SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ORASURE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-4370966
(State of Incorporation or Organization) (IRS Employer Identification No.)
150 Webster Street
Bethlehem, Pennsylvania 18015
(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to
12(b) of the Exchange Act and Section 12(g) of the
is effective pursuant to Exchange Act and is
General Instruction A.(c), effective pursuant to
please check the following General Instruction A.(d),
box. | | please check the following
box. |X|
Securities Act registration statement file number to which
this form relates: NA
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(If applicable)
Securities to be registered pursuant to Section 12(b)
of the Act: None
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Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
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(Title of Class)
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
On September 29, 2000, pursuant to a rights agreement, dated May 6,
2000 (the "Rights Agreement"), adopted in connection with a certain merger
agreement, dated as of May 6, 2000, by and among Epitope Inc. ("Epitope"), STC
Technologies, Inc. ("STC") and OraSure Technologies, Inc. ("OraSure") (the
"Merger Agreement"), OraSure declared a dividend distribution of one right
("Right") for each outstanding share of OraSure common stock, par value
$0.000001 (the "Common Stock"), to stockholders of record at the close of
business on September 29, 2000. Under certain conditions, each Right entitles
its holder to purchase one one-thousandth of a share of Series A Preferred
Stock, par value $0.000001 (the "Series A Preferred Stock"), for an exercise
price of $85.00. The Rights are not now exercisable, and it is not known at this
time whether they ever will be exercisable. Until a Right is exercised, the
Right does not create any rights as a stockholder of OraSure, including the
right to vote or receive dividends.
The Rights will trade with the Common Stock. In general, the Rights
detach from the Common Stock and become exercisable on the tenth business day
after the earlier of either of the following two events:
o a person or entity, together with its Affiliates or
Associates, becomes the beneficial owner of 15% or more
of the outstanding shares of Common Stock, or
o a person or entity, together with its Affiliates or
Associates, announces or commences a tender offer that,
if consummated, would result in them becoming the
beneficial owner of 15% or more of the outstanding
shares of Common Stock.
An "Affiliate" of a person or entity is a person or entity that directly, or
indirectly through one or more intermediaries, controls, or is controlled by, or
is under common control with, the person or entity specified. An "Associate" of
a person or entity is (a) any corporation or organization (other than OraSure or
any majority-owned subsidiary of OraSure) of which such person or entity is an
officer or partner or is, directly or indirectly, the beneficial owner of 10% or
more of any class of equity securities, (b) any trust or other estate in which
such person or entity has a substantial beneficial interest or as to which such
person or entity serves as trustee or in a similar fiduciary capacity, and (c)
any relative or spouse of such person or entity, or any relative of such spouse,
who has the same home as such person or entity or who is a director or officer
of such person or entity or any of its parents or subsidiaries.
If the Rights detach and become exercisable as a result of the
commencement of a tender offer, each Right entitles its holder to purchase one
one-thousandth of a share of Series A Preferred Stock for an exercise price of
$85.00 unless the Rights are redeemed by OraSure. This exercise price and the
number of shares, or fraction of a share, of Series A
Preferred Stock that can be purchased are both subject to adjustment to prevent
dilution in the event of a stock dividend on the Series A Preferred Stock or a
subdivision, combination or reclassification of the Series A Preferred Stock or
if OraSure distributes certain rights, options, warrants, evidences of
indebtedness or assets to the holders of the Series A Preferred Stock.
Because of the nature of the Series A Preferred Stock's dividend,
liquidation and voting rights, the value of one one-thousandth of a share of
Series A Preferred Stock that may be purchased upon the exercise of each Right
should approximate the value of one share of Common Stock. In the event of the
liquidation of OraSure, the holders of shares of Series A Preferred Stock will
be entitled to the greater of
o a minimum preferential liquidation payment of $1,000 per
share, plus accrued dividends, or
o 1,000 times the aggregate amount to be distributed per share
of Common Stock.
Each share of Series A Preferred Stock will have 1000 votes and will vote
together with the Common Stock as a single class. Finally, in the event of any
merger, consolidation or other transaction involving OraSure (other than the
Merger) in which shares of Common Stock are exchanged for or changed into other
stock, securities, cash and/or other property, each share of Series A Preferred
Stock will be entitled to receive 1,000 times the amount received per share of
Common Stock. The dividend, liquidation, voting and other rights of the Series A
Preferred Stock will be proportionately adjusted to reflect any stock split,
stock dividend or similar transaction involving the Common Stock.
After a person or entity (referred to as an Acquiring Person),
together with its Affiliates and Associates, becomes the beneficial owner of 15%
or more of the outstanding shares of Common Stock in one or more transactions
that do not constitute a Qualifying Offer, each Right entitles its holder to
purchase, for the Right's exercise price, a number of shares of Common Stock (or
in certain circumstances, cash, property or other securities of OraSure) having
a value equal to two times the then current exercise price of the Right. All
Rights that are, or under certain circumstances were, beneficially owned by any
Acquiring Person, or Affiliates or Associates of that person or entity, will be
null and void. A "Qualifying Offer" is an offer for outstanding shares of Common
Stock that a majority of the directors of OraSure who are not Affiliates or
Associates of an Acquiring Person determine, after receiving advice from one or
more investment banking firms, to be fair to the stockholders and otherwise in
the best interests of OraSure and its stockholders.
If OraSure is involved in a merger or other business combination
transaction after the Rights become exercisable, each Right entitles its holder
to purchase, for the Right's exercise price, a number of the acquiring or
surviving company's shares of common stock having a market value equal to twice
the exercise price of the Right. Similarly, if OraSure
sells or transfers 50% or more of its assets or earning power after the Rights
become exercisable, each Right entitles its holder to purchase, for the Right's
exercise price, a number of the acquiring company's shares of common stock
having a market value equal to twice the exercise price of the Right.
At any time after any person or entity becomes an Acquiring Person
and before the acquisition by such person or entity, together with that person's
Affiliates or Associates, of 50% or more of the Common Stock, the OraSure Board
may exchange Common Stock for all or any part of the Rights other than any
Rights that have become null and void. The exchange rate is one share of Common
Stock for each Right. This exchange rate is subject to adjustment to reflect any
stock split, stock dividend or similar transaction involving the Common Stock.
OraSure is entitled to redeem the Rights at $.01 per Right at any
time until ten business days following a public announcement that a person,
together with that person's Affiliates or Associates, has become the beneficial
owner of 15% or more of the outstanding shares of Common Stock. The terms of the
Rights expire on May 6, 2010, unless OraSure redeems the Rights before then or
unless the OraSure Board of Directors extends the Rights by amending the Rights
Agreement.
Until the Rights are no longer redeemable, the OraSure Board of
Directors may amend the Rights Agreement and Rights in any respect. After the
Rights are no longer redeemable, the OraSure Board of Directors may amend the
Rights Agreement and the Rights to make changes that do not adversely affect the
interests of the holders of the Rights (excluding the interests of the Acquiring
Person or its Affiliates and Associates) or to shorten or lengthen any time
period under the Rights Agreement (except for the time period governing
redemption of the Rights). No amendment of the Rights Agreement or Rights by the
OraSure Board of Directors is permitted to change the redemption price of the
Rights, regardless of whether the amendment occurs before or after the time the
Rights cease to be redeemable.
The Rights Agreement, dated as of May 6, 2000, between OraSure
Technologies, Inc. and ChaseMellon Shareholder Services, LLC, as Rights Agent,
including the Form of Certificate of Designation, Preferences and Rights as
Exhibit A, the Form of Rights Certificates as Exhibit B and the Summary of
Rights as Exhibit C, has been filed with the Securities and Exchange Commission
as an Exhibit to Amendment No. 1 to OraSure's Registration Statement on Form
S-4, dated August 8, 2000. The foregoing description of the Rights does not
purport to be complete and is qualified in its entirety by reference to such
Exhibit.
Item 2. Exhibits.
1 Rights Agreement, dated as of May 6, 2000, between OraSure
Technologies, Inc. and ChaseMellon Shareholder Services, LLC, as
Rights Agent, including
the Form of Certificate of Designation, Preferences and Rights as
Exhibit A, the Form of Rights Certificates as Exhibit B and the
Summary of Rights as Exhibit C (incorporated by reference to Exhibit
4.2 to Amendment No. 1 to OraSure's Registration Statement on Form
S-4, dated August 8, 2000).
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, thereunto duly authorized.
Dated: June 11, 2001 OraSure Technologies, Inc.
By: /s/ Robert D. Thompson
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Name: Robert D. Thompson
Title: Chief Executive Officer
EXHIBIT INDEX
Exhibit Description
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1 Rights Agreement, dated as of May 6, 2000,
between OraSure Technologies, Inc. and
ChaseMellon Shareholder Services, LLC, as
Rights Agent, including the Form of
Certificate of Designation, Preferences and
Rights as Exhibit A, the Form of Rights
Certificates as Exhibit B and the Summary of
Rights as Exhibit C (incorporated by reference
to Exhibit 4.2 to Amendment No. 1 to OraSure's
Registration Statement on Form S-4, dated
August 8, 2000).