SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ISOLAGEN, INC.
(Exact name of registrant as specified in its charter)
Delaware 87-0458888
(State of Incorporation or organization) (I.R.S. Employer
Identification No.)
405 Eagleview Boulevard, Exton, Pennsylvania 19341
(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 pursuant to Section 12(g) of
the Exchange Act and is effective the Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. ( X ) box. ( )
Securities Act registration statement file number to which this form relates:
N/A
(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
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Rights to Purchase Series C Junior American Stock Exchange
Participating Preferred Stock
(pursuant to Rights Agreement dated
as of May 12, 2006)
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
Item 1. Description of Registrant's Securities to be Registered.
On May 12, 2006, the Board of Directors of Isolagen, Inc. (the "Company")
declared a dividend distribution of one Right for each outstanding share of
common stock, par value $.001 per share, of the Company ("Company Common Stock")
to stockholders of record at the close of business on May 22, 2006 (the "Record
Date"). Each Right entitles the registered holder to purchase from the Company a
unit consisting of one ten-thousandth of a share (a "Unit") of Series C Junior
Participating Preferred Stock, par value $0.001 per share ("Preferred Stock"),
at a Purchase Price of $35.00 per Unit, subject to adjustment. The description
and terms of the Rights are set forth in a Rights Agreement (the "Rights
Agreement") between the Company and American Stock Transfer & Trust Company, as
Rights Agent.
Initially, the Rights will be attached to all Company Common Stock
certificates representing shares then outstanding, and no separate Rights
Certificates will be distributed. Subject to certain exceptions specified in the
Rights Agreement, the Rights will separate from the Company Common Stock and a
Distribution Date will occur upon the earlier of (i) 10 business days following
a public announcement that a person or group of affiliated or associated persons
(an "Acquiring Person") has acquired beneficial ownership of 15% or more of the
outstanding shares of Company Common Stock (20%, in the case of certain
institutional investors) other than as a result of repurchases of stock by the
Company or certain inadvertent actions by institutional or certain other
stockholders (the "Stock Acquisition Date") or (ii) 10 business days (or such
later date as the Board shall determine) following the commencement of a tender
offer or exchange offer that would result in a person or group becoming an
Acquiring Person. Until the Distribution Date, (i) the Rights will be evidenced
by the Company Common Stock certificates and will be transferred with and only
with such Company Common Stock certificates, (ii) new Company Common Stock
certificates issued after the Record Date will contain a notation incorporating
the Rights Agreement by reference and (iii) the surrender for transfer of any
certificates for Company Common Stock outstanding will also constitute the
transfer of the Rights associated with the Company Common Stock represented by
such certificate. Pursuant to the Rights Agreement, the Company reserves the
right to require prior to the occurrence of a Triggering Event (as defined
below) that, upon any exercise of Rights, a number of Rights be exercised so
that only whole shares of Preferred Stock will be issued.
The Rights are not exercisable until the Distribution Date and will expire
at 5:00 P.M. (New York City time) on May 12, 2016, unless such date is extended
or the Rights are earlier redeemed or exchanged by the Company as described
below.
As soon as practicable after the Distribution Date, Rights Certificates
will be mailed to holders of record of the Company Common Stock as of the close
of business on the Distribution Date and, thereafter, the separate Rights
Certificates alone will represent the Rights. Except as otherwise determined by
the Board of Directors, only shares of Company Common Stock issued prior to the
Distribution Date will be issued with Rights.
In the event that a Person becomes an Acquiring Person, each holder of a
Right will thereafter have the right to receive, upon exercise, Company 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.
Notwithstanding any of the foregoing, following the occurrence of the event set
forth in this paragraph, all Rights that are, or (under certain circumstances
specified in the Rights Agreement) were, beneficially owned by any Acquiring
Person will be null and void. However, Rights are not exercisable following the
occurrence of the event set forth above until such time as the Rights are no
longer redeemable by the Company as set forth below.
For example, at an exercise price of $35.00 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 $70.00
worth of Company Common Stock (or other consideration, as noted above) for
$35.00. Assuming that the Company Common Stock had a per share value of $10.00
at such time, the holder of each valid Right would be entitled to purchase 7
shares of Company Common Stock for $35.00.
In the event that, at any time following the Stock Acquisition Date, (i)
the Company engages in a merger or other business combination transaction in
which the Company is not the surviving corporation, (ii) the Company engages in
a merger or other business combination transaction in which the Company is the
surviving corporation and the Company Common Stock is changed or exchanged, or
(iii) 50% or more of the Company's assets, cash flow or earning power is sold or
transferred, each holder of a Right (except Rights which have previously been
voided as set forth above) 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 preceding paragraph are referred to as the "Triggering
Events."
At any time after a person becomes an Acquiring Person and prior to the
acquisition by such person or group of fifty percent (50%) or more of the
outstanding Company Common Stock, the Board may exchange the Rights (other than
Rights owned by such person or group which have become void), in whole or in
part, at an exchange ratio of one share of Company Common Stock, or one
ten-thousandth of a share of Preferred Stock (or of a share of a class or series
of the Company's preferred stock having equivalent rights, preferences and
privileges), per Right (subject to adjustment).
The Purchase Price payable, and the number of Units of Preferred Stock or
other securities or property issuable, upon 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 holders of the Preferred Stock of evidences of indebtedness or assets
(excluding regular quarterly cash dividends) or of subscription rights or
warrants (other than those referred to above).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price. No fractional Units will be issued and, in lieu thereof, an adjustment in
cash will be made based on the market price of the Preferred Stock on the last
trading date prior to the date of exercise.
At any time until ten business days following the Stock Acquisition Date,
the Company may redeem the Rights in whole, but not in part, at a price of
$0.001 per Right (payable in cash, Company Common Stock or other consideration
deemed appropriate by the Board of Directors). The aggregate redemption price
otherwise payable to a beneficial holder of Rights shall be rounded to the
nearest $0.01, provided, however, if such aggregate redemption price is less
than $0.01, such holder will be entitled to receive $0.01 upon the redemption of
such Rights. Immediately upon the action of the Board of Directors ordering
redemption of the Rights, the Rights will terminate and the only right of the
holders of Rights will be to receive the redemption price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, 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 in the event that the Rights become
exercisable for Company Common Stock (or other consideration) or for common
stock of the acquiring company or in the event of the redemption of the Rights
as set forth above.
Any of the provisions of the Rights Agreement may be amended by the Board
of Directors of the Company prior to the Distribution Date. After the
Distribution Date, the provisions of the Rights Agreement may be amended by the
Board in order to cure any ambiguity, to make changes which do not adversely
affect the interests of holders of Rights, or to shorten or lengthen any time
period under the Rights Agreement. The foregoing notwithstanding, no amendment
may be made to the Rights Agreement at a time when the Rights are not
redeemable, except to cure any ambiguity or correct or supplement any provision
contained in the Rights Agreement which may be defective or inconsistent with
any other provision therein.
The holder of each share of Company Common Stock outstanding at the close
of business on May 22, 2006 will receive one Right. So long as the Rights are
attached to the Company Common Stock, one additional Right (as such number may
be adjusted pursuant to the provisions of the Rights Agreement) shall be deemed
to be delivered for each share of Company Common Stock issued or transferred by
the Company in the future. In addition, following the Distribution Date and
prior to the expiration or redemption of the Rights, the Company may issue
Rights when it issues Company Common Stock only if the Board deems it to be
necessary or appropriate, or in connection with the issuance of shares of
Company Common Stock pursuant to the exercise of stock options or under employee
plans or upon the exercise, conversion or exchange of certain securities of the
Company. 10,000 shares of Preferred Stock are initially reserved for issuance
upon exercise of the Rights.
The Rights may have certain anti-takeover effects. The Rights may cause
substantial dilution to a person or group that attempts to acquire the Company
in a manner which causes the Rights to become exercisable. The Rights, however,
should not affect any prospective offeror willing to make an offer at a price
that is fair and otherwise in the best interest of the Company and its
stockholders. The Rights should not interfere with any merger or other business
combination approved by the Board since the Board may, at its option, at any
time until ten business days following the Stock Acquisition Date redeem the
then outstanding Rights at the Redemption Price or take other action to exempt
such a transaction under the Rights Agreement.
The Rights Agreement, dated as of May 12, 2006, between the Company and
American Stock Transfer & Trust Company, as Rights Agent, specifying the terms
of the Rights is attached hereto as an exhibit and is incorporated herein by
reference. The foregoing description of the Rights is qualified in its entirety
by reference to such exhibit.
Item 2. Exhibits.
1. Rights Agreement, dated as of May 12, 2006, by and
between the registrant and American Stock Transfer &
Trust Company, including the Form of Certificate of
Designation, Preferences and Rights of Series C
Junior Participating Preferred Stock attached as
Exhibit A thereto, the Form of Rights Certificate
attached as Exhibit B thereto and the Summary of
Rights to Purchase Preferred Stock attached as
Exhibit C thereto (incorporated by reference to
Exhibit 4.1 to the Current Report on Form 8-K filed
by the registrant with the Securities and Exchange
Commission on May 15, 2006).
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.
ISOLAGEN, INC.
(Registrant)
Date: May 15, 2006 By: /s/ Todd Greenspan
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Name: Todd Greenspan
Title: Vice President of Finance
EXHIBIT INDEX
Exhibit Description
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1. Rights Agreement, dated as of May 12, 2006, by and
between the registrant and American Stock Transfer &
Trust Company, including the Form of Certificate of
Designation, Preferences and Rights of Series C Junior
Participating Preferred Stock attached as Exhibit A
thereto, the Form of Rights Certificate attached as
Exhibit B thereto and the Summary of Rights to Purchase
Preferred Stock attached as Exhibit C thereto
(incorporated by reference to Exhibit 4.1 to the
Current Report on Form 8-K filed by the registrant with
the Securities and Exchange Commission on May 15,
2006).