-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L2P4/GsrVYUt6FJK860YGv2PJyYMwub6OCW9O1bfyGku54z+MERBv/o50G1fTTFG RWY2ASd0VdsyysxP3iDwqg== 0000898430-96-000926.txt : 19960325 0000898430-96-000926.hdr.sgml : 19960325 ACCESSION NUMBER: 0000898430-96-000926 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960322 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960322 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MYCOGEN CORP CENTRAL INDEX KEY: 0000813742 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE SERVICES [0700] IRS NUMBER: 953802654 STATE OF INCORPORATION: CA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11643 FILM NUMBER: 96537648 BUSINESS ADDRESS: STREET 1: 5501 OBERLIN DR CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 6194538030 MAIL ADDRESS: STREET 1: 5501 OBERLIN DRIVE CITY: SAN DIEGO STATE: CA ZIP: 92121 8-K 1 FORM 8-K UNITED STATES 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: March 22, 1996 Mycogen Corporation ------------------- (Exact name of registrant as specified in its charter) California 0-15881 95-3802654 ---------- ------- ---------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 5501 Oberlin Drive, San Diego, California, 92121 ------------------------------------------------ (Address of principal executive offices) Registrant's telephone number, including area code: 619-453-8030 Not Applicable -------------- (Former name or former address, if changed since last report.) ITEMS 1. - 4. Not applicable. ITEM 5. OTHER EVENTS. The Registrant's Amended and Restated Rights Agreement by and between Registrant and Bank of Boston and filed on November 28, 1995, as an exhibit to the Registrant's Form 8-K and incorporated herein by this reference, was amended by that certain Amendment No. 1 to Amended and Restated Rights Agreement which deleted all references to The Lubrizol Corporation. ITEM 6. Not applicable. 1 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Not applicable. (b) Not applicable. (c) Exhibits. ---------- Exhibit Number Description -------------- ----------- 4.1 Amendment No. 1 to Amended and Restated 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 hereunto duly authorized. Mycogen Corporation ------------------- (Registrant) Date: March 22, 1996 /s/ James A. Baumker -------------- ---------------------- James A. Baumker Vice President, Chief Financial Officer, Chief Accounting Officer 2 EX-4.1 2 AMEND. NO. 1 TO AMENDED AND RESTATED RIGHTS AGMT. EXHIBIT 4.1 AMENDMENT NO. 1 TO AMENDED AND RESTATED RIGHTS AGREEMENT 3 AMENDMENT NO. 1 TO AMENDED AND RESTATED RIGHTS AGREEMENT THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED RIGHTS AGREEMENT (this "Amendment"), dated as of February 20, 1996, is entered into between Mycogen Corporation, a California corporation (the "Company") and The First National Bank of Boston, a national banking association (the "Rights Agent"). WHEREAS, the Company and the Rights Agent are party to that certain Amended and Restated Rights Agreement dated as of October 19, 1995, (the "Rights Agreement"); and WHEREAS, the Company desires to amend the Rights Agreement as set forth in this Amendment to eliminate references to The Lubrizol Corporation. NOW, THEREFORE, the parties hereto agree as follows: Section 1(a) of the Rights Agreement is hereby deleted in its entirety and replaced with the following: (a) "Acquiring Person" shall mean any Person (as such term is hereinafter defined) who or which, together with all Affiliates and Associates (as such terms are hereinafter defined) of such Person, shall be the Beneficial Owner (as such term is hereinafter defined) of 25% or more of the Common Shares of the Company then outstanding, but shall not include (i) the Company, any Subsidiary (as such term is hereinafter defined) of the Company, any employee benefit plan of the Company or any Subsidiary of the Company, or any entity holding Common Shares for or pursuant to the terms of any such plan, and (ii) any Person who or which (together with all Affiliates or Associates of such Person) shall become the Beneficial Owner of 25% or more of the Common Shares of the Company then outstanding, if the transaction or series of related transactions in which such Person (together with all Affiliates or Associates of such Person) became the Beneficial Owner of 25% or more of the Common Shares of the Company then outstanding, had received prior approval of a majority of the Continuing Directors (such Person (together with all Affiliates or Associates of such Person), an "Approved Person"); provided, that in the event a Person is not an Acquiring Person by reason of clause (ii) of this Section 1(a), such Person shall become an Acquiring Person, in the event such Person thereafter acquires Beneficial Ownership of any additional Common Shares or other voting securities unless such acquisition of such additional Common Shares or voting securities would not result in such Person becoming an Acquiring Person by reason of any provision of this Agreement, including, without limitation, clause (ii) of this Section 1(a). Notwithstanding the foregoing, no Person shall become an "Acquiring Person" as the result of any recapitalization of the Company or any other action taken by the Company 4 or its Affiliates or Associates including, without limitation, any repurchase of voting securities by the Company that has the effect of increasing the proportionate number of shares beneficially owned by such Person to more than 25% of the Common Shares of the Company then outstanding provided, however, that if any Person shall become the Beneficial Owner of 25% or more of the Common Shares of the Company then outstanding by reason of the taking of such action or series of actions by the Company or such Affiliates or Associates and such Person shall, after such action or series of actions, increase its beneficial ownership of Common Shares of the Company (or, in the case of the members of an Approved Person, increase its beneficial ownership of voting securities), then such Person shall be deemed to be an "Acquiring Person." Notwithstanding any provision to the contrary in this Agreement, no amendment shall be made to this definition without the consent of an Approved Person if the effect of such amendment would be to reduce the aggregate percentage ownership of the total combined voting power of the voting securities that such Approved Person would be permitted to beneficially own at any time without being deemed an "Acquiring Person" hereunder. All other provisions of the Rights Agreement will continue in full force and effect. This Amendment may be executed in one or more counterparts, each of which will be deemed to be an original, but all of which taken together will constitute one and the same agreement. IN WITNESS WHEREOF, the Company and the Rights Agent have caused this Amendment to be executed as of the date and year first above written. "COMPANY" "RIGHTS AGENT" MYCOGEN CORPORATION, THE FIRST NATIONAL BANK OF BOSTON, a California corporation a national banking association By: /s/ Carlton J. Eibl By: /s/ Geoffrey D. Anderson ------------------------ ------------------------------ Name: Carlton J. Eibl Name: Geoffrey D. Anderson ----------------------- ---------------------------- Title: President Title: Senior Account Manager -------------------- -------------------------- 5 -----END PRIVACY-ENHANCED MESSAGE-----