SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
Amendment No. 1
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
ELI LILLY AND COMPANY
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(Exact name of registrant as specified in its charter)
Indiana 35-0470950
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(State of incorporation (I.R.S. Employer Identification No.)
or organization)
Lilly Corporate Center
Indianapolis, Indiana 46285
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(Address of principal (Zip Code)
executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which each
to be so registered class is to be listed
Preferred Stock Purchase Rights New York Stock Exchange
Pacific Exchange
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), check the following box. [X]
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), check the following box. [ ]
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
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(Title of Class)
TABLE OF CONTENTS
This Amendment No. 1 hereby amends and restates the Registration Statement on
Form 8-A filed by Eli Lilly and Company (the "Company") on July 23, 1998. The
Registration Statement relates to the rights (the "Rights") distributed to
Company shareholders in connection with the Shareholder Rights Plan adopted by
the Board of Directors of the Company on July 20, 1998 (the "Rights Plan"), as
set forth in the Rights Agreement (the "Rights Agreement") dated the same date
between the Company and Wells Fargo Bank Minnesota, N.A., as successor Rights
Agent (the "Rights Agent"). The Rights Agreement was recently amended by
Amendment No. 1 thereto, to eliminate any circumstance under which a majority of
the Continuing Directors (as defined below) is required to redeem the Rights.
This amendment is reflected in this Amendment No. 1 to Form 8-A.
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On July 20, 1998, the Board of Directors the Company adopted the Rights Plan to
replace the expiring 1988 rights plan. The purpose of the Rights Plan is to
deter certain coercive takeover tactics and enable the Board of Directors to
represent effectively the interest of shareholders in the event of a takeover
attempt. The Rights Plan does not deter negotiated mergers or business
combinations that the Board of Directors determines to be in the best interests
of the Company and its shareholders.
To implement the Rights Plan the Board of Directors declared a dividend of one
preferred share purchase right (a "Right") for each outstanding share of common
stock (the "Common Shares") of the Company. The dividend was paid on July 28,
1998 to the shareholders of record on that 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 of the Company, without par value
(the "Preferred Shares"), at a price of $325 per one one-thousandth of a
Preferred Share, subject to adjustment. The description and terms of the Rights
are set forth in the Rights Agreement.
RIGHTS ATTACH TO COMMON SHARES INITIALLY
Initially and until a Distribution Date (as defined below) occurs, the Rights
are attached to all Common Shares and no separate Rights certificates will be
issued. During this initial period,
- the Rights are not exercisable;
- the Rights are transferred with the Common Shares and are not
transferable separately from the Common Shares;
- new Common Share certificates or book entry shares issued will contain
a notation incorporating the Rights Agreement by reference; and
- the transfer of any Common Shares will also constitute the transfer of
the Rights associated with those Common Shares.
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DISTRIBUTION OF RIGHTS
Separate certificates evidencing the Rights will be mailed to holders of record
of the Common Shares on the "Distribution Date." The Distribution Date is the
earlier to occur of the following two events (or such later date as may be
determined by the Board of Directors, upon approval by a majority of Continuing
Directors as defined below):
- the tenth day after a public announcement that a person or group of
affiliated or associated persons has acquired 15% or more of the
outstanding Common Shares (thereby becoming an "Acquiring Person"
under the Rights Plan); or
- such date as may be determined by the Board of Directors of the
Company, upon approval of a majority of the Continuing Directors after
the commencement or announcement of a tender or exchange offer by a
person or group for 15% or more of the outstanding Common Shares.
Acquisitions by the following persons will not result in the person becoming an
Acquiring Person: The Company, any subsidiary or employee benefit plan of the
Company, Lilly Endowment, Inc., or any other person approved in advance by the
Board of Directors and the Continuing Directors.
After the Distribution Date, the Rights will be tradable separately from the
Common Shares. After the Distribution Date and after the Company's right to
redeem (as described below) has expired, the Rights will be exercisable in two
different ways depending on the circumstances as set forth below.
RIGHT TO PURCHASE LILLY STOCK
If a person or group acquires 15% or more of the outstanding Common Shares
(thereby becoming an Acquiring Person) and the Company's redemption right has
expired, each holder of a Right (except those held by the Acquiring Person and
its affiliates and associates) will have the right to purchase, upon exercise,
Common Shares (or, in certain circumstances, Preferred Shares or other similar
securities of the Company) having a value equal to two times the exercise price
of the Right. In other words, the Rights holders other than the Acquiring Person
may purchase Common Shares at a 50% discount.
For example, at the exercise price of $325 per Right, each Right not owned by an
Acquiring Person would entitle its holder to purchase $650 worth of Common
Shares (or other consideration, as noted above) for $325. Assuming a value of
$65 per Common Share at such time, the holder of each valid Right would be
entitled to purchase ten Common Shares for $325.
RIGHT TO PURCHASE ACQUIRING PERSON STOCK
Alternatively, if, in a transaction not approved by the Board of Directors and
the Continuing Directors, the Company is acquired in a merger or other business
combination or 50 percent or more of its assets or earning power are sold after
a person or group has become an Acquiring Person, and the Company's redemption
right has expired, proper provision will be made so that
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each holder of a Right will thereafter have the right to purchase, upon
exercise, that number of shares of common stock of the acquiring company as have
a market value of two times the exercise price of the Right. In other words, a
Rights holder may purchase the acquiring company's common stock at a 50 percent
discount.
EXCHANGE OF LILLY STOCK FOR RIGHTS
At any time after any person or group becomes an Acquiring Person and before the
Acquiring Person acquires 50 percent or more of the outstanding Common Shares,
the Board of Directors may exchange the Rights (other than Rights owned by the
Acquiring Person which will have become void), in whole or in part, at an
exchange ratio of one Common Share, or one one-thousandth of a Preferred Share
(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).
REDEMPTION
The Rights are redeemable by the Company in whole but not in part at a price of
$.005 per Right at any time up to and including the tenth day after the time
that a person or a group has become an Acquiring Person, subject to extension of
this redemption period by the Board of Directors. Immediately upon redemption
the right to exercise will terminate and the only right of holders will be to
receive the redemption price.
EXPIRATION OF RIGHTS
The Rights will expire on July 28, 2008 unless the expiration date is extended
by amendment as described below or unless the Rights are earlier redeemed or
exchanged by the Company as described above.
AMENDMENTS
As long as the Rights are redeemable, the terms of the Rights may be amended by
the Board of Directors (upon the approval of a majority of the Continuing
Directors) in its discretion without the consent of the Rights holders. After
that time, no amendment may adversely affect the interests of the Rights holders
(other than the Acquiring Person).
MISCELLANEOUS
"Continuing Director" means a member of the Board of Directors, who is not an
Acquiring Person or a representative or nominee of an Acquiring Person, and who
either (i) was a member of the Board of Directors on the date of the Rights
Agreement or (ii) thereafter became a member of the Board of Directors, and
whose nomination for election or election to the Board of Directors was
recommended or approved by a majority of the Continuing Directors then on the
Board of Directors.
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The number of outstanding Rights and the number of one one-thousandths of a
Preferred Share issuable upon exercise of each Right are subject to adjustment
under certain circumstances.
Because of the nature of the Preferred Shares' dividend, liquidation and voting
rights, the value of the one one-thousandth interest in a Preferred Share that
may be purchased upon exercise of each Right should approximate the value of one
Common Share.
A full description of the Rights is set forth in the Rights Agreement, as
amended by Amendment No. 1 thereto. Copies of the Rights Agreement and Amendment
No.1 thereto are filed as Exhibits to this Registration Statement. This summary
description of the Rights does not purport to be complete and is qualified in
its entirety by reference to the Rights Agreement as amended, which is hereby
incorporated herein by reference.
ITEM 2. EXHIBITS.
Exhibit No. Description
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4.1 Rights Agreement, dated as of July 20, 1998, between Eli
Lilly and Company and Wells Fargo Bank Minnesota, N.A., as
successor Rights Agent. The Rights Agreement includes the
Form of Articles of Amendment setting forth terms of
Certificate of Designations of Series B Junior Preferred
Stock as Exhibit A, Form of Rights Certificate as Exhibit B,
and the Summary of Rights as Exhibit C.
4.2 Amendment No. 1 to Rights Agreement, dated as of May 27,
2003, between the Company and Wells Fargo Bank Minnesota,
N.A., as successor Rights Agent.
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.
ELI LILLY AND COMPANY
By: /s/ Charles E. Golden
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Name: Charles E. Golden
Title: Executive Vice President and
Chief Financial Officer
Date: May 29, 2003
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INDEX TO EXHIBITS
Exhibit No. Description
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4.1 Rights Agreement, dated as of July 20, 1998, between Eli
Lilly and Company and Wells Fargo Bank Minnesota, N.A., as
successor Rights Agent. The Rights Agreement includes the
Form of Articles of Amendment setting forth terms of
Certificate of Designations of Series B Junior Preferred
Stock as Exhibit A, Form of Rights Certificate as Exhibit B,
and the Summary of Rights as Exhibit C (incorporated by
reference to Exhibit 1 to the Company's Current Report on
Form 8-K dated July 20, 1998).
4.2 Amendment No. 1 to Rights Agreement, dated as of May 27,
2003, between the Company and Wells Fargo Bank Minnesota,
N.A., as successor Rights Agent.
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