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 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
EXEGENICS INC.
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(Exact name of registrant as specified in its charter)
Delaware 75-2402409
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(State of incorporation or organization) (IRS Employer Identification No.)
2110 Research Row, Dallas, Texas 75235
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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 on which
to be so registered each class is to be registered
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Not applicable Not applicable
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box.[ ]
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box.[X]
Securities Act registration statement file number to which this form relates:
Not applicable
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 REGISTRANT'S SECURITIES TO BE REGISTERED.
On June 4, 2003, the Board of Directors of eXegenics Inc. (the
"Company") declared a dividend of one preferred stock purchase right (a "Right")
for each outstanding share of the Company's common stock, $.01 par value (the
"Common Stock") to stockholders of record at the close of business on June 9,
2003 (the "Record Date"). Each Right entitles the registered holder to purchase
from the Company one one-thousandth of a share of Series B Junior Participating
Preferred Stock, $.01 par value per share (the "Preferred Stock"), at a purchase
price of $4.50 in cash (the "Purchase Price"), subject to adjustment. The
description and terms of the Rights are set forth in a Stockholder Rights
Agreement (the "Rights Agreement") between the Company and American Stock
Transfer & Trust Company, as Rights Agent, dated as of June 9, 2003.
Initially, the Rights will be attached to all Common Stock certificates
representing shares then outstanding, and no separate certificates for Rights
will be distributed. The Rights will separate from the Common Stock and a
"Distribution Date" will occur upon the earlier of (i) 10 days following a
public announcement that a person or group of affiliated or associated persons
(an "Acquiring Person") has acquired beneficial ownership of more than 15% or
more of the outstanding shares of the Company's Common Stock (the "Stock
Acquisition Date") or (ii) 10 business days following the commencement of a
tender offer or exchange offer that may result in a person or group beneficially
owning 15% or more of the outstanding shares of the Company's Common Stock or
such later date as established by the Board of Directors.
Until the Distribution Date (or earlier redemption or expiration of the
Rights), the Rights shall only trade with the Common Stock. Pursuant to the
Rights Agreement, (i) the Rights will be evidenced with respect to any of the
Common Stock certificates outstanding as of the Record Date by the Common Stock
certificates together with a copy of this Summary of Rights, (ii) new 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 Common Stock outstanding, even without such
notation or this Summary of Rights, will also constitute the transfer of the
Rights associated with the Common Stock represented by such certificate.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on June 9, 2013, unless earlier redeemed or
exchanged by the Company as described below.
As soon as practicable after the Distribution Date, separate
certificates evidencing the Rights ("Rights Certificates") will be mailed to
holders of record of the Common Stock as of the close of business on the
Distribution Date (other than to any Acquiring Person or any associate or
affiliate of an Acquiring Person) and, thereafter, such separate Rights
Certificates alone will represent the Rights. Except as otherwise determined by
the Board and except in connection with shares of Common Stock issued upon the
exercise of employee stock options, issuances under other employee stock benefit
plans or upon the conversion of convertible securities issued prior to
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the Distribution Date, only shares of Common Stock issued prior to the
Distribution Date will be issued with Rights.
In the event any Person becomes an Acquiring Person, also known as a
"Section 11(a)(ii) Event", each holder of a Right will thereafter have the right
to receive, upon exercise, that number of shares of Common Stock (or, in certain
circumstances, cash, property or other securities of the Company) which equals
the exercise price of the Right divided by one-half of the current market price
(as defined in the Rights Agreement) of the Common Stock at the date of the
occurrence of the event. Notwithstanding any of the foregoing, all Rights that
are, or (under certain circumstances specified in the Rights Agreement) were,
beneficially owned by an Acquiring Person or any of its affiliates or associates
will be null and void.
In the event that, at any time following a Section 11(a)(ii) Event and
prior to the Acquisition by any Person of a majority of the Company's
outstanding stock, (i) the Company is acquired in a merger or other business
combination transaction or (ii) more than 50% of the Company's assets or earning
power is sold or transferred, each holder of a Right (except Rights which
previously have been voided as set forth above) shall thereafter have the right
to receive, upon exercise, that number of shares of common stock of the
acquiring company which equals the exercise price of the Right divided by
one-half of the current market price (as defined in the Rights Agreement) of
such common stock at the date of the occurrence of the event. The events set
forth in this paragraph and in the preceding paragraph are referred to as the
"Triggering Events."
At any time after the occurrence of a Section 11(a)(ii) Event, the
Board may exchange the Rights (other than Rights owned by an Acquiring Person
which have become void), in whole or in part, at an exchange ratio of one share
of Common Stock, or one Common Stock Equivalent (as defined in the Rights
Agreement), 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 shares of Preferred Stock (other than fractions which are
integral multiples of one one-thousandths of a share of Preferred Stock) 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.
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In general, the Company may redeem the Rights in whole, but not in
part, at any time before a Section 11(a)(ii) Event, at a price of $.001 per
Right (payable in cash, Common Stock or other consideration deemed appropriate
by the Board). Immediately upon the action of the Board ordering redemption of
the Rights, the Rights will terminate and the only right of the holders of
Rights will be to receive the $.001 per Right redemption price. The redemption
price is payable in cash, stock or other consideration deemed appropriate by the
Board.
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 Common Stock (or other consideration) of the Company or for
common stock of the acquiring company as set forth above.
Subject to certain exceptions, any of the provisions of the Rights
Agreement may be amended by the Board of Directors of the Company prior to such
time as the Rights are no longer redeemable.
ITEM 2. EXHIBITS.
Exhibit Number Description
1 Rights Agreement between the Company and American
Stock Transfer & Trust Company, as Rights Agent,
dated as of June 9, 2003, which includes as Exhibit A
the Form of Certificate of Designations of Series B
Junior Participating Preferred Stock, as Exhibit B
the Form of Rights Certificate and as Exhibit C the
Summary of Rights to Purchase Preferred Stock
(incorporated by reference to Exhibit 4.1 of the
Company's Current Report on Form 8-K, filed on June 9, 2003).
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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.
EXEGENICS INC.
By: /s/ Ronald L. Goode
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Ronald L. Goode
Chairman, President and Chief Executive Officer
Dated: June 9, 2003
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