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 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BioSpecifics Technologies Corp.
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(Exact name of registrant as specified in its charter)
Delaware 11-3054851
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
35 Wilbur Street
Lynbrook, New York 11563
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
None.
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [ ]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Share Purchase Rights
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(Title of Class)
Item 1. Description of Securities to be Registered.
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On May 14, 2002, the Board of Directors of BioSpecifics Technologies
Corp. (the "Corporation") declared a dividend distribution of one preferred
share purchase right (a "Right") for each outstanding share of Common Stock, par
value $0.001 per share (the "Common Shares"), of the Corporation. The dividend
is payable to the stockholders of record on May 31, 2002 (the "Record Date"),
and with respect to Common Shares issued thereafter, until the Distribution Date
(as defined below) and, in certain circumstances, with respect to Common Shares
issued after the Distribution Date. Except as set forth below, each Right, when
it becomes exercisable, entitles the registered holder to purchase from the
Corporation one one-thousandth of a share of Series B Junior Participating
Preferred Stock, $0.50 par value (the "Preferred Shares"), of the Corporation at
a price of $12.00 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 Corporation and
OTC Corporate Transfer Service Company, as Rights Agent (the "Rights Agent"),
dated as of May 14, 2002.
Initially, the Rights will be attached to all certificates representing
Common Shares then outstanding, and no separate Right Certificates will be
distributed. The Rights will separate from the Common Shares upon the earliest
to occur of (i) a person or group of affiliated or associated persons having
acquired beneficial ownership of 15% or more of the outstanding Common Shares
(except pursuant to a Permitted Offer, as hereinafter defined), or (ii) 10 days
(or such later date as the Board may determine) following the commencement or
announcement of an intention to make a tender or exchange offer, the
consummation of which would result in a person or group becoming an Acquiring
Person (as hereinafter defined) (the earliest of such dates being called the
"Distribution Date"). A person or group whose acquisition of Common Shares
causes a Distribution Date pursuant to clause (i) above is an "Acquiring
Person." The date that a person or group announces publicly that it has become
an Acquiring Person is the "Shares Acquisition Date." Entities owning 15% or
more of Common Shares as of the date of the Rights Agreement have been
specifically excluded from the definition of "Acquiring Person," provided that
they will become an Acquiring Person if they individually acquire Common Shares
in excess of 1% of their current beneficial ownership. The date that a person or
group becomes an Acquiring Person is the "Shares Acquisition Date."
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 this 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 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 to each initial record holder of certain Common Shares
issued after the Distribution Date), and such separate Right Certificates alone
will evidence the Rights.
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The Rights are not exercisable until the Distribution Date and will
expire at the close of business on May 31, 2012, unless earlier redeemed by the
Corporation as described below.
In the event that any person becomes an Acquiring Person (except
pursuant to a tender or exchange offer which is for all outstanding Common
Shares at a price and on terms which a majority of certain members of the Board
of Directors determines to be adequate and in the best interests of the
Corporation and its stockholders and other relevant constituencies, other than
such Acquiring Person, its affiliates and associates (a "Permitted Offer")),
each holder of a Right will thereafter have the right (the "Flip-In Right") to
receive upon exercise one one-thousandth of a share of Preferred Shares (or, in
certain circumstances, other securities of the Corporation) having a value
(immediately prior to such triggering event) equal to two times the exercise
price of the Right. Notwithstanding the foregoing, following the occurrence of
the event described above, all Rights that are, or (under certain circumstances
specified in the Rights Agreement) were, beneficially owned by any Acquiring
Person or any affiliate or associate thereof will be null and void.
In the event that, at any time following the Shares Acquisition Date,
(i) the Corporation is acquired in a merger or other business combination
transaction in which the holders of all of the outstanding Common Shares
immediately prior to the consummation of the transaction are not the holders of
all of the surviving corporation's voting power, or (ii) more than 50% of the
Corporation's assets or earning power is sold or transferred, in either case
with or to an Acquiring Person or any affiliate or associate or any other person
in which such Acquiring Person, affiliate or associate has an interest or any
person acting on behalf of or in concert with such Acquiring Person, affiliate
or associate, or, if in such transaction all holders of Common Shares are not
treated alike, any other person, then each holder of a Right (except Rights
which previously have been voided as set forth above) shall thereafter have the
right (the "Flip-Over Right") to receive, upon exercise, common shares of the
acquiring company (or in certain circumstances, its parent) having a value equal
to two times the exercise price of the Right. The holder of a Right will
continue to have the Flip-Over Right whether or not such holder exercises or
surrenders the Flip-In Right.
The Purchase Price payable, and the number of Preferred Shares, Common
Shares or other securities 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 quarterly cash dividends) 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.
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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 $10.00 per share but, if greater, will be entitled
to an aggregate dividend per share 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 the greater of (i) a minimum preferential liquidation
payment of $1,000 per share and (ii) an aggregate payment per share of at least
1,000 times the aggregate payment made per Common Share. These rights are
protected by customary antidilution provisions. In the event that the amount of
accrued and unpaid dividends on the Preferred Shares is equivalent to six full
quarterly dividends or more, the holders of the Preferred Shares shall have the
right, voting as a class, to elect two directors in addition to the directors
elected by the holders of the Common Shares until all cumulative dividends on
the Preferred Shares have been paid through the last quarterly dividend payment
date or until non-cumulative dividends have been paid regularly for at least one
year.
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 one one-thousandth or integral multiples of one
one-thousandth of a Preferred Share, which may, at the election of the
Corporation, 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.
At any time prior to the earlier to occur of (i) a person becoming an
Acquiring Person or (ii) the expiration of the Rights, and under certain other
circumstances, the Corporation may redeem the Rights in whole, but not in part,
at a price of $.01 per Right (the "Redemption Price") which redemption shall be
effective upon the action of the Board of Directors. Additionally, following the
Shares Acquisition Date, the Corporation may redeem the then outstanding Rights
in whole, but not in part, at the Redemption Price, provided that such
redemption is in connection with a merger or other business combination
transaction or series of transactions involving the Corporation in which all
holders of Common Shares are treated alike but not involving an Acquiring Person
or its affiliates or associates. The payment of the Redemption Price may be
deferred under certain circumstances as contemplated in the Rights Agreement.
All of the provisions of the Rights Agreement may be amended by the
Board of Directors of the Corporation prior to the Distribution Date. After the
Distribution Date, the provisions of the Rights Agreement may be amended by the
Board of Directors in order to cure any ambiguity, defect or inconsistency, to
make changes which do not adversely affect the interests of holders of Rights
(excluding the interests of any Acquiring Person), or, subject to certain
limitations, to shorten or lengthen any time period under the Rights Agreement.
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Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Corporation, including, without limitation, the
right to vote or to receive dividends. While the distribution of the Rights will
not be taxable to stockholders of the Corporation, stockholders may, depending
upon the circumstances, recognize taxable income should the Rights become
exercisable or upon the occurrence of certain events thereafter.
Attached hereto as Exhibit 1 and incorporated herein by reference are a
copy of the Rights Agreement, dated as of May 14, 2002, between the OTC
Corporate Transfer Service Company, as Rights Agent, specifying the terms of the
Rights, and the exhibits thereto, as follows: Exhibit A -- The Certificate of
Designation; Exhibit B -- The Form of Rights Certificate; and Exhibit C -- The
Summary of Rights to Purchase Preferred Shares. The foregoing description of the
Rights is qualified in its entirety by reference to the Rights Agreement and the
exhibits thereto, which are herein incorporated by reference.
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Item 2. Exhibits.
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1. Rights Agreement, dated as of May 14, 2002, between
BioSpecifics Technologies Corp. and OTC Corporate
Transfer Service Company, as Rights Agent, which
includes, as Exhibit A thereto, The Certificate of
Designation, as Exhibit B thereto, The Form of Rights
Certificate, and as Exhibit C thereto, The Summary of
Rights to Purchase Preferred Shares. Pursuant to the
Rights Agreement, Rights Certificates will not be
mailed until after a Shares Acquisition Date (as
defined in the Rights Agreement) or ten days after a
person commences or announces its intention to
commence an offer if, upon consummation thereof, such
person would become an Acquiring Person (as defined
in the Rights Agreement).
2. Press Release dated May 20, 2002 announcing the
adoption of the Rights Plan.
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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.
BioSpecifics Technologies Corp.
By: /s/ Edwin H. Wegman
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Name: Edwin H. Wegman
Title: Chairman of the Board of Directors,
President and Chief Executive Officer
Dated: May 30, 2002
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EXHIBIT INDEX
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Exhibit Description
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1 Rights Agreement, dated as of May 14, 2002, between
BioSpecifics Technologies Corp. and OTC Corporate Transfer
Service Company, as Rights Agent, which includes, as Exhibit A
thereto, The Certificate of Designation, as Exhibit B thereto,
The Form of Rights Certificate, and as Exhibit C thereto, The
Summary of Rights to Purchase Preferred Shares. Pursuant to
the Rights Agreement, Rights Certificates will not be mailed
until after a Shares Acquisition Date (as defined in the
Rights Agreement) or ten days after a person commences or
announces its intention to commence an offer if, upon
consummation thereof, such person would become an Acquiring
Person (as defined in the Rights Agreement).
2 Press Release dated May 20, 2002 announcing the adoption of
the Rights Plan.