SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ISOLYSER COMPANY, INC.
(Exact name of registrant as specified in its charter)
Georgia 58-1746149
(State of incorporation or organization) (I.R.S. Employer Identification No.)
650 Engineering Drive
Norcross, Georgia 30092
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Not Applicable
(Title of class)
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 to be registered pursuant to Section 12(g) of the Act:
Title of each class
to be so registered
Stock Purchase Rights
479994.1
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
EXPLANATORY NOTE: This amendment to the Registration Statement on Form 8-A filed
by Isolyser Company, Inc. with the Securities and Exchange Commission on
December 20, 1996 is for purpose of adding in the "Description of Registrant's
Securities to be Registered" a description of that certain First Amendment to
the Shareholder Protection Rights Agreement dated as of October 14, 1997.
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On December 19, 1996, the Board of Directors of Isolyser Company, Inc.
(the "Registrant") declared a dividend of one preferred share purchase right (a
"Right") for each outstanding share of common stock, par value $.001 per share
(the "Common Shares"), of the Registrant. The dividend is payable on December
31, 1996 (the "Record Time") to the shareholders of record on that date. Each
Right entitles the registered holder to purchase from the Registrant one
one-hundredth of a share of Participating Preferred Stock, no par value per
share (the "Preferred Shares"), of the Registrant at a price of $60.00 per one
one-hundredth of a Preferred Share (the "Exercise Price"), subject to
adjustment. The description and terms of the Rights are set forth in a
Shareholder Protection Rights Agreement between the Registrant and SunTrust Bank
as Rights Agent (the "Rights Agent"). The Shareholder Protection Rights
Agreement was amended by the parties thereto (as amended, the "Rights
Agreement") on October 14, 1997 pursuant to a First Amendment to the Shareholder
Protection Rights Agreement (the "Amendment").
Until the earlier to occur of (i) a public announcement that a person
or group of affiliated or associated persons (an "Acquiring Person") have
acquired beneficial ownership of 15% or more of the outstanding Common Shares 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 or group of affiliated
persons 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 the outstanding Common Shares (the earlier of such dates
being called the "Separation Time"), the Rights will be evidenced by the Common
Stock certificates with a copy of a summary of the rights attached thereto.
The Rights Agreement provides that, until the Separation Time (or
earlier redemption or expiration of the Rights), the Rights will be transferred
with and only with the Common Shares. Until the Separation Time (or earlier
redemption or expiration of the Rights), new Common Share certificates issued
after the Record Time upon transfer or new issuance of Common Shares will
contain a notation incorporating the Rights Agreement by reference. Until the
Separation Time (or earlier redemption or expiration of the Rights), the
surrender for transfer of any certificates for Common Shares outstanding as of
the Record Time, even without such notation or a copy of a 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 the Separation Time, separate certificates evidencing the
Rights ("Rights
479994.1
-2-
<PAGE>
Certificates") will be mailed to holders of record of the Common Shares as of
the close of business on the Separation Time and such separate Rights
Certificates alone will evidence the Rights.
The Rights will not be exercisable until the Business Day (as defined
in the Rights Agreement) following the Separation Time. The Rights will expire
on the earliest of (i) the Exchange Time (as defined below), (ii) the close of
business on December 31, 2006, (iii) the date on which the Rights are redeemed
as described below and (iv) upon the merger of the Registrant into another
corporation pursuant to an agreement entered into when there is no Acquiring
Person (in any such case, the "Expiration Time").
The Exercise 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 in the event of (i) a stock
dividend on, or a subdivision, combination or reclassification of, the Common
Shares, or (ii) a distribution of securities or assets in respect of, in lieu of
or in exchange for Common Shares (excluding regular periodic cash dividends or
dividends payable in Common Shares).
Preferred Shares purchasable upon exercise of the Rights will not be
redeemable without the consent of the holders of such shares. Each Preferred
Share will be entitled to an aggregate dividend of 100 times the dividend
declared per Common Share (other than dividends or distributions paid in Common
Shares). In the event of liquidation, the holders of the Preferred Shares will
be entitled to be paid an amount per share equal to the aggregate amount
distributable upon such event to a holder of 100 shares of Common Stock (each as
adjusted for any stock dividend, stock split or combination into a smaller
number of shares). Each Preferred Share shall have 100 votes (as adjusted for
any stock dividend, stock split or combination into a smaller number of shares)
and shall vote as a class with the Common Shares voting on such matter. 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. Because of the nature of the Preferred
Shares, dividend, liquidation and voting rights, the value of the one
one-hundredth interest in a Preferred Share purchasable upon exercise of each
Right should approximate the value of one Common Share.
In the event that any person or group of affiliated or associated
persons becomes an Acquiring Person, the Registrant shall take such action as
shall be necessary to ensure and provide that each Right (other than Rights
beneficially owned by the Acquiring Person, which Rights shall become void)
shall constitute the right to purchase from the Registrant, upon the exercise
thereof in accordance with the terms of the Rights Agreement, that number of
shares of Common Stock or Preferred Shares having an aggregate Market Price (as
defined in the Rights Agreement) equal to twice the Exercise Price for an amount
in cash equal to the then current Exercise Price.
At any time after any person or group becomes an Acquiring Person and
prior to the acquisition by such person or group of 50% or more of the
outstanding Common Shares, the Board of Directors of the Registrant may exchange
all (but not less than all) of the then
479994.1
-3-
<PAGE>
outstanding Rights (other than Rights owned by such person or group which will
have become void) at an exchange ratio of one Common Share, or one one-hundredth
of a Preferred Share, per Right, appropriately adjusted to reflect any stock
split, stock dividend or similar transaction occurring after the date of the
Separation Time (the "Exchange Ratio"). Immediately upon such action by the
Board of Directors (the "Exchange Time"), the right to exercise the Rights will
terminate and each Right will thereafter represent only the right to receive a
number of shares of Common Stock or one one-hundredths of a Preferred Share
equal to the Exchange Ratio.
In the event (a "Flip-over Transaction or Event") that prior to the
Expiration Time the Registrant enters into a transaction after the time when an
Acquiring Person has become such in which, directly or indirectly, (i) the
Registrant shall consolidate or merge or participate in a share exchange with
any other Person if, at the time of the consolidation, merger or share exchange
or at the time the Registrant enters into any agreement with respect to any such
consolidation, merger or share exchange, the Acquiring Person controls the Board
of Directors of the Registrant and any term of or arrangement concerning the
treatment of shares of capital stock in such consolidation, merger or share
exchange relating to the Acquiring Person is not identical to the terms and
arrangements relating to other holders of the Common Stock or (ii) the
Registrant shall sell or otherwise transfer assets (A) aggregating more than 50%
of the assets or (B) generating more than 50% of the operating income or cash
flow of the Registrant to any Person if, at the time of the entry by the
Registrant into an agreement with respect to such sale or transfer of assets,
the Acquiring Person controls the Board of Directors of the Registrant, the
Registrant will take such action as shall be necessary to ensure that each
holder of a Right, other than Rights beneficially owned by the Acquiring Person
(which will thereafter be void), 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 which at the time of
such transaction will have an aggregate Market Price equal to twice the Exercise
Price of the Right for an amount in cash equal to the then current Exercise
Price.
If the Registrant elects not to issue certificates representing
fractional shares upon exercise or redemption of Rights, the Registrant shall,
in lieu thereof, in the sole discretion of the Board of Directors, either (i)
evidence such fractional shares by depository receipts, or (ii) pay to the
holder of such Rights an amount in cash equal to the same fraction of the Market
Price of such share.
The Registrant may at its option, at any time prior to the date (the
"Flip-in Date") of public announcement by the Registrant that an Acquiring
Person has become such (other than as a result of a Flip-over Transaction or
Event), redeem all (but not less than all) of the then outstanding Rights at a
price of $.001 per Right (the "Redemption Price"). Immediately upon any
redemption of the Rights, without any further action and without notice, the
right to exercise the Rights will terminate and each Right will thereafter
represent only the right to receive the Redemption Price in cash for each Right
so held. Notwithstanding the foregoing, the Amendment provides that in the event
that a majority of the Board of Directors of the Registrant is comprised of
Persons (or their respective successors) elected by the shareholders of the
Registrant who are not nominated by the Board of Directors in office immediately
prior to such election (such persons, the "Unnominated Directors") and who were
elected to the Board of
479994.1
-4-
<PAGE>
Directors for the purpose of either facilitating a Transaction (as defined in
the Rights Agreement) with a Proxy Contestant (as defined in the Rights
Agreement) or circumventing directly or indirectly the redemption provisions of
the Rights Agreement, then (i) the Rights may not be redeemed for a period of
365 days following the effectiveness of such election if such redemption is
reasonably likely to have the purpose or effect of facilitating such a
Transaction with a Proxy Contestant and (ii) the Rights may not be redeemed
following such 365 day period if such redemption is reasonably likely to have
the purpose of facilitating such Transaction with a Proxy Contestant and during
such 365 day period, the Registrant entered into any agreement, arrangement or
understanding with a Proxy Contestant which is reasonably likely to have the
purpose or effect of facilitating such Transaction with a Proxy Contestant.
The Registrant and the Rights Agent may from time to time supplement or
amend the Rights Agreement without the approval of any holders of Rights (i)
prior to the Flip-in Date, in any respect and (ii) after the close of business
on the Flip-in Date, to make any changes that the Registrant may deem necessary
or desirable and which shall not materially adversely affect the interests of
the holders of Rights generally or in order to cure any ambiguity or to correct
or supplement any provision contained therein which may be inconsistent with any
other provisions therein or otherwise defective. Notwithstanding the foregoing,
the Amendment provides that in the event that a majority of the Board of
Directors of the Registrant is comprised of Unnominated Directors who were
elected to the Board of Directors for the purpose of either facilitating a
Transaction with a Proxy Contestant or circumventing directly or indirectly the
amendment or redemption provisions of the Rights Agreement, then (i) for a
period of 365 days following the effectiveness of such action, the Rights
Agreement shall not be amended or supplemented, and the Board of Directors may
not approve any action taken to exclude a Person from the definition of
"Acquiring Person" contained in the Rights Agreement, in any manner reasonably
likely to have the purpose or effect of facilitating a Transaction with a Proxy
Contestant and (ii) no such amendments, supplements or approvals may be made
following such 365 day period if (x) such amendment, supplement or approval is
reasonably likely to have the purpose or effect of facilitating a Transaction
with a Proxy Contestant and (y) during such 365 day period, the Registrant
enters into any agreement, arrangement or understanding with such Proxy
Contestant which is reasonably likely to have the purpose or effect of
facilitating such a Transaction with such Proxy Contestant.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Registrant, including, without limitation, the
right to vote or to receive dividends.
The Rights will have substantial anti-takeover effects, but do not
prevent a takeover of the Registrant. The Rights may cause substantial dilution
to a person or group that acquires 15% or more of the outstanding shares of
Common Stock unless (i) the Rights are first redeemed by the Registrant or (ii)
the acquisition is approved by the Board of Directors. Nevertheless, the Rights
should not interfere with a transaction that is in the best interests of the
Registrant and its shareholders because the Rights can be redeemed on or prior
to the Flip-in Date or rendered unexercisable by Board approval of the
transaction.
479994.1
-5-
<PAGE>
The description of the Rights contained herein is qualified in its
entirety by reference to the Shareholder Protection Rights Agreement, dated as
of December 20, 1996, by and among the Registrant and the Rights Agent, attached
to the Registrant's Form 8-A dated December 19, 1996 as Exhibit 4.1 and
incorporated herein by reference, as amended by the First Amendment to the
Shareholder Protection Rights Agreement, dated as of October 14, 1997 attached
hereto as Exhibit 4.2 and incorporated herein by reference.
ITEM 2. EXHIBITS.
Exhibit No. Description
- ----------- -----------
4.1* Shareholder Protection Rights Agreement, dated as of
December 20, 1996 between Registrant and Rights Agent.
4.2 First Amendment to Shareholder Protection Rights Agreement,
dated as of October 14, 1997 between Registrant and Rights
Agent.
- --------------------
* Incorporated herein by reference to Exhibit 4.1 of the Company's
Registration Statement on Form 8-A filed on December 20, 1996.
479994.1
-6-
<PAGE>
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.
ISOLYSER COMPANY, INC.
Date: October 14, 1997 By:/s/ Peter A. Schmitt
-----------------------
Peter A. Schmitt
Vice President and Chief Financial
Officer
479994.1
-7-
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
4.1* Shareholder Protection Rights Agreement, dated as of
December 20, 1996 between Registrant and Rights Agent.
4.2 First Amendment to Shareholder Protection Rights Agreement,
dated as of October 14, 1997 between Registrant and Rights
Agent.
- ------------------------
* Incorporated herein by reference to Exhibit 4.1 of the Company's
Registration Statement on Form 8-A filed on December 20, 1996.
479994.1
FIRST AMENDMENT TO
SHAREHOLDER PROTECTION RIGHTS AGREEMENT
THIS FIRST AMENDMENT (this "Amendment"), dated as of October 14, 1997, is
between ISOLYSER COMPANY, INC., a Georgia corporation (the "Company"), and
SUNTRUST BANK, as Rights Agent (the "Rights Agent"):
W I T N E S S E T H :
WHEREAS, in connection with that certain Shareholder Protection Rights
Agreement (the "Agreement") dated as of December 20, 1996 between the Company
and the Rights Agent, the Board of Directors of the Company authorized and
declared a dividend of one Right in respect of each share of Common Stock held
of record as of the close of business on December 31, 1996; and
WHEREAS, the Board of Directors of the Company deems it advisable and in
the best interests of the Company and its shareholders to amend the Agreement in
accordance with Section 5.4 of the Agreement;
NOW, THEREFORE, in consideration of the premises and the respective
agreements set forth herein, the parties hereby agree as follows:
1. Defined Terms. Initially capitalized terms used in this Amendment which
are not otherwise defined herein are used with the same meaning ascribed to such
terms in the Agreement.
2. Replacement of Summary Schedule. The "Summary of Shareholder Protection
Rights Plan" preceding the Agreement is replaced with the summary attached to
this Amendment as Exhibit A and incorporated herein by reference.
3. Amendments.
(a) Section 1.1 is amended by deleting the last sentence contained
within the paragraph of such section defining "Acquiring Person", and inserting
in lieu thereof the following:
Any applicable determination made by the
Company's Board of Directors under the
preceding clause (iii) shall be subject to
Sections 5.1(c) and 5.4 hereof.
473363.1
<PAGE>
(b) Section 1.1 is amended by adding the following definition to such
section:
"Proxy Contestant" shall mean any Person
included within the definition of the term
"participant" in Schedule 14A of the Securities
Exchange Act, as such Schedule is currently in
effect (for purposes of which the term
"registrant" shall mean the Company), to the
extent the subject solicitation of proxies or
consents is in connection with the election or
removal of directors of the Company, and any
Affiliate or Associate of any such Person.
(c) Section 5.1 of the Agreement is hereby amended by adding to such
Section a new Subsection (c) as follows:
(c) Notwithstanding the other provisions of
this Section 5.1, in the event that a majority
of the Board of Directors of the Company is
comprised of Persons (or their respective
successors) elected at a meeting or by written
consent of shareholders who are not nominated
by the Board of Directors in office immediately
prior to such meeting or action by written
consent and who were elected to the Board of
Directors for the purpose of either
facilitating a Transaction with a Proxy
Contestant or circumventing directly or
indirectly the provisions of this subsection,
then (i) the Rights may not be redeemed for a
period of 365 days following the effectiveness
of such election if such redemption is
reasonably likely to have the purpose or effect
of facilitating such a Transaction with a Proxy
Contestant and (ii) the Rights may not be
redeemed following such 365 day period if such
redemption is reasonably likely to have the
purpose of facilitating such Transaction with a
Proxy Contestant and during such 365 day
period, the Company entered into any agreement,
arrangement or understanding with a Proxy
Contestant which is reasonably likely to have
the purpose or effect of facilitating such
Transaction with a Proxy Contestant.
(d) Section 5.4 of the Agreement is hereby amended by inserting at the
end thereof the following:
Notwithstanding anything contained in this
Agreement to the contrary, in the event that a
majority of the Board of Directors of the
Company is comprised of Persons (or their
respective successors) elected at a meeting or
by written consent of shareholders who are not
nominated by the Board of Directors in office
immediately prior to such meeting or action by
written consent and who were elected to the
Board of Directors for the purpose of either
facilitating a Transaction with a Proxy
Contestant or circumventing directly or
indirectly the provisions of this
473363.1
<PAGE>
sentence or Section 5.1(c) hereof, then (i) for
a period of 365 days following the
effectiveness of such action, this Agreement
shall not be amended or supplemented, and no
approval may be granted by the Board of
Directors under clause (iii) of the definition
of "Acquiring Person" contained in Section 1.1
hereof, in any manner reasonably likely to have
the purpose or effect of facilitating a
Transaction with a Proxy Contestant and (ii) no
such amendments, supplements or approvals may
be made following such 365 day period if (x)
such amendment, supplement or approval is
reasonably likely to have the purpose or effect
of facilitating a Transaction with a Proxy
Contestant and (y) during such 365 day period,
the Company enters into any agreement,
arrangement or understanding with such Proxy
Contestant which is reasonably likely to have
the purpose or effect of facilitating such a
Transaction with such Proxy Contestant.
4. Counterparts. This Amendment may be executed in any one or more
counterparts, each of which shall be deemed an original and all of which shall
together constitute the same Amendment.
5. Ratification. Except as modified and amended as set forth herein, the
Agreement is hereby adopted, ratified and confirmed without further modification
or amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
ISOLYSER COMPANY, INC.
By: _______________________________
Name:_______________________________
Title:______________________________
SUNTRUST BANK
By: _______________________________
Name:_______________________________
Title:______________________________
473363.1
<PAGE>
EXHIBIT A
ISOLYSER COMPANY, INC.
SUMMARY OF SHAREHOLDER PROTECTION RIGHTS PLAN
AS AMENDED BY THE FIRST AMENDMENT THERETO
DISTRIBUTION AND TRANSFER OF RIGHTS; RIGHTS CERTIFICATES: The Board has declared
a dividend of one Right for each share of Common Stock outstanding on December
31, 1996. Prior to the Separation Time referred to below, the Rights will be
evidenced by and trade with the Common Stock and will not be exercisable. After
the Separation Time, the Company will mail Rights Certificates to shareholders
and the Rights will become transferable apart from the Common Stock.
SEPARATION TIME: Rights will separate from the Common Stock and become
exercisable following the earlier of (i) the date of the Flip-in Trigger
referred to below or (ii) the tenth business day (or such later day as the Board
may decide) after any person commences a tender offer that would result in such
person holding a total of 15% or more of the Common Stock.
EXERCISE OF RIGHTS: After the Separation Time, each Right will entitle the
holder to purchase, for an Exercise Price of $60.00, Participating Preferred
Stock designed to have economic and voting terms similar to those of one share
of Common Stock.
"FLIP-IN" TRIGGER: Upon announcement that any person has acquired 15% or more of
the outstanding Common Stock, then:
(i) Rights owned by the person acquiring such stock (an "Acquiring Person") or
transferees thereof will automatically become void; and
(ii) each other Right will automatically become a right to buy, for the Exercise
Price, that number of shares of Common Stock or Participating Preferred
Stock having a market value of twice the Exercise Price.
EXCHANGE OPTION: If any person acquires between 15% and 50% of the outstanding
Common Stock, the Board may, in lieu of allowing Rights to be exercised, require
each outstanding Right to be exchanged for one share of Common Stock or
Participating Preferred Stock designed to have economic and voting terms similar
to those of one share of Common Stock.
"FLIP-OVER" TRIGGER: After an Acquiring Person has become such, the Company may
not consolidate or merge with, or sell 50% or more of its assets or earning
power to, any person (a "Flip-Over Transaction or Event") if at the time of such
merger or sale (or agreement to do any of the foregoing) the Acquiring Person
controls the Board of Directors and, in the case of a merger, will receive
different treatment than all other shareholders unless proper provision is made
so that each Right would thereafter become a right to buy, for the Exercise
Price, that number of shares of common stock of such other person having a
market value of twice the Exercise Price.
REDEMPTION: The Rights may be redeemed by the Board, at any time, until a
"Flip-in" Trigger has occurred, at a Redemption Price of $0.001 per Right,
subject to the restriction described below.
473363.1
<PAGE>
POWER TO AMEND: The Board may amend the Plan in any respect until a "Flip-in"
Trigger has occurred, subject to the restriction described below. Thereafter,
the Board may amend the Plan in any respect not materially adverse to Rights
holders generally.
RESTRICTION ON REDEMPTION AND AMENDMENTS: The right of the Board to redeem the
rights or amend the Plan is restricted in the event of certain circumstances
designed to address a situation where a potential "raider" has obtained control
of the Board through the election or appointment of non-incumbent directors.
These restrictions generally prohibit redemptions or amendments facilitating a
transaction with an Acquiring Person for one year or longer following obtaining
control of the Board.
EXPIRATION: The Rights will expire no later than ten years from the date of
their issuance.
473363.1
2
