8-K 1 frm8k123002amend4rights.txt VISKASE COMPANIES, INC. CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 30, 2002 VISKASE COMPANIES, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 0-5485 95-2677354 ------------------------------- -------- ---------- (State or other jurisdiction of (Commission (I.R.S. incorporation or organization) File No.) Employer Identification No.) 625 Willowbrook Centre Parkway, Willowbrook, Illinois 60527 ------------------------------------------------------- --------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (630) 789-4900 -------------- ============================================================================= Page 1 of 3 Item 5. - Other Events ------------ On December 30, 2002, Viskase Companies, Inc. (the Company) amended its Rights Agreement, dated June 26, 1996, between the Company and Harris Trust and Savings Bank. Under the Rights Agreement, as amended, from the date of the amendment through April 19, 2003, all Rights outstanding (other than those held by a 41%-or-more stockholder and certain other specified persons) will automatically, without any further action of the Board of Directors, be exchanged for shares of Common Stock of the Company at an exchange rate of one share of Common Stock per Right simultaneous with any Person becoming a 41%-or-more stockholder. A copy of the Amendment to the Rights Agreement is attached hereto as Exhibit 1. Item 7. - Financial Statements and Exhibits --------------------------------- (c) Exhibits EX-1 Amendment No. 4 to Rights Agreement SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. VISKASE COMPANIES, INC. ----------------------- Registrant By: /s/ Gordon S. Donovan --------------------- Gordon S. Donovan Vice President, Chief Financial Officer and Treasurer January 2, 2003 Exhibit No. Description of Exhibits Page ----------- --------------------------------- ---- EX-1 Amendment No. 4 to Rights Agreement 3