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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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
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DATA CRITICAL CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 91-1901482
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(State of incorporation or organization) (I.R.S. employer
identification no.)
19820 North Creek Parkway, Suite 100
Bothell, Washington 98011
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(Address of principal executive offices) (zip code)
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If this form relates to the registration of a If this form relates to the registration of a
class of securities pursuant to Section 12(b) class of securities pursuant to Section 12(g)
of the Exchange Act and is effective of the Exchange Act and is effective pursuant
pursuant to General Instruction A.(c), please to General Instruction A.(d), please check the
check the following box. [_] following box. [_]
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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None
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Share Purchase Rights
(Title of class)
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Item 1. Description of Registrant's Securities to Be Registered
On June 14, 2000, Data Critical Corporation's board of directors
declared a dividend on each share of outstanding common stock of one right (a
"Right") to purchase one one-thousandth of a share of preferred stock. The
dividend is payable on July 21, 2000 to our shareholders of record on that date.
In addition, our board of directors authorized the issuance of one Right for
each additional share of common stock that becomes outstanding between July 21,
2000 and the earliest of:
. the distribution date, which is the earliest of: (1) the close of
business on the tenth day after a public announcement that a person
has acquired beneficial ownership of 20% or more of our outstanding
shares of common stock and (2) the close of business on the tenth day
after commencement of, or first public disclosure of an intent to
commence, a tender or exchange offer for outstanding shares of common
stock which could result in the offeror becoming the beneficial owner
of 20% or more of our outstanding shares of common stock;
. the date on which the rights expire, July 21, 2010; and
. the date, if any, on which we redeem the Rights.
Each Right entitles its registered holder to purchase from us one one-
thousandth of a share of our Series A Participating Preferred Stock, at a price
of $75.00 per one one-thousandth of a preferred share, subject to adjustment as
described below. The description and terms of the Rights are set forth in a
Rights Agreement we executed with ChaseMellon Shareholder Services, L.L.C., as
Rights Agent. A copy of the Rights Agreement is attached to this Registration
Statement on Form 8-A as Exhibit 2.1.
Until the distribution date, the Rights will be evidenced by the
certificates for the shares of common stock registered in the names of the
holders, rather than by separate certificates. Therefore, until the distribution
date, or earlier redemption or expiration of the Rights, the Rights will be
transferred with and only with the shares of common stock.
As soon as practicable after the distribution date, separate
certificates evidencing the Right will be mailed to holders of record of the
shares of common stock as of the close of business on the distribution date.
These separate certificates alone will evidence the Rights from that time
forward.
The Rights are not exercisable until the distribution date and will
expire on July 21, 2010, unless we redeem or exchange them prior to expiration,
as described below. From and after the distribution date, the holder of any
Right will be entitled to exercise that Right to purchase one one-thousandth of
a share of preferred stock for the then current purchase price.
In addition, upon any person acquiring beneficial ownership of 20% or
more of our outstanding shares of common stock, the Rights will entitle each
right holder, other than such
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beneficial owner of 20% or more of our outstanding shares of common stock, or
any affiliate or associate of that person, to purchase, for the purchase price,
the number of shares of our common stock which at the time of the transaction
would have a market value of twice the then current purchase price.
Any Rights that are at any time beneficially owned by a beneficial owner of
20% or more of our outstanding shares of common stock, or any affiliate or
associate of that person, will automatically become null and void. Furthermore,
any holder of any Rights who beneficially owns more than 20% of our shares of
common stock, any affiliate or associate of that person, or any purported
transferee or subsequent holder, will be unable to exercise or transfer their
Rights.
After a person becomes the beneficial owner of 20% or more of our
outstanding shares of common stock, our board of directors may elect to exchange
each Right, other than those that have become null and void and nontransferable
as described above, for shares of common stock, without payment of the purchase
price. The exchange rate in this situation would be one share of common stock
per Right.
Each of the following events would entitle each holder of a Right to
purchase, for the purchase price, that number of shares of common stock of
another publicly traded corporation which at the time of the event would have a
market value of twice the purchase price:
. the acquisition of Data Critical in a merger by that publicly traded
corporation;
. a business combination between Data Critical and that publicly traded
corporation; or
. the sale or other transfer of 50% or more of our assets or assets
accounting for 50% or more of our earning power, in one or more
transactions, to that publicly traded corporation.
The number of shares of the other corporation to which each holder would be
entitled is that number of shares having a market value equal to twice the then
current purchase price. If for any reason the rights cannot be exercised for
shares of the other entity involved in a transaction described above, each
holder of a Right would be entitled to exchange its rights for an equivalent
amount of cash from the other entity.
To preserve the economic value of the Rights, the number of preferred
shares or other securities issuable upon exercise of a Right, the purchase
price, the redemption price and the number of Rights associated with each
outstanding common share are all subject to adjustment by our board of
directors. Our board of directors may make adjustments in the event of any
change in the common or preferred shares, including, for example, changes
associated with stock dividends or stock splits, recapitalization, mergers or
consolidations, split-ups, split-offs or spin-offs, or distributions of cash,
assets, options, warrants, indebtedness or subscription rights to holders of
common or preferred shares.
At any time prior to any person acquiring beneficial ownership of 20% or
more of our outstanding shares of common stock, our board of directors may
redeem the Rights in whole, but
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not in part. The redemption price of $.01 per Right, subject to adjustment as
provided in the Rights Agreement, may be in cash or shares of Data Critical
common stock.
At any time prior to the distribution date, we may, without the approval of
any holder of the Rights, supplement or amend any provision of the Rights
Agreement, including the date on which the distribution date would occur, the
time during which the Rights may be redeemed and the terms of the preferred
shares.
The preferred shares issuable upon exercise of the Rights have the
following characteristics:
. they are not redeemable;
. the holders of preferred shares will be entitled to a preferential
quarterly dividend payment equal to 100 times the dividend declared
per common share, if any;
. in the event of Data Critical's voluntary or involuntary dissolution,
liquidation or winding up, the holders of preferred shares will be
entitled to a preferential payment per share of all accrued and unpaid
dividends and distributions per share, either (i) $1,000 per preferred
share or (ii) 1,000 times the distribution to be made per common
share, whichever is greater;
. the holders of preferred shares will be entitled to 1,000 votes per
share, voting together with the shares of common stock; and
. the holders of preferred shares will be entitled to receive, per
share, 1,000 times the amount received per common share, in the event
of any merger, business combination, consolidation or other
transaction in which the shares of common stock are exchanged.
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
issuable upon exercise of each Right should approximate the value of one common
share. Customary antidilution provisions are designed to protect that
relationship in the event of certain changes in the common and preferred shares.
We may, but are not required to, issue fractional shares which are an
integral multiple of one one-thousandth of a preferred share upon the exercise
of Rights. In lieu of fractional shares, we may utilize a depository arrangement
as provided by the terms of the preferred shares. In the case of fractions other
than one one-thousandth of a preferred share or integral multiples thereof, we
may make a cash payment based on the market price of such shares.
Until a Right is exercised, the holder of such right will have no rights as
a Data Critical stockholder, including, without limitation, the right to vote or
receive dividends.
As of July 7, 2000, there were approximately 12,239,433 shares of common
stock outstanding. Each share of common stock outstanding at the close of
business on July 21, 2000,
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will receive one Right. Our board of directors has reserved sufficient preferred
shares for issuance upon exercise of the Rights.
The terms of the Rights and the Rights Agreement provide our board of
directors with the flexibility to determine when an offer to purchase, acquire
or exchange shares of Data Critical common stock is adequate and otherwise in
the best interests of the company. The Rights will not interfere with any merger
or other business combination approved by our board of directors since the board
of directors may, at its option, redeem all, but not less than all, of the then
outstanding Rights at the redemption price. The Rights have certain antitakeover
effects and will cause substantial dilution to a person that attempts to acquire
Data Critical on terms not approved by our board of directors. The Rights should
not affect any prospective offeror willing to make an all-cash offer at a full
and fair price, or willing to negotiate with our board of directors.
This summary of the Rights is not complete and is qualified in its entirety
by reference to the Rights Agreement, which is incorporated into this document
by reference. A copy of the Rights Agreement is also available from Data
Critical free of charge.
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Item 2. Exhibits
1.1 Form of Right Certificate, incorporated by reference to Exhibit B
to Exhibit 2.1 filed herewith.
2.1 Rights Agreement dated as of June 15, 2000, between Data Critical
Corporation and ChaseMellon Shareholder Services, L.L.C., as
Rights Agent
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended the registrant duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Date: July 10, 2000
DATA CRITICAL CORPORATION
By /s/ Michael E. Singer
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Michael E. Singer
Vice President and Chief Financial
Officer
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EXHIBIT INDEX
Exhibit Number Description
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1.1 Form of Right Certificate, incorporated by reference to
Exhibit B to Exhibit 2.1 filed herewith
2.1 Rights Agreement dated as of June 15, 2000, between Data
Critical Corporation and ChaseMellon Shareholder Services,
L.L.C., as Rights Agent.
