Possis Medical Inc - Amended Securities Registration (section 12(g)) (8-A12G/A)
13 February 2008 - 8:26AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
TO
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
POSSIS MEDICAL, INC.
(Exact name of registrant as specified in its charter)
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Minnesota
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41-0783184
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(State of incorporation or organization)
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(IRS Employer Identification No.)
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9055 Evergreen Boulevard NW, Minneapolis, MN
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55433-8003
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(Address of principal executive offices)
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(Zip Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Name of Each Exchange on Which
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to be so Registered
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Each Class is to be Registered
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Preferred Stock Purchase Rights
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The NASDAQ Global Market
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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.
¨
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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
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Securities Act registration statement file number to which this form relates:
(if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
TABLE OF CONTENTS
Item 1. Description of Registrants Securities to be Registered.
Reference is hereby made to the Registration Statement on Form 8-A filed by Possis Medical,
Inc. (the Company) with the United States Securities and Exchange Commission (the SEC) on
December 13, 1996, as amended on December 21, 2006, relating to the Amended and Restated Rights
Agreement between the Company and Wells Fargo Bank, National Association (the Rights Agent),
originally dated as of December 12, 1996, and amended and restated as of December 23, 2006 (the
Rights Agreement). Such Forms 8-A12G and 8-A12G/A are hereby incorporated by reference herein.
On February 11, 2008, the Company announced that it had entered into an Agreement and Plan of
Merger, dated as of February 11, 2008 (the Merger Agreement), with MEDRAD, Inc. (MEDRAD) and
Phoenix Acquisition Corp. (Phoenix). In connection with the execution of the Merger Agreement,
on February 11, 2008, the Company and the Rights Agent entered into Amendment No. 1 (Amendment No.
1) to the Rights Agreement, which (i) amends Section 1 of the Rights Agreement to exclude MEDRAD
and Phoenix from the definition of Acquiring Person and (ii) amends Section 3(a) of the Companys
Rights Agreement so that the adoption, approval, execution, delivery, public announcement and
consummation of the transactions contemplated by the Merger Agreement will not cause the Rights (as
defined in the Rights Agreement) to become exercisable or cause the occurrence of a Distribution
Date (as defined in the Rights Agreement), a Triggering Event (as defined in the Rights Agreement)
or a Shares Acquisition Date (as defined in the Rights Agreement). In addition, the Companys
board of directors has adopted resolutions designating the transactions contemplated by the Merger
Agreement as a Permitted Offer under the Rights Agreement.
The foregoing summary is qualified in its entirety by reference to Amendment No. 1, a copy of
which is attached hereto as Exhibit 4.1 and incorporated herein by reference.
Item 2 Exhibits
4.1
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Amendment No. 1 to Amended and Restated Rights Agreement, dated as of February 11, 2008, by
and between the Company and Wells Fargo Bank, National Association (incorporated by reference
to Exhibit 4.1 to the Companys Current Report on Form 8-K filed with the Securities and
Exchange Commission on February 11, 2008).
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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.
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POSSIS MEDICAL INC.
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Date: February 12, 2008
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By:
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/s/ Irving R. Colacci
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Name:
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Irving R. Colacci
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Title:
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Vice President, Legal
Affairs and Human Resources,
General Counsel and Secretary, and
Chief Governance Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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4.1
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Amendment No. 1 to Amended and Restated Rights Agreement, dated as of February 11, 2008, by
and between the Company and Wells Fargo Bank, National Association (incorporated by reference
to Exhibit 4.1 to the Companys Current Report on Form 8-K filed with the Securities and
Exchange Commission on February 11, 2008).
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