8-A12G/A 1 regstat8a.txt AMENDMENT TO FORM 8-A12G As filed with the Securities and Exchange Commission on October 23, 2001 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A12G/A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 NAPRO BIOTHERAPEUTICS, INC. (Exact name of registrant as specified in its charter) DELAWARE 84-1187753 (State of incorporation or (IRS Employer organization) Identification No.) 6304 SPINE ROAD, UNIT A BOULDER, COLORADO 80301 (Address of principal executive offices) (Zip Code) If this Form relates to the registration of a class of debt securities and is to become effective 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 simultaneous 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. /X/ SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: Title of each class to be so registered: None Name of each exchange on which each class is to be registered: None SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: Rights to Purchase Series B Junior Participating Preferred Stock (Title of Class) ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. General. On November 8, 1996, the Board of Directors of NaPro BioTherapeutics, Inc. (the "Company") declared a dividend of one Right for each outstanding share of the Company's common stock, par value $.0075 per share (the "Common Stock"). The Rights were issued on November 26, 1996, to holders of record of Common Stock on that date. In addition, until the Rights become exercisable as described below and in certain limited circumstances thereafter, the Company has issued and will continue to issue one Right for each share of Common Stock issued after November 26, 1996. Each Right, when it becomes exercisable, will entitle its registered holder to purchase from the Company one one-hundredth of a share (a "Unit") of the Company's Series B Junior Participating Preferred Stock, par value $.001 ("Preferred Stock") at a price of $60.00 (the "Purchase Price") subject to adjustment. The Rights were issued pursuant to a Rights Agreement (the "Rights Agreement" between the Company and American Stock Transfer and Trust Company, as Rights Agent. The Rights Agreement was amended and restated on September 25, 2001. The following summary does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, as so amended and restated and exhibits thereto, which is incorporated herein by reference, including the definition of certain terms contained therein. Distribution Date. The Rights will not be exercisable until the Distribution Date (as defined below). Prior to the Distribution Date, they will be evidenced by the certificates for Common Stock and will be transferred with and only with the Common Stock. In general, the Rights will separate from the Common Stock and the "Distribution Date" will occur upon the earlier of the following: (i) the tenth day after the first public disclosure that a person or group (an "Acquiring Person") has acquired beneficial ownership of 20% or more of the outstanding Common Stock (the "Stock Acquisition Date"), or (ii) the tenth business day after the commencement of a tender or exchange offer that, if consummated, would result in one person or group beneficially owning 20% or more of the outstanding Common Stock. On the Distribution Date, each Right will become exercisable to purchase one one-hundredth share of Preferred Stock until November 8, 2006 (the "Expiration Date"), except as described below, unless the Rights are earlier redeemed. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights (the "Rights Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date. The separate Rights Certificates will thereafter evidence ownership of the Rights, which will then trade separately from the Common Stock. Issuance of Preferred Shares. The Preferred Stock will have a liquidation preference of $1.00 per hundredth of a share. Dividends on the Preferred Stock will be payable quarterly in an amount for each one-hundredth of a share of Preferred Stock equal to the greater of $.01 or the amount per share of any dividend paid on the Company's Common Stock for such quarter. Unpaid dividends will cumulate. The Preferred Stock will not be redeemable. Each one-hundredth share of Preferred Stock will have the same voting rights as one share of Common Stock. Pursuant to the Rights Agreement, the purchase price payable, and the number of Units of Preferred Stock or other securities or property issuable, upon the 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 Stock, (ii) if holders of the Preferred Stock are granted certain rights or warrants to subscribe for Preferred Stock or convertible securities at less than the current market price of the Preferred Stock, or (iii) upon the distribution to the holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular quarterly cash dividends), assets or subscription rights or warrants (other than those referred to above). The Preferred Stock may be issued in fractions that are integral multiples of one one-hundredth of a share. No fractional Units will be issued upon any exercise of Rights, and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Stock on the then-current market price of such shares. Effects of "Triggering Events." Under certain circumstances, the Rights will entitle their holders to purchase securities other than Preferred Stock. If any person becomes an Acquiring Person, each holder of a Right (except Rights that are void as set forth below) will thereafter have the right to receive, upon exercise, Common Stock (or, in certain circumstances, cash, property or other securities of the Company) having a value equal to two times the exercise price of the Right. However, the Rights are not exercisable in any event until such time as the Rights are no longer redeemable by the Company as set forth below. For example, at an exercise price of $60 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following an event set forth in the preceding paragraph would entitle its holder to purchase $120 worth of Common Stock (or other consideration, as noted above) for $60. Assuming that the Common Stock had a per share value of $30 at such time, the holder of each valid Right would be entitled to purchase four shares of Common Stock for $60. If at any time following the Stock Acquisition Date (i) the Company is acquired in a merger or other business combination transaction in which the Common Stock is changed or exchanged or in which the Company is not the surviving corporation, or (ii) 50% or more of the Company's assets or earning power is sold or transferred, each holder of a Right (except Rights that are void as set forth below) shall thereafter have the right to receive, upon exercise, common stock of the acquiring company having a value equal to two times the exercise price of the Right. The events set forth in this paragraph and in the second paragraph of this Item 1 are referred to as the "Triggering Events." Any Rights that are beneficially owned by a person who is or who later becomes an Acquiring Person (or any affiliate or associate of an Acquiring Person) or are owned by certain transferees of an Acquiring Person shall become void from and after the time such person becomes an Acquiring Person. Thus, any holder of such a Right (including any subsequent holder) may be unable to exercise the Right after the occurrence of a Triggering Event. Redemption. At any time before the earlier of (i) the tenth day following the Stock Acquisition Date, or (ii) November 8, 2006, the Board of Directors of the Company may redeem the Rights in whole, but not in part, for $.01 per Right (the "Redemption Price"). The redemption period may be extended if it has not yet expired at the time of the extension. If the Board of Directors elects to redeem the Rights, the Company will announce the redemption, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. Exchange. At any time after any person becomes an Acquiring Person, the Board of Directors of the Company may exchange all or any part of the then outstanding and exercisable Rights (except for Rights that have become void) for Common Shares at an exchange ratio of one Common Share per Right, appropriate adjusted. However, the Board of Directors is not empowered to effect such exchange at any time after any person, together with all affiliates and associates of such person) becomes the beneficial owner of 50% or more of the Common Shares then outstanding. Amendments. At any time before the Distribution Date, the Company may, without the approval of any holder of the Rights, amend any provision of the Rights Agreement, except that the Company cannot change the Redemption Price, the Expiration Date, the Purchase Price or the number of one-hundredths of a share of Preferred Stock for which a Right is exercisable. At any time after the Distribution Date, the Company may amend the Rights Agreement without the approval of the holders of the Rights to cure any ambiguity, to correct any defective or inconsistent provision, subject to certain exceptions, to shorten or lengthen any time period or to change a provision in any manner the Company deems necessary and that does not adversely affect the interests of the holders of the Rights. However, the Company can extend the redemption period only if the Rights are redeemable at the time of the extension. Other Considerations. Until a Right is exercised, its holder, as such, will have no rights as a stockholder of the Company, such as the right to vote or to receive dividends. While the distribution of the Rights will not be taxable to stockholders or to the Company, stockholders may, depending upon the circumstances, recognize taxable income if the Rights become exercisable upon the occurrence of a Triggering Event as set forth above. The terms of the Rights are set forth in the Rights Agreement. The form of Rights Agreement, which includes, as Exhibit A, the form of Certificate of Designations of the Preferred Stock; as Exhibit B, the form of Rights Certificate; and as Exhibit C, Summary of Rights to Purchase Preferred Stock, is included as Exhibit 2.1 to this Registration Statement on Form 8-A and is incorporated herein by reference. The foregoing description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement. ITEM 2. EXHIBITS. Exhibit 2.1. Form of Rights Agreement dated as of November 8, 1996, as amended and restated September 25, 2001, between NaPro BioTherapeutics, Inc. and American Stock Transfer and Trust Company, as Rights Agent. Exhibit 2.2 Articles of Incorporation of the Company, as amended, incorporated by reference from the Company's annual report on Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 1996 (file number 0-24320). 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, thereto duly authorized. NAPRO BIOTHERAPEUTICS, INC. By: /s/ Kai P. Larsen ____________________________ Vice President, General Counsel Date: October 23, 2001