-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R4o+l6xBWjVz7Czrndwkvz2blNQ/4w8I1Somr4cFyWsdI7FTmwLYZFzROfe6NXcX +vMd3RHSuujWijIeJ2A49Q== 0000927016-01-500045.txt : 20010326 0000927016-01-500045.hdr.sgml : 20010326 ACCESSION NUMBER: 0000927016-01-500045 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010322 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010323 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AUTOIMMUNE INC CENTRAL INDEX KEY: 0000879106 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 133489062 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-20948 FILM NUMBER: 1577209 BUSINESS ADDRESS: STREET 1: 128 SPRING ST CITY: LEXINGTON STATE: MA ZIP: 02173 BUSINESS PHONE: 6178600710 MAIL ADDRESS: STREET 1: 128 SPRING STREET CITY: LEXINGTON STATE: MA ZIP: 02173 8-K 1 d8k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: March 22, 2001 AUTOIMMUNE INC. -------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-20948 13-3489062 - -------------------------------------------------------------------------------- (State of incorporation (Commission (IRS Employer or organization) File Number) Identification No.) 1199 Madia Street, Pasadena, CA 91103 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (626) 792-1235 ---------------------------------------------- (Registrant's telephone number) ITEM 5. OTHER EVENTS. ------------ On February 22, 2001, the Board of Directors of AutoImmune Inc., approved an amendment to the Rights Agreement dated as of May 19, 1995, between AutoImmune and Computershare Trust Company, Inc. (formerly American Securities Transfer, Incorporated). The Amendment amends the definition of "Acquiring Person" in two ways. First, under the amended Rights Agreement, a person or group of affiliated or associated persons that meets the requirements of Sections 1(b)(i) through and including (iii) of Rule 13d-1 under the Securities Exchange Act of 1934, as amended, may acquire beneficial ownership of up to 25% of the common stock, par value $.01 per share, of AutoImmune without being deemed an "Acquiring Person" under the Rights Agreement. Second, under the amended Rights Agreement, any person or group of affiliated or associated persons will not be deemed an "Acquiring Person" if the AutoImmune Board of Directors determines in good faith that the person or group inadvertently became an "Acquiring Person" and such person or group divests as promptly as practicable (and in any event within ten (10) business days after notification by the Company) a sufficient number of the Company's common stock so that the person or group no longer falls within the definition of "Acquiring Person". The text and terms of the amendment are set forth in an Amendment No. 1 to Rights Agreement between AutoImmune and Computershare Trust Company. 2 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. ------------------------------------------------------------------- (c) Exhibits. -------- 4.3 Amendment No. 1 to Rights Agreement dated as of March 20, 2001 between AutoImmune Inc. and Computershare Trust Company, Inc. 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. AUTOIMMUNE INC. By: /s/ Robert C. Bishop ------------------------------------------- Robert C. Bishop, Ph.D. President and Chief Executive Officer Date: March 22, 2001 4 EX-4.3 2 dex43.txt AMENDMENT NO. 1 TO RIGHTS AGREEMENT Exhibit 4.3 AMENDMENT NO 1 TO RIGHTS AGREEMENT This Amendment No. 1 (the "Amendment"), dated as of March 20, 2001 is made by and between AutoImmune Inc., a Delaware corporation (the "Company"), and Computershare Trust Company, Inc. (formerly, American Securities Transfer, Incorporated) (the "Rights Agent") and amends the Rights Agreement dated as of May 19,1995 between the Company and the Rights Agent (the "Rights Agreement"). W I T N E S S E T H WHEREAS, the parties hereto are parties to the Rights Agreement; and WHEREAS, the parties hereto desire to amend the Rights Agreement. NOW, THEREFORE, in consideration of the premises and mutual agreements herein set forth, the parties hereby agree as follows: 1. Section 1(a) of the Rights Agreement is amended by deleting the first sentence in its entirety and replacing it with the following: "Acquiring Person" shall mean any Person (as such term is hereinafter defined) who or which, together with all Affiliates and Associates (as such term is hereinafter defined) of such Person, (i) shall be the Beneficial Owner (as such term is hereinafter defined) of 15% or more of the Common Shares of the Company then outstanding or (ii), if such Person is and continues to be a person that meets the requirements of Sections 1(b)(i) through and including (iii) of Rule 13d-1 promulgated under the Exchange Act (as such term is hereinafter defined) as in effect on January 1, 2001, shall be the Beneficial Owner of 25% or more of the Common Shares of the Company then outstanding, but shall not include (A) the Company, (B) any Subsidiary (as such term is hereinafter defined) of the Company, (C) any employee benefit plan of the Company or any Subsidiary of the Company, or (D) any entity holding Common Shares for or pursuant to the terms of any such plans. 2. Section 1(a) of the Rights Agreement is further amended by adding the following as the last sentence of said Section 1(a): If the Board of Directors of the Company determines in good faith that a Person who would otherwise be an "Acquiring Person", as defined pursuant to the foregoing provisions of this paragraph, has become such inadvertently, and such Person divests as promptly as practicable (and in any event within ten Business Days after notification by the Company) a sufficient number of Common Shares so that such person would no longer be an Acquiring Person, as defined pursuant to the foregoing provisions of this paragraph, then such Person shall not be deemed to be an "Acquiring Person" for any purposes of this Agreement. 3. By execution of this Amendment, the Company shall not be deemed to have compromised or waived any of its rights under the Rights Agreement. 4. Any term used herein and not defined shall have the meaning ascribed to such term in the Rights Agreement. 5. This Amendment may be executed in counterparts. Each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written. This Amendment may be executed in one or more counterparts all of which shall be considered one and the same Amendment and each of which shall be deemed to be an original. ATTEST: AUTOIMMUNE INC. By /s/ Suzanne L. Glassburn By /s/ Robert C. Bishop -------------------------- ---------------------- Name: Suzanne L. Glassburn Name: Robert C. Bishop Its Chairman and CEO ATTEST: COMPUTERSHARE TRUST COMPANY, INC. By /s/ Debbie Sorheim By /s/ Kellie Gwinn ------------------ ------------------ Name: Debbie Sorheim Name: Kellie Gwinn Its Vice President 2 -----END PRIVACY-ENHANCED MESSAGE-----