-----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, CfFNgSutjnHCoUYmisXMijk5N07KnGB8B0TvKZvYRze9o9x+WrQvxfn66kYq15fE 3iDffsayEzFs6oG9SWT3fw== /in/edgar/work/20000619/0000950135-00-003246/0000950135-00-003246.txt : 20000919 0000950135-00-003246.hdr.sgml : 20000919 ACCESSION NUMBER: 0000950135-00-003246 CONFORMED SUBMISSION TYPE: 8-A12G/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000619 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARIAD PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000884731 STANDARD INDUSTRIAL CLASSIFICATION: [2836 ] IRS NUMBER: 223106987 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12G/A SEC ACT: SEC FILE NUMBER: 000-21696 FILM NUMBER: 657026 BUSINESS ADDRESS: STREET 1: 26 LANDSDOWNE ST CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 6174940400 MAIL ADDRESS: STREET 2: 26 LANDSDOWNE CITY: CAMBRIDGE STATE: MA ZIP: 02139 8-A12G/A 1 0001.txt ARIAD PHARMACEUTICALS, INC. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 ARIAD Pharmaceuticals, Inc. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware 22-3106987 - --------------------------------------------------- -------------- (State of Incorporation or Organization) (I.R.S. Employer Identification no.) 26 Landsdowne Street, Cambridge, Massachusetts 02139 - --------------------------------------------------- --------------- (Address of Principal Executive Offices) (Zip Code) If this form relates to the If this form relates to the registration of a class of securities registration of a class of securities pursuant to Section 12(b) of the pursuant to Section 12(g) of the Exchange Act and is effective pursuant Exchange Act and is effective pursuant to General Instruction A.(c), please to General Instruction A.(d), please check the following box. [ ] check the following box. |X| Securities Act registration statement file number to which this form relates:___ (If applicable) 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 Not applicable Not applicable - -------------------------------- ----------------------------------- - -------------------------------- ----------------------------------- Securities to be registered pursuant to Section 12(g) of the Act: Preferred Stock Purchase Rights - -------------------------------------------------------------------------------- (Title of Class) - -------------------------------------------------------------------------------- (Title of Class) 2 Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. As of June 8, 2000, the Company and State Street Bank and Trust Company, as Rights Agent (the "Rights Agent") entered into Amendments Nos. 2 and 3 (the "Amendments") to the Rights Agreement, dated December 15, 1994, between the Company and the Rights Agent (the "Rights Agreement"). As a result of the Amendments, the Rights Agreement will terminate upon the adoption of a new rights agreement by the Company and the setting of a record date under such new rights agreement. The text of the Amendments are attached as Exhibit 1 and Exhibit 2 and incorporated herein by reference. The foregoing descriptions of the Amendments are qualified by reference to Exhibit 1 and Exhibit 2. Item 2. EXHIBITS. 1. Amendment No. 2 to Rights Agreement, dated as of June 8, 2000, between ARIAD Pharmaceuticals, Inc. and State Street Bank and Trust Company, as Rights Agent. 2. Amendment No. 3 to Rights Agreement, dated as of June 8, 2000, between ARIAD Pharmaceuticals, Inc. and State Street Bank and Trust Company, as Rights Agent. 3. Press Release issued by ARIAD Pharmaceuticals, Inc., dated June 19, 2000. 3 SIGNATURE Pursuant to the requirements of Section 12 of the Securities and Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. ARIAD PHARMACEUTICALS, INC. Dated: June 19, 2000 By: /s/ Jay R. LaMarche ------------------------ Name: Jay R. LaMarche Title: Treasurer EX-1 2 0002.txt AMENDMENT NO. 2 TO RIGHTS AGREEMENT 1 EXHIBIT 1 AMENDMENT NO. 2 TO RIGHTS AGREEMENT Amendment No. 2, dated as of June 8, 2000 to the Rights Agreement dated as of December 15, 1994, as amended (the "Agreement"), between ARIAD Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and State Street Bank and Trust Company, a Massachusetts Trust Company (the "Rights Agent"). The Company and the Rights Agent have approved the amendment to the Agreement set forth below. Accordingly, in consideration of the premises and mutual agreements herein set forth, the parties hereby agree as follows: FIRST: Section 27 of the Agreement is hereby amended in its entirety to read as follows: SECTION 27. SUPPLEMENTS AND AMENDMENTS. Prior to the Separation Date, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing Common Shares unless such approval is required by Section 29(b), except for a supplement or amendment that would change the Redemption Price, Purchase Price, or number of fractional Series A Shares for which a Right is then exercisable. From and after the Separation Date (and at any time after the occurrence of a Shares Acquisition Date subsequent to the occurrence of a Springing Right of Redemption), the Company and the Rights Agent shall, if the Company shall so direct, supplement or amend this Agreement without the approval of any holders of Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions herein, (iii) to extend the period of redemption provided in Section 23 hereof (which amendment shall set forth a date after which the Rights are no longer redeemable ("Extension Date") unless the Rights are further amended prior to the Extension Date to further extend the time during that the Rights are redeemable, and which amendment may provide for the termination of the right of redemption prior to any Extension Date or (iv) to change or supplement the provisions hereunder in any manner that the Company may deem necessary or desirable and that shall not adversely affect the interests of the holders of Right Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person); provided further, that this Agreement may not be supplemented or amended in any way after the period for redemption of the Rights pursuant to Section 23 hereof shall have expired unless there shall thereafter arise and be in effect a Springing Right of Redemption. Upon the delivery of a certificate from an appropriate officer of the Company, which states that the proposed supplement or amendment is in compliance with the terms of this Section 27, the Rights Agent shall execute such supplement or amendment. Prior to the Separation Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Shares. 2 SECOND: The amendment to the Agreement effected by this Amendment No. 2 shall take effect upon execution hereof by the parties hereto. THIRD: Except as set forth above, the provisions of the Agreement shall remain in full force and effect. FOURTH: This Amendment No. 2 may be executed in two or more counterparts, each of which shall be deemed an original but both of which together shall constitute one and the same agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. ARIAD PHARMACEUTICALS, INC. By: /s/ Jay R. LaMarche -------------------------- Name: Jay R. LaMarche Title: Treasurer STATE STREET BANK AND TRUST COMPANY By: /s/ Charles Rossi -------------------------- Name: Charles Rossi Title: Vice-President EX-2 3 0003.txt AMENDMENT NO. 3 TO RIGHTS AGREEMENT 1 EXHIBIT 2 AMENDMENT NO. 3 TO RIGHTS AGREEMENT Amendment No. 3, dated as of June 8, 2000 to the Rights Agreement dated as of December 15, 1994, as amended (the "Agreement"), between ARIAD Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and State Street Bank and Trust Company, a Massachusetts Trust Company (the "Rights Agent"). The Company and the Rights Agent have approved the amendment to the Agreement set forth below. Accordingly, in consideration of the premises and mutual agreements herein set forth, the parties hereby agree as follows: FIRST: Section 7(a) of the Agreement is hereby amended in its entirety to read as follows: (a) Subject to Section 7(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Separation Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth of a Series A Share as to which the Rights are exercised, at or prior to the close of business on the earlier of (i) December 15, 2004 (the "FINAL EXPIRATION DATE"); (ii) the date on which the Rights are redeemed as provided in Section 23 hereof (the "REDEMPTION DATE") or (iii) immediately prior to the Record Date (as defined in the Rights Agreement, dated as of June 8, 2000 between the Company and the Rights Agent). SECOND: The amendment to the Agreement effected by this Amendment No. 3 shall take effect upon execution hereof by the parties hereto. THIRD: Except as set forth above, the provisions of the Agreement shall remain in full force and effect. FOURTH: This Amendment No. 3 may be executed in two or more counterparts, each of which shall be deemed an original but both of which together shall constitute one and the same agreement. 2 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. ARIAD PHARMACEUTICALS, INC. By:/s/ Jay R. LaMarche ----------------------------- Name: Jay R. LaMarche Title: Treasurer STATE STREET BANK AND TRUST COMPANY By: /s/ Charles Rossi -------------------------- Name: Charles Rossi Title: Vice-President EX-3 4 0004.txt PRESS RELEASE 1 EXHIBIT 3 PRESS RELEASE June 19, 2000 Contact: Jay R. LaMarche Chief Financial Officer, ARIAD (617) 494-0400 Tom Pearson (for media) Pearson Communications (610) 407-9260 Eytan Apter (for investors) SmallCaps Online Group, LLC (212) 554-4158 ARIAD Adopts New Rights Agreement Cambridge, Massachusetts, June 19, 2000 -- ARIAD Pharmaceuticals, Inc. announced that the Board of Directors adopted a new Rights Agreement dated as of June 8, 2000 between the Company and State Street Bank and Trust Company, as Rights Agent, and approved the declaration of a dividend distribution of one Preferred Share Purchase Right (a "Right") on each outstanding share of its Common Stock. In general, the Rights become exercisable if a person or group hereafter acquires 15% or more of the Common Stock of the Company or announces a tender offer for 15% or more of the Common Stock. The Board of Directors will in general be entitled to redeem the Rights at one cent per Right at any time before any such person hereafter acquires 15% or more of the outstanding Common Stock. The Rights are not being distributed in response to any specific effort to acquire the Company. The Rights are designed to assure that all shareholders of the Company receive fair and equal treatment in the event of any proposed takeover of the Company and to guard against partial tender offers, open market accumulations and other tactics designed to gain control of the Company without paying all shareholders a fair price. If a person hereafter acquires 15% or more of the outstanding Common Stock of the Company (the "Acquiring Person"), each Right will entitle its holder to purchase, for an initial exercise price of $65, a number of shares of Common Stock having a market value at that time of twice the Right's exercise price. Rights held by the Acquiring Person will become void. If the Company is acquired in a merger or other business combination transaction after a person acquires 15% or more of the Company's Common Stock, each Right will entitle its holder to purchase, at the Right's then-current exercise price, a number of the acquiring company's common shares having a market value at that time of twice the Right's exercise price. The dividend distribution will be payable on July 19, 2000 to shareholders of record on June 19, 2000. The Rights will expire in ten years. The Rights distribution is not taxable to shareholders. The Company also announced that the Board of Directors adopted two amendments to the Rights Agreement dated December 15, 1994, as amended between the Company and State Street Bank and Trust Company, as Rights Agent. As a result of these amendments, the adoption of the new Rights Agreement and the setting of a record date to distribute new Rights, the Rights Agreement dated December 15, 1994, as amended, between the Company and State Street Bank and Trust Company, as Rights Agent, is no longer in effect. ARIAD Pharmaceuticals, Inc. (www.ariad.com) is a leader in the discovery and development of gene therapy, cell therapy, stem cell therapy and protein therapy products featuring dose-dependent regulation by small-molecule drugs, as well as small-molecule inhibitors of signal transduction. -----END PRIVACY-ENHANCED MESSAGE-----