UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
Amendment No. 2
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION
12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BIOSPECIFICS TECHNOLOGIES CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 11-3054851 | |
| (State of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
2 Righter Parkway Delaware Corporate Center II Wilmington, DE |
11563 | |
| (Address of principal executive offices) | (Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act: None.
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. ☐
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 or Regulation A offering statement file number to which this form relates: Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
| Title of each class to be so registered | Name of each exchange on which each class is to be registered | ||||
| Series B Junior Participating Preferred Stock Purchase Rights | The Nasdaq Capital Market | ||||
INFORMATION REQUIRED IN REGISTRATION STATEMENT
INTRODUCTORY COMMENT
This Amendment No. 2 amends and supplements the Registration Statement on Form 8-A filed by BioSpecifics Technologies Corp. (the “Corporation”) on May 30, 2002 (the “Form 8-A”), as amended by the Corporation by Amendment No. 1 to the Form 8-A filed by the Corporation on February 4, 2011.
| Item 1. | Description Of Registrant’s Securities To Be Registered. |
Item 1 is amended and supplemented by adding the following:
On April 10, 2020, the Corporation entered into an amendment of the Rights Agreement (the “Amendment”). The Amendment changes the Final Expiration Date (as defined in the Rights Agreement) of the Rights from May 31, 2020 to April 10, 2020. As a result, the Rights expired and the Rights Agreement was effectively terminated as of April 10, 2020. A copy of the Amendment is filed as Exhibit 4.7 to this Registration Statement on Form 8-A/A and is incorporated herein by reference.
On April 10, 2020, pursuant to Section 151(g) of the Delaware General Corporation Law, the Company caused a Certificate of Elimination of the Series B Preferred Stock (the “Certificate of Elimination”) to be executed and filed with the Secretary of State of the State of Delaware to eliminate the Series B Preferred Stock from the Company’s Certificate of Incorporation, as amended, and, thereafter, all ten thousand (10,000) shares of Series B Preferred Stock previously designated resumed the status of authorized and unissued shares of preferred stock, par value $.001 per share, of the Company. A copy of the Certificate of Elimination is filed as Exhibit 4.8 to this Registration Statement on Form 8-A/A and is incorporated herein by reference.
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| Item 2. | Exhibits. |
The documents listed below are filed as exhibits to this Registration Statement:
Exhibit No. |
Description | |
| 4.1 | Rights Agreement, dated May 14, 2002, by and between the Company and OTC Corporate Transfer Service Company (incorporated by reference to Exhibit 1 to the Company’s Form 8-A filed May 30, 2002 (File No. 000-19879)) | |
| 4.2 | Amendment No. 1 to Rights Agreement, dated June 19, 2003, by and between the Company and OTC Corporate Transfer Service Company (incorporated by reference to Exhibit 10.19 of the Company’s Annual Report on Form 10-KSB filed March 2, 2007 (File No. 000-19879)) | |
| 4.3 | Amendment No. 2 to Rights Agreement, dated February 3, 2011, by and between the Company and OTC Corporate Transfer Service Company (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed February 4, 2011 (File No. 001-34236)) | |
| 4.4 | Amendment No. 3 to Rights Agreement, dated March 5, 2014, by and between the Company and Worldwide Stock Transfer, LLC (as successor in interest to OTC Corporate Transfer Service Company) (incorporated by reference to Exhibit 4.4 of the Company’s Annual Report on Form 10-K filed March 7, 2014 (File No. 001-34236)) | |
| 4.5 | Amendment No. 4 to Rights Agreement, dated May 27, 2016, by and between the Company and Worldwide Stock Transfer, LLC (as successor in interest to OTC Corporate Transfer Service Company) (incorporated by reference to Exhibit 4.5 to the Company’s Annual Report on Form 10-K filed April 2, 2019 (File No. 001-34236)) | |
| 4.6 | Amendment No. 5 to Rights Agreement, dated May 11, 2018, by and between the Company and Worldwide Stock Transfer, LLC (as successor in interest to OTC Corporate Transfer Service Company) (incorporated by reference to Exhibit 4.6 to the Company’s Annual Report on Form 10-K filed April 2, 2019 (File No. 001-34236)) | |
| 4.7 | Amendment No. 6 to Rights Agreement, dated April 10, 2020, by and between the Company and Worldwide Stock Transfer, LLC (as successor in interest to OTC Corporate Transfer Service Company) | |
| 4.8 | Certificate of Elimination of the Series B Preferred Stock filed with the Secretary of State of the State of Delaware on April 10, 2020 |
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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.
| BIOSPECIFICS TECHNOLOGIES CORP. | |||
| By: | /s/ Carl A. Valenstein | ||
| Carl A. Valenstein | |||
| Dated: April 10, 2020 | Corporate Secretary | ||
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Exhibit 4.7
SIXTH AMENDMENT TO RIGHTS AGREEMENT
This SIXTH AMENDMENT (this “Amendment”), dated as of April 10, 2020, to the RIGHTS AGREEMENT, dated as of May 14, 2002, as amended on June 19, 2003, and as further amended on February 3, 2011, March 5, 2014, May 27, 2016, and May 11, 2018 (the “Rights Agreement”), between BioSpecifics Technologies Corp., a Delaware corporation (the “Company”), and Worldwide Stock Transfer, LLC (as successor in interest to OTC Corporate Transfer Service Company) as Rights Agent (the “Rights Agent”).
RECITALS
WHEREAS the Company may from time to time supplement or amend the Rights Agreement in accordance with the provisions of Section 27 thereof; and
WHEREAS the Company desires to amend certain provisions of the Rights Agreement as set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements set forth in the Rights Agreement and in this Amendment, the parties hereto hereby agree as follows:
1. Section 7. Section 7(a) of the Rights Agreement is hereby amended by deleting the reference to “May 31, 2020” in clause (i) thereof and inserting “April 10, 2020” in place thereof.
2. Exhibit B. Exhibit B to the Rights Agreement is hereby amended by deleting all references therein to “May 31, 2020” and inserting “April 10, 2020” in place thereof.
3. Exhibit C. Exhibit C to the Rights Agreement is hereby amended by deleting all references therein to “May 31, 2020” and inserting “April 10, 2020” in place thereof.
4. Full Force and Effect. Except as expressly amended hereby, the Rights Agreement shall continue in full force and effect in accordance with the provisions thereof.
5. Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State; provided, however, that all provisions regarding the rights, duties and obligations of the Rights Agent shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made to be performed entirely within such State.
6. Counterparts; Effectiveness. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. This Amendment shall be effective as of the date hereof.
7. Descriptive Headings. Descriptive headings of the several Sections of this Amendment are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.
8. Rights Agreement as Amended. From and after the date hereof, any reference to the Rights Agreement shall mean the Rights Agreement as amended hereby.
9. Severability. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.
| BIOSPECIFICS TECHNOLOGIES CORP. | ||
| By: | /s/ Carl A. Valenstein | |
| Name: Carl A. Valenstein | ||
| Title: Corporate Secretary | ||
| WORLDWIDE STOCK TRANSFER, LLC | ||
| By: | Jonathan Gellis | |
| Name: Jonathan Gellis | ||
| Title: President | ||
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Exhibit 4.8
CERTIFICATE OF ELIMINATION
OF THE
SERIES B PREFERRED STOCK
OF
BIOSPECIFICS TECHNOLOGIES CORP.
(Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware)
BioSpecifics Technologies Corp, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), in accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware (“DGCL”), hereby certifies as follows:
FIRST: That, pursuant to Section 151(g) of the DGCL and the authority granted in the Corporation’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”), the Board of Directors of the Corporation (the “Board”) previously designated ten thousand (10,000) shares of authorized shares of preferred stock of the Corporation as Series B Preferred Stock, par value $0.001 per share, of the Corporation (the “Series B Preferred Stock”).
SECOND: That no shares of Series B Preferred Stock are outstanding and no shares of Series B Preferred Stock shall be issued by the Corporation.
THIRD: That the following resolutions were adopted on April 10, 2020 by the Board pursuant to the authority granted by Section 151(g) of the DGCL, approving the filing of a Certificate of Elimination of the Series B Preferred Stock (the “Certificate of Elimination”):
“WHEREAS, by resolution of the Board duly adopted, and by a Certificate of Designation filed with the Office of the Secretary of State of the State of Delaware (the “Series B Certificate of Designation”), ten thousand (10,000) shares of authorized shares of preferred stock of the Corporation were designated as Series B Preferred Stock, par value $.001 per share, of the Corporation (the “Series B Preferred Stock”), which certificate established the voting powers, designations, preferences and relative, participating and other rights, and the qualifications, limitations and restrictions of the Series B Preferred Stock;
WHEREAS, the preferred stock rights agreement to which the Corporation was a party that necessitated the designation of the Series B Preferred Stock has expired; and
WHEREAS, in light of the foregoing, the Board deems it desirable that, pursuant to Section 151(g) of the DGCL, a Certificate of Elimination of the Series B Preferred Stock (the “Certificate of Elimination”) be executed and filed with the Secretary of State of the State of Delaware and that all ten thousand (10,000) shares of
Series B Preferred Stock heretofore designated resume the status of authorized and unissued shares of preferred stock, par value $.001 per share, of the Corporation, and that all matters set forth in the Series B Certificate of Designation be eliminated from the Corporation’s Certificate of Incorporation, as amended.
NOW THEREFORE, BE IT
RESOLVED, that none of the Series B Preferred Stock shall be issued pursuant to the Series B Certificate of Designation previously filed with the Secretary of State of the State of Delaware with respect to the Series B Preferred Stock; and further
RESOLVED, that each of the executive officers of the Corporation is hereby authorized and directed, jointly and severally, for and on behalf of the Corporation, to execute and file the Certificate of Elimination with the Secretary of State of the State of Delaware and to execute and deliver any and all other certificates, agreements and other documents which they may deem necessary or advisable in order to effectuate the elimination of the Series B Preferred Stock, as provided by Section 151(g) of the DGCL in accordance with Section 103 of the DGCL; and further
RESOLVED, that when such Certificate of Elimination becomes effective, all references to the Series B Preferred Stock in the Restated Certificate of Incorporation shall be eliminated and the shares of Series B Preferred Stock shall resume the status of authorized and unissued shares of preferred stock, par value $.001 per share, of the Corporation, without designation as to series; and further
RESOLVED, that each of the executive officers of the Corporation is hereby authorized and directed, jointly and severally, for and on behalf of the Corporation, to execute and deliver any and all agreements, instruments and documents, and to do any and all other acts and things as they or any of them may deem necessary or appropriate to carry out fully the intent and purpose of the foregoing resolutions.”
FOURTH: That, in accordance with Section 151(g) of the DGCL, upon the effective date of the filing of this Certificate of Elimination, the Certificate of Incorporation is hereby amended to eliminate all matters set forth in the Series B Certificate of Designation from the Certificate of Incorporation, and all shares of Series B Preferred Stock shall resume the status of authorized and unissued shares of preferred stock, par value $.001 per share, of the Corporation, without designation as to series.
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IN WITNESS WHEREOF, the Corporation has caused this Certificate of Elimination to be executed by its duly authorized officers on this 10th day of April 2020.
| BIOSPECIFICS TECHNOLOGIES CORP. | ||
| By: | /s/ Carl A. Valenstein | |
| Name: Carl A. Valenstein | ||
| Title: Corporate Secretary | ||
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