Delaware (State of Incorporation or Organization) |
11-2872047 (I.R.S. Employer Identification No.) |
Title of Each Class to be so Registered |
Name of Each Exchange on Which Each Class is to be Registered |
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Preferred Share Purchase Rights | The NASDAQ Stock Market LLC (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 Securities Exchange Act of 1934, as amended, and is effective pursuant to General Instruction A.(c), please check the following box. þ |
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended, and is effective pursuant to General Instruction A.(d), please check the following box. o |
Item 1. Description of Registrants Securities to be Registered | ||||||||
Item 2. Exhibits | ||||||||
SIGNATURE |
(1) | changes the final expiration date of the rights from July 20, 2019, to July 20, 2013; | ||
(2) | increases from 15% to 20% the percentage ownership of our outstanding Common Stock that a person or group of affiliated or associated persons may acquire before becoming an Acquiring Person; and | ||
(3) | adds a qualified offer provision, which would, under certain circumstances, allow the holders of 10% of our outstanding Common Stock (excluding the Acquiring Person) to direct our Board of Directors to call a special meeting of stockholders to consider a resolution authorizing the redemption of all outstanding Rights under the Rights Agreement. |
| is an all-cash tender offer or stock exchange offer or combination thereof for any and all of our outstanding shares of Common Stock; | ||
| is an offer whose per-share price represents a reasonable premium over the highest market price of Common Stock in the preceding 18 months, with, in the case of an offer that includes shares of common stock of the offeror, such per-share offer price being determined using the lowest reported market price for common stock of the offeror during the five trading days immediately preceding and the five trading days immediately following the commencement of the offer; | ||
| is an offer which, within 20 business days after the commencement date of the offer (or within 10 business days after any increase in the offer consideration), does not result in a nationally recognized investment banking firm retained by the Board of Directors rendering an opinion to our Board of Directors that the consideration being offered to our stockholders is either unfair or inadequate; | ||
| is subject only to the minimum tender condition described below and other customary |
terms and conditions, which conditions shall not include any requirements with respect to the offeror or its agents being permitted to conduct any due diligence with respect to our books, records, management, accountants and other outside advisers; | |||
| is accompanied by an irrevocable written commitment by the offeror to us that the offer will remain open for at least 120 business days and, if a special meeting is duly requested by our stockholders with respect to the offer, at least 10 business days after the date of the special meeting or, if no special meeting is held within 90 business days following receipt of the notice of the special meeting, for at least 10 business days following that 90-day period; | ||
| is accompanied by an irrevocable written commitment by the offeror to us that, in addition to the minimum time periods specified above, the offer will be extended for at least 15 business days after any increase in the price offered, and after any bona fide alternative offer is made; | ||
| is conditioned on a minimum of a majority of the shares of our Common Stock being tendered and not withdrawn as of the offers expiration date; | ||
| is accompanied by an irrevocable written commitment by the offeror to us to consummate promptly upon successful completion of the offer a second-step transaction whereby all shares of our Common Stock not tendered in the offer will be acquired at the same consideration per share actually paid pursuant to the offer, subject to stockholders statutory appraisal rights, if any; | ||
| is accompanied by an irrevocable written commitment by the offeror to us that no amendments will be made to the offer to reduce the offer consideration or otherwise change the terms of the offer in a way that is adverse to a tendering stockholder; and | ||
| is accompanied by certifications of the offeror and its chief executive officer and chief financial officer that all information that may be material to an investors decision to accept the offer have been, and will continue to be promptly for the pendency of the offer, fully and accurately disclosed. |
Exhibit No. | Exhibit Description | |
4.1
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Amended and Restated Rights Agreement, dated as of March 23, 2011, between BioClinica, Inc. and Computershare Trust Company, N.A. (Incorporated by reference to Exhibit 4.1 to the Registrants Current Report on Form 8-K, filed March 25, 2011). |
BIOCLINICA, INC. |
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Date: March 25, 2011 | By: | /s/ Mark L. Weinstein | ||
Name: | Mark L. Weinstein | |||
Title: | President and Chief Executive Officer | |||