock of the Company then outstanding results solely from (i) any action
or transaction or transactions approved by a majority of the Board of Directors
and the Continuing Directors before such person or group became an Acquiring
Person or (ii) a reduction in the number of shares of issued and outstanding
voting stock of the Company pursuant to a transaction or transactions approved
by a majority of the Board of Directors and the Continuing Directors.
The term Continuing Director means any member of the Board of Directors
of the Company who was a member of the Board prior to the adoption of the Rights
Plan and any person who is subsequently elected to the Board if such person is
recommended or approved by a majority of the continuing Directors, but does not
include an Acquiring Person, or an affiliate or associate of an Acquiring
Person, or any representative of the foregoing entities.
In the event that, without the approval of the Board of Directors (and
the Continuing Directors), an Acquiring Person becomes the beneficial owner of
20% or more of the then outstanding shares of Common Stock (unless such
acquisition is made pursuant to a tender offer for all outstanding shares of the
Company, at a price determined by a majority of the Continuing Directors of the
Company to be fair and otherwise in the best interest of the Company and its
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stockholders), each holder of a Right will thereafter have the right to receive,
upon exercise, Common Stock (or, in certain circumstances, cash, property or
other securities of the Company) having a value equal to two times the Exercise
Price. Notwithstanding any of the foregoing, following the occurrence of any of
the events set forth in this paragraph (the "Flip-In Events"), all Rights that
are or (under certain circumstances specified in the Rights Agreement) were
beneficially owned by any Acquiring Person will be null and void.
In the event that following the Stock Acquisition Date, without the
approval of the Board of Directors (and the Continuing Directors), (i) the
Company engages in a merger or business combination transaction in which the
Company is not the surviving corporation (other than a merger that follows a
tender offer determined to be fair to the stockholders of the Company, as
described in the preceding paragraph); (ii) the Company engages in a merger or
business combination transaction in which the Company is the surviving
corporation and the Common Stock is changed or exchanged; or (iii) 50% or more
of the Company's assets or earning power is sold or transferred, each holder of
a Right (except Rights which have previously been voided as set forth above)
shall thereafter have the right to receive, upon exercise of the Right, common
stock of the acquiring company having a value equal to two times the Exercise
Price.
The Exercise Price and the number of units of Preferred Stock 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
Stock, (ii) if holders of the Preferred Stock are granted certain rights or
warrants to subscribe for Preferred Stock or convertible securities at less than
the current market price of the Preferred Stock, or (iii) upon the distribution
to holders of the Preferred Stock of evidences of indebtedness or assets
(excluding regular quarterly cash dividends) or of subscription rights or
warrants (other than those referred to above).
The number of outstanding Rights and the number of units of Preferred
Stock issuable upon exercise of each Right are also subject to adjustment in the
event of a stock split of the Common Stock or a dividend on the Common Stock
payable in Common Stock or subdivisions, consolidations or combinations of the
Common Stock occurring, in any such case, prior to the Distribution Date.
Fractions of shares of Preferred Stock (other than fractions which are
integral multiples of one one-thousandth of a share) may, at the election of the
Company, be evidenced by depositary receipts. The Company may also issue cash in
lieu of fractional shares which are not integral multiples of one one-thousandth
of a share.
The Rights are not exercisable until the Distribution Date. The Rights
will expire at the close of business on February 3, 2009, unless earlier
redeemed or exchanged by the Company, in each case as described below.
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Until the Distribution Date (or earlier redemption or expiration of the
Rights), new Common Stock certificates issued after February 3, 1999 will
contain a legend incorporating the Rights Agreement by reference. As soon as
practicable following the Distribution Date, separate certificates evidencing
the Rights ("Rights Certificates") will be mailed to holders of record of the
Common Stock as of the close of business on the Distribution Date and such
separate certificates alone will evidence the Rights from and after the
Distribution Date.
The Company may redeem the Rights in whole, but not in part, any time
on or prior to the close of business on the earlier of (i) the tenth day after
the time that a person (or group of affiliated or associated persons) has become
an Acquiring Person (or such later date as a majority of the Board of Directors
and the Continuing Directors may determine) or (ii) February 3, 2009, at a price
of $.001 per Right (the "Redemption Price"), with the approval of the Continuing
Directors. Immediately upon the effective time of the action of the Board of
Directors of the Company authorizing 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.
For as long as the Rights are then redeemable, the Company may amend
the Rights in any manner, including an amendment to extend the time period in
which the Rights may be redeemed. At any time when the Rights are not then
redeemable, the Company may amend the Rights in any manner that does not
materially adversely affect the interests of holders of the Rights as such.
Amendments to the Rights Agreement require the approval of a majority of the
Continuing Directors.
The Company may exchange, in whole or in part, the Rights (other than
Rights owned by an Acquiring Person) at any time after a person (or group of
affiliated or associated persons) becomes an Acquiring Person and prior to the
acquisition by any such person or group of 50% or more of any class of
outstanding voting stock of the Company, at an exchange ratio of one share of
Common Stock (or a fraction of a share of Preferred Stock or other consideration
having equivalent market value) per Right (subject to adjustment).
Until a Right is exercised, the holder, as such, will have no rights as
a stockholder of the Company, including, without limitation, the right to vote
or to receive dividends.
Item 2. Exhibits.
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1. Form of Rights Agreement (the "Rights Agreement") is incorporated by
reference to Exhibit 99.1 to the Company's Form 8-K filed
February 5, 1999.
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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.
ZymeTx, Inc.
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(Registrant)
Dated: February 5, 1999
By: /s/ Peter G. Livingston
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Name: Peter G. Livingston
Title: President and Chief Executive Officer
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