-----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, RzYPGu4AF995VlysaPpyUpv/2sSFdaEZiZ/waduFIHAJMjy3USrIU5W/3Rjb9Igi RlOhMcqhpFvNscOu7JOTdQ== /in/edgar/work/20000714/0000933745-00-000005/0000933745-00-000005.txt : 20000920 0000933745-00-000005.hdr.sgml : 20000920 ACCESSION NUMBER: 0000933745-00-000005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000714 ITEM INFORMATION: FILED AS OF DATE: 20000714 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MIRAVANT MEDICAL TECHNOLOGIES CENTRAL INDEX KEY: 0000933745 STANDARD INDUSTRIAL CLASSIFICATION: [2834 ] IRS NUMBER: 770222872 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-25544 FILM NUMBER: 672916 BUSINESS ADDRESS: STREET 1: 336 BOLLAY DRIVE CITY: SANTA BARBARA STATE: CA ZIP: 93117 BUSINESS PHONE: 8056859880 MAIL ADDRESS: STREET 1: 336 BOLLAY DRIVE CITY: SANTA BARBARA STATE: CA ZIP: 93117 FORMER COMPANY: FORMER CONFORMED NAME: PDT INC /DE/ DATE OF NAME CHANGE: 19941214 8-K 1 0001.txt CURRENT REPORT ON FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549-1004 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): July 14, 2000 MIRAVANT MEDICAL TECHNOLOGIES (Exact name of Registrant as specified in its charter) Delaware 0-2554 77-0222872 (State or other jurisdiction of Commission File Number) (I.R.S. Employer incorporation or organization) Identification Number) 336 Bollay Drive Santa Barbara, CA 93117 (Address of principal executive offices) (805) 685-9880 (Registrant's telephone number, including area code) ITEM 5. OTHER EVENTS On July 14, 2000, Miravant Medical Technologies issued a press release announcing that the Board of Directors of Miravant Medical Technologies approved the adoption of a Preferred Stock Rights Agreement. The press release is attached as Exhibit 99 to this Form 8-K. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. Exhibit 99 Miravant Medical Technologies Press Release issued July 14, 2000. SIGNATURE Pursuant to the requirements of the Securities Exchange Act or 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Miravant Medical Technologies (Registrant) Date: July 14, 2000 By: /s/ John M. Philpott ------------------------- Name: John M. Philpott Title: Chief Financial Officer EXHIBIT INDEX Exhibit Number 99 Miravant Medical Technologies Press Release issued July 14, 2000. EX-99 2 0002.txt EXHIBIT 99.1 PRESS RELEASE SANTA BARBARA, Calif., July 14, 2000 - Miravant Medical Technologies (Nasdaq: MRVT) announced today that its Board of Directors has adopted a Shareholders' Rights Plan. Under the Plan, Miravant will issue a dividend of one right for each share of its common stock - par value of $0.001 per share - held after the close of business on July 31, 2000. The Plan is designed to assure stockholders fair value in the event of a future unsolicited business combination or similar transaction involving the Company. This Plan was not adopted in response to any attempt to acquire the Company, and Miravant is not aware of any such efforts. The rights will become exercisable only if a person or group (i) acquires 20 percent or more of Miravant's common stock, or (ii) announces a tender offer that would result in ownership of 20 percent or more of the common stock. Each right would entitle a stockholder to buy a fractional share of the Company's preferred stock. Each right has an initial exercise price of $180.00. Once the acquiring person or group has acquired 20 percent or more of the outstanding common stock of Miravant, each right shall entitle its holder (other than the acquiring person or group) to acquire shares of the company or of the third party acquirer having a value of twice the right's then-current exercise price. The rights are redeemable at the option of the Board of Directors up until ten days after public announcement that any person or group has acquired 20 percent or more of Miravant's common stock. The redemption price is $0.001 per right. The rights will expire on July 31, 2010, unless redeemed prior to that date. Distribution of the rights is not taxable to stockholders. Further details of the Plan are outlined in a letter that will be sent to stockholders as of the record date. Miravant Medical Technologies specializes in both pharmaceuticals and devices for photoselective medicine. The Company is developing its proprietary PhotoPoint procedure in ophthalmology, oncology, cardiovascular disease and other medical specialties. -----END PRIVACY-ENHANCED MESSAGE-----