8-A12G/A 1 form8aamendedregstmt.txt AMENDEDREGISTRATIONSTATEMENT0102 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ____________ FORM 8-A/A Amendment No. 2 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ___________________________________________________________ IMMUCOR, INC. (Exact name of registrant as specified in its charter) GEORGIA 22-2408354 _______________________________________________________________________________ (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 3130 Gateway Drive, Norcross, Georgia 30091 _______________________________________________________________________________ (Address of principal executive offices) (Zip Code) If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. |_| If this form relates to the registration of a class securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. |X| Securities Act registration statement file number to which this form relates: Not Applicable. 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: Common Stock Purchase Rights. INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 1. Description of Registrant's Securities to be Registered. On April 16, 1999 the Board of Directors of Immucor, Inc. (the "Company") declared a dividend of one common stock purchase right (a "Right") for each outstanding share of common stock of the Company (the "Common Stock"). The dividend was paid to holders of record at the close of business on April 20, 1999 (the "Record Date") of the Company's Common Stock, and will be paid with respect to Common Stock issued thereafter until the Distribution Date (defined below) and, in certain circumstances, with respect to Common Stock issued after the Distribution Date. Except as set forth below, each Right, when it becomes exercisable, entitles the registered holder to purchase from the Company one share of Common Stock (the "Common Stock") at a purchase price of $45.00 per share (the "Purchase Price"), subject to adjustment. A description of and the terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and EquiServe Trust Company, N.A. (the "Rights Agent"), dated as of April 16, 1999, first amended as of November 29, 2000 and amended and restated as of November 20, 2001. The distribution of the Rights at close of business on April 20, 1999 coincided with the expiration of similar common stock purchase rights more fully described in that certain Shareholder Rights Plan adopted by the Company on April 7, 1989, and which is an exhibit to the Company's 8-K filed with the Securities and Exchange Commission on September 15, 1992. The Company further amended the Rights Agreement as of November 29, 2000 to change the threshold for triggering the exercisability of the rights from 20% to 15%, as more fully described below in connection with the definition of the term "Acquiring Person". The Company amended the Rights Agreement as of November 20, 2001 (the "Amended and Restated Rights Agreement") to eliminate the continuing director or so-called "dead hand" provisions of the Plan. Previously, these provisions prevented certain changes to the rights plan or the rights, including the termination of the plan or the redemption of the rights, without the approval of a majority of the directors in office prior to the time the rights are triggered. Revised Description of Common Stock Purchase Rights Initially, the Rights will be attached to all certificates representing Common Stock then outstanding and no separate Right Certificates will be distributed. Also, the Rights initially will not be tradable separate from the Common Stock. The Rights will become exercisable and will separate from the Common Stock upon the earlier of (i) ten days after a Person or group of affiliated Persons acquire beneficial ownership of 15% or more of the outstanding Common Stock (unless such acquisition is approved by the Board of Directors); or (ii) ten business days after a tender offer or an announcement of an intention to make a tender offer that would result in a Person or group owning 15% or more of the outstanding Common Stock. At such time, separate Rights Certificates shall be distributed (the "Distribution Date"). A Person or group who acquires 15% or more of the Common Stock without the approval of the Board of Directors is referred to as an "Acquiring Person". Until the Distribution Date (or until the Board of Directors redeems the Rights or the Rights expire), (i) the Rights will be evidenced by the Common Share certificates and will be transferred with and only with such Common Share certificates, (ii) new Common Share certificates issued after the Record Date will contain a legend referencing the Rights Agreement, and (iii) the surrender or transfer of any certificates for Common Stock will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. The Rights are not exercisable until the Distribution Date and will expire at the close of business on April 20, 2009, unless earlier redeemed or exchanged by the Company as described below. As soon as practicable after the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date, and thereafter the separate Right Certificates alone will evidence the Rights. In the event any Person becomes an Acquiring Person (except with the approval of the Board of Directors, and except (in certain circumstances) for persons who inadvertently become Acquiring Persons), each holder of a Right will thereafter have the right to receive, upon exercise and payment of the Purchase Price, an amount of Common Stock having a value equal to two times the Purchase Price. Further, after any Person becomes an Acquiring Person, in the event (i) the Company consolidates, or merges with the Acquiring Person, and the Company is not the surviving corporation, (ii) an Acquiring Person engages in a share exchange, consolidation or merger with the Company where the Company is the surviving corporation, or (iii) 50% or more of the Company's assets or earning power is sold or transferred in a single transaction or series of transactions, then each holder of a Right will thereafter have the right to receive, upon exercise, common stock of the Acquiring Person having a value equal to two times the Purchase Price. The events set forth in this paragraph are referred to as the "Triggering Events." However, following the occurrence of any Triggering Event, all Rights that are owned by any Acquiring Person will be null and void, and the Acquiring Person will have no right to purchase Common Stock thereunder or to receive any securities or other property of an Acquiring Person; and any such Rights shall remain null and void, even if transferred to a person who is not an Acquiring Person. The number of Rights outstanding, the Purchase Price payable and the amount of Common Stock issuable upon exercise of the Rights are subject to adjustments from time to time to prevent dilution in the event of certain changes in the shares of the Company, such as a stock split. The Company may determine not to issue fractional shares, and in lieu thereof, an adjustment in cash (or other property) will be made based on the market value of the Common Stock. In general, the Company may redeem the Rights in whole, but not in part, at a price of $.01 per Right (subject to adjustment), at any time prior to the earlier to occur of (i) the close of business ten days following the date a Person first becomes an Acquiring Person or (ii) the expiration of the Rights. Immediately after the Board of Directors redeems the Rights, the Rights will terminate and the only right of the holders of Rights will be to receive the redemption price. At any time after any Person becomes an Acquiring Person and prior to the acquisition by any Person of 50% or more of the outstanding Common Stock, the Board of Directors may exchange the then outstanding and exercisable Rights (other than Rights owned by an Acquiring Person, which will have become null and void), in whole or in part, for Common Stock, each Right being exchangeable for one Common Share. 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. With the consent of the Rights Agent, any of the provisions of the Rights Agreement may be amended by the Board of Directors prior to the Distribution Date. After the Distribution Date, the provisions of the Rights Agreement may be amended in order to (i) cure any ambiguity, (ii) correct or supplement any provision which may be defective or inconsistent with other provisions contained in the Rights Agreement, (iii) shorten or lengthen any time periods under the Rights Agreement (except to make the Rights redeemable at a time when they are not then redeemable), but generally only for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights (other than the Acquiring Person and its Associates and Affiliates). The Rights have certain anti-takeover effects. The Rights, if exercised, would cause substantial dilution to a Person or group that attempts to acquire the Company without conditioning the offer on a substantial number of Rights being acquired. Accordingly, the existence of the Rights may deter certain acquirors from making takeover proposals or tender offers. However, the Rights Agreement is designed to help ensure that the Company's shareholders receive fair and equal treatment in the event of any proposed takeover of the Company, and that the Board of Directors has sufficient time to evaluate any proposed transaction and, if in the best interests of the Company, to explore alternative value-enhancing transactions. The dividend of the Rights was not in response to any specific takeover threat or proposal. Until separate Rights Certificates are issued, a copy of the Rights Agreement will be available to registered holders of the Common Stock upon written request free of charge from the Company. After the Rights Certificates are issued, a copy of the Rights Agreement will be filed with the Securities and Exchange Commission. The foregoing summary description of the Rights and the Amended and Restated Rights Agreement does not purport to be complete and are qualified in their entirety by reference to the Amended and Restated Rights Agreement which is filed as an exhibit and incorporated herein by this reference. Item 2. Exhibits. The following exhibits are filed as a part of this Registration Statement: Exhibit No. Description 4.1. Amended and Restated Rights Agreement dated as of November 20, 2001 between the Company and EquiServe Trust Company, N.A. as Rights Agent (incorporated by reference to Exhibit 4.1 to the Company's quarterly report on Form 10-Q for the quarter ending November 30, 2001). SIGNATURES 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, thereunto duly authorized. IMMUCOR, INC. (Registrant) By: /s/ Edward L. Gallup Edward L. Gallup, President (Principal Executive Officer) Dated: January 11, 2002. INDEX TO EXHIBITS Exhibit No. Description 4.1 Amended and Restated Rights Agreement dated as of November 20, 2001 between the Company and EquiServe Trust Company, N.A. as Rights Agent (incorporated by reference to Exhibit 4.1 to the Company's quarterly report on Form 10-Q for the quarter ending November 30, 2001).