SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
Form 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Alexion Pharmaceuticals, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 13-3648318
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(State of incorporation or organization) (IRS Employer Identification No.)
25 Science Park, New Haven, Connecticut 06511
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange
to be so registered on which each class is
to be registered
None None
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Securities to be registered pursuant to Section 12(g) of the Act:
Rights to Purchase Junior Participating Cumulative Preferred
Stock, $1.00 par value per share, of the Registrant
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(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
On February 14, 1997 the Board of Directors of the Registrant
declared a dividend of one preferred stock purchase right (a "Right") for each
outstanding share of Common Stock, par value $.0001 per share (the "Common
Stock") of the Registrant. The Rights were issued to the stockholders of record
on March 6, 1997 and will expire in ten years, subject to earlier redemption.
Under certain circumstances, each Right entitles the registered holder to
purchase from the Registrant one one-hundredth of a share of Junior
Participating Cumulative Preferred Stock, par value $1.00 per share ("Preferred
Stock"), of the Registrant or, in certain circumstances, either Common Stock or
common stock of an acquiring company at one-half the market price of such Common
Stock or common stock, as the case may be. The Rights were designed to make it
more likely that all the Registrant's stockholders receive fair and equal
treatment in the event of any proposed takeover of the Registrant and to guard
against the use of partial tender offers or other coercive tactics to gain
control of the Registrant. The description and terms of the Rights are set forth
in a Rights Agreement (the "Rights Agreement") between the Registrant and
Continental Stock Transfer & Trust Company, as Rights Agent (the "Rights
Agent").
Exercise Price
On September 18, 2000, the Board of Directors of Registrant amended
the purchase price under Registrant's Shareholder Rights Plan. Such purchase
price, for each one one-hundredth of a share of Preferred Stock to be issued
upon the exercise of each Right under the Rights Agreement was increased from
$75.00 to $725.00.
Except for the increase in the purchase price, the terms and conditions of the
Rights remain unchanged from the description contained in the Form 8-A filed on
February 21, 1997.
A copy of Amendment No. 1 to the Rights Agreement is attached hereto
as Exhibit 10.1 and is incorporated herein by reference. The foregoing
description of the amendment to the Rights is qualified in its entirety by
reference to such Exhibit.
ITEM 2. EXHIBITS
1. Amendment No. 1 to Rights Agreement, dated as of September 18, 2000,
between the Registrant and Continental Stock Transfer and Trust Company.
SIGNATURE
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.
ALEXION PHARMACEUTICALS, INC.
(Registrant)
By /s/ Leonard Bell
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Leonard Bell
President
DATE: October 6, 2000
EXHIBIT INDEX
Sequential
Exhibit No. Description Page No.
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10.1 Amendment No. 1 to Rights Agreement,
dated as of September 18, 2000,
between the Registrant and
Continental Stock Transfer and Trust
Company.
Exhibit 10.1
AMENDMENT NO. 1 TO
RIGHTS AGREEMENT
This AMENDMENT NO. 1 RIGHTS AGREEMENT (the "Amendment") is made as
of September 18, 2000 between Alexion Pharmaceuticals, Inc., a Delaware
corporation (the "Company"), and Continental Stock Transfer & Trust Company, a
New York corporation (the "Rights Agent").
WHEREAS, on February 14, 1997, the Board of Directors of the Company
declared a dividend of one preferred stock purchase right ("Right") for each
share of Common Stock, par value $.0001 per share, of the Company outstanding at
the close of business on March 6, 1997; and
WHEREAS, each Right entitles the registered holder thereof to
purchase from the Company one one-hundreth (1/100 th) of a share of Junior
Participating Cumulative Preferred Stock, par value $1.00 per share, of the
Company or, in certain circumstances, either Common Stock of the Company or
common stock of an aquiring company at one-half the market price of the Common
Stock of the Company; and
WHEREAS, the description and terms of the Rights are set forth in a
Rights Agreement (the "Rights Agreement") between the Company and the Rights
Agent; and
WHEREAS, the Purchase Price per each one one-hundreth of a share of
Preferred Stock payable upon the exercise o f a Right is set forth in the Rights
Agreement; and
WHEREAS, in view of the increase in the value of the Common Stock of
the Company, the Company desires to amend the Rights Agreement in order to
provide for an increase in the Purchase Price; and
WHEREAS, the Stock Acquisition Date referred to in the Rights
Agreement has not occurred;
NOW, THEREFORE, in consideration of the premises and the agreements
set forth herein, the parties hereby agree as follows:
1. Purchase Price Increase. Section 7(b) of the Agreement is hereby
amended in its entirety to read as follows:
"(b) The Purchase Price for each one one-hundreth of a share of Preferred
Stock issued pursuant to the exercise of a Right shall initially be $725.00,
shall be subject to adjustment from time to time as provided in Sections 11 and
13 hereof and shall be payable in lawful money of the United States of America
in accordance with paragraph (c) below."
2. No Further Amendment. Except as expressly amended by this Amendment No.
1, the Rights Agreement shall remain in full force and effect as the same was in
effect immediately prior to the date of this Amendment No. 1.
3. Counterparts. This Amendment may be executed in any number of
counterparts and 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 undersigned have duly executed this Amendment as
of the date first above written.
ATTEST: ALEXION PHARMACEUTICALS, INC.
By: /s/David Keiser By: /s/ Leonard Bell
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Name:David Keiser Name: Leonard Bell
Title:Chief Financial Officer Title:President
ATTEST: CONTINENTAL STOCK TRANSFER &
TRUST COMPANY
By: /s/ Thomas Jennings By: /s/ William F. Seegraber
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Name: Thomas Jennings Name: William F. Seegraber
Title: Asst. Secretary Title: Vice President