-----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, L/Nl/cKnEB4w7T7D1B1Vtms3QyVczeTnQ1SyiyZ+ujR9ELJj7ImjY/SrfWAb+Zkh m+BDLfIgUrGtPsJ9ip+kWQ== 0001021408-02-008334.txt : 20020613 0001021408-02-008334.hdr.sgml : 20020613 20020613163708 ACCESSION NUMBER: 0001021408-02-008334 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020613 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020613 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEOSE TECHNOLOGIES INC CENTRAL INDEX KEY: 0000877902 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 133549286 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27718 FILM NUMBER: 02678449 BUSINESS ADDRESS: STREET 1: 102 WITMER RD CITY: HORSHAM STATE: PA ZIP: 19044 BUSINESS PHONE: 2154415890 MAIL ADDRESS: STREET 1: 102 WITMER ROAD CITY: HORSHAM STATE: PA ZIP: 19044 FORMER COMPANY: FORMER CONFORMED NAME: NEOSE PHARMACEUTICALS INC DATE OF NAME CHANGE: 19950817 8-K 1 d8k.txt FORM 8-K 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): June 13, 2002 NEOSE TECHNOLOGIES, INC. ------------------------ (Exact name of registrant as specified in its charter)
Delaware 0-27718 13-3549286 -------- ------- ---------- (State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.) incorporation)
102 Witmer Road, Horsham, Pennsylvania 19044 -------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (215) 315-9000 ----------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events. Amendment to Shareholder Rights Plan. On June 12, 2002, the Board of Directors of Neose Technologies, Inc. (the "Company") approved an amendment to the Amended and Restated Rights Agreement between the Company and American Stock Transfer & Trust Company, as Rights Agent, effective as of December 3, 1998 (the "Rights Agreement"). The terms of the amendment are set forth in attached Amendment No. 2 to the Rights Agreement, dated June 13, 2002, which permits a specified significant stockholder to increase its percentage of beneficial ownership in the Company to more than 15%, but less than 20%, without being deemed an Acquiring Person under the Rights Agreement. The Board also approved an agreement with the specified stockholder related to the amendment to the Rights Plan, which is generally described in the attached press release. Item 7. Financial Statements, Pro Forma Financial Information And Exhibits. (a) Financial Statements of Businesses Acquired: None (b) Pro Forma Financial Information: None (c) Exhibits: Reference is made to the Exhibit Index annexed hereto and made a part hereof. -2- 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. NEOSE TECHNOLOGIES, INC. By: /s/ C. Boyd Clarke ------------------ C. Boyd Clarke President and Chief Executive Officer Dated: June 13, 2002 -3- EXHIBIT INDEX Exhibit No. Description 4.1 Amendment No. 2 dated June 13, 2002 to the Amended and Restated Rights Agreement dated as of December 3, 1998, between Neose Technologies, Inc. and American Stock Transfer & Trust Company, as Rights Agent. 99.1 Press Release issued on June 13, 2002 by Neose Technologies, Inc. -4- EX-4.1 3 dex41.txt AMENDMENT NO. 2 TO AMENDED AND RESTATED AGREEMENT EXHIBIT 4.1 AMENDMENT NO. 2 DATED JUNE 13, 2002 TO THE AMENDED AND RESTATED RIGHTS AGREEMENT BETWEEN NEOSE TECHNOLOGIES, INC. AND AMERICAN STOCK TRANSFER AND TRUST COMPANY THIS AMENDMENT NO. 2, dated June 13, 2002, to the AMENDED AND RESTATED RIGHTS AGREEMENT between NEOSE TECHNOLOGIES, INC. and AMERICAN STOCK TRANSFER AND TRUST COMPANY dated as of DECEMBER 3, 1998. WHEREAS, Neose Technologies, Inc. ("Neose") and American Stock Transfer and Trust Company ("ASTT") entered into a Rights Agreement, dated as of December 3, 1998 (the "Agreement") dealing with, among other things, certain rights of the holders of Neose Common Stock; and WHEREAS, Neose has entered into an agreement with Eastbourne Capital Management, LLC and Richard J. Barry (collectively, "Eastbourne") dated June 13, 2002 (the "Letter Agreement") under which the Company, in exchange for other consideration, has agreed to permit Eastbourne not to become an "Acquiring Person", as defined under the Agreement, subject to the terms and conditions of the Agreement and the Letter Agreement; and WHEREAS, to implement the requirements of the Letter Agreement, Neose and ASTT, pursuant to Section 26 of the Agreement, have agreed to amend the Agreement as set forth herein. NOW THEREFORE, the parties intending to be legally bound, agree as follows: 1. Representations and Warranties. The Company represents and warrants to the Rights Agent that: (a) to the best knowledge of the Company, a Distribution Date has not occurred prior to the effective date hereof, and (b) this Amendment is authorized pursuant to the requirements of Section 26 of the Agreement, having been approved by the Company's Directors. -1- 2. Amendment of Section 1(a). The definition of "Acquiring Person" set forth in Section 1, paragraph (a) of the Rights Agreement, is amended by adding a new clause at the end of the definition reading as follows: ; and provided, however, that Eastbourne Capital Management, LLC, a Delaware limited liability company, and Richard Jon Barry, joint filers of a Schedule 13G (and collectively referred to herein as "Eastbourne") shall not be an Acquiring Person unless and until Eastbourne (i) is the Beneficial Owner of 20% or more of the shares of Common Stock then outstanding, or (ii) is the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding and is not permitted to file a Schedule 13G, in lieu of Schedule 13D, pursuant to the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder. 3. No Other Changes. Except as specifically amended by this Amendment, all other provisions of the Agreement remain in full force and effect. This Amendment shall not constitute or operate as a waiver of, or estoppel with respect to, any provisions of the Agreement by any party hereto. Capitalized terms used and not otherwise defined herein will have the meanings ascribed thereto in the Agreement. 4. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. IN WITNESS WHEREOF, the parties have caused this Amendment No. 2 to be duly executed, all as of the date first written above. NEOSE TECHNOLOGIES INC. By: /s/ C. Boyd Clarke ------------------------------------- C. Boyd Clarke President and Chief Executive Officer AMERICAN STOCK TRANSFER AND TRUST COMPANY By: /s/ Herbert J. Lemmer ------------------------------------- Herbert J. Lemmer Vice President -2- EX-99.1 4 dex991.txt PRESS RELEASE DATED JUNE 13, 2002 Exhibit 99.1 FOR IMMEDIATE RELEASE NEOSE AMENDS SHAREHOLDER RIGHTS PLAN TO PERMIT EASTBOURNE CAPITAL TO INCREASE OWNERSHIP POSITION TO 20% Horsham, PA, June 13, 2002 -- Neose Technologies, Inc. (NasdaqNM: NTEC) announced today that, upon request of its second largest shareholder, Eastbourne Capital Management, L.L.C. (Eastbourne), Neose has amended its Shareholder Rights Plan to permit Eastbourne to acquire additional Neose common shares in the open market in order to increase Eastbourne's ownership position up to 20%. Eastbourne currently holds approximately 14.9% of Neose's common shares, and otherwise would have been limited to 15% under the Shareholder Rights Plan. C. Boyd Clarke, Neose's president and chief executive officer, said,"Neose is pleased that Eastbourne wants to increase its ownership position in the company. Eastbourne understands the potential of our technology, and has been supportive of our plans to realize that potential. Neose develops proprietary technologies for the synthesis and manufacture of complex carbohydrates. The company uses its broad technology platform in the following programs: GlycoAdvance(TM) for improving recombinant glycoproteins; GlycoTherapeutics(TM) to develop novel carbohydrate-based therapeutics; and GlycoActives(TM) to develop novel carbohydrate-based food and nutritional ingredients. Eastbourne Capital Management, L.L.C. is a large fund money management firm based in San Rafael, California. The firm manages several funds that invest in a broad array of sectors. The firm's investment methodology is based on rigorous fundamental analysis, which it believes provides a significant competitive advantage over other forms of investing. The firm may be reached at 415-448-1200 or www.eastbournecapital.com. CONTACTS: Neose Technologies, Inc. A. Brian Davis Acting Chief Financial Officer 215-315-9000 Barbara Krauter Investor Relations Associate 215-315-9004 NEOSE TECHNOLOGIES, INC. PAGE 2 For more information, please visit www.neose.com. "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release regarding our business that are not historical facts are "forward-looking statements" that involve risks and uncertainties. For a discussion of these risks and uncertainties, any of which could cause our actual results to differ from those contained in the forward-looking statement, see the "Risk Factor" section of Item 1 of our Annual Report on Form 10-K for the year ended December 31, 2001. -----END PRIVACY-ENHANCED MESSAGE-----