-----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, IAYpraorq5VHKeHSaOdK0hvePhAd0LrBxvDqWyIDgaQAAlTqc9SVWhxkjRzPZoZy PIKTX+L3yMWQK/sUyEzTQQ== 0001021408-02-013133.txt : 20021101 0001021408-02-013133.hdr.sgml : 20021101 20021101101039 ACCESSION NUMBER: 0001021408-02-013133 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20021030 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021101 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: 02805856 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 NEOSE TECHNOLOGIES, INC. 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): October 30, 2002 Neose Technologies, Inc. (Exact name of issuer as specified in charter) DELAWARE 0-27718 13-3549286 (State or Other (Commission (I.R.S. Employer Jurisdiction file Identification of Incorporation or number) Number) Organization) 102 Witmer Road, Horsham, Pennsylvania 19044 (Address of principal executive offices) (215) 315-9000 (Registrant's telephone number, including area code) -1- Item 5 -Other Events. Amendment to Shareholder Rights Plan. On October 18, 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. 3 to the Rights Agreement, dated October 30, 2002, which permits a specified significant stockholder to increase its percentage of beneficial ownership in the Company to more than 15%, but less than 25%, 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 and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. Neose Technologies, Inc. Date: October 31, 2002 By: /s/ C. Boyd Clarke ------------------------------------- C. Boyd Clarke President and Chief Executive Officer -3- Index to Exhibits Exhibit No. Description - ----------- ----------- 4.1 Amendment No. 3 dated October 30, 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 November 1, 2002 by Neose Technologies, Inc. -4- EX-4.1 3 dex41.txt RESTATED RIGHTS AGREEMENT AMENDMENT NO. 3 Exhibit 4.1 AMENDMENT NO. 3 DATED OCTOBER 30, 2002 TO THE AMENDED AND RESTATED RIGHTS AGREEMENT BETWEEN NEOSE TECHNOLOGIES, INC. AND AMERICAN STOCK TRANSFER AND TRUST COMPANY THIS AMENDMENT NO. 3, dated October 30, 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 "Rights 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 October 30, 2002 (the "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 Rights Agreement, subject to the terms and conditions of the Rights Agreement and the Agreement; and WHEREAS, to implement the requirements of the Agreement, Neose and ASTT, pursuant to Section 26 of the Rights Agreement, have agreed to amend the Rights 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 Rights Agreement, having been approved by the Company's Directors. 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 25% 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 Rights 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 Rights Agreement by any party hereto. Capitalized terms used and not otherwise defined herein will have the meanings ascribed thereto in the Rights 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. 3 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 EX-99.1 4 dex991.txt PRESS RELEASE DATED NOVEMBER 1, 2002 Exhibit 99.1 NEOSE AMENDS SHAREHOLDER RIGHTS PLAN TO PERMIT EASTBOURNE CAPITAL TO INCREASE OWNERSHIP POSITION UP TO 25% Horsham, PA, November 1, 2002 -- Neose Technologies, Inc. (NasdaqNM: NTEC) announced today that, upon request of its largest shareholder, Eastbourne Capital Management, L.L.C., 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 25%. As of October 18, 2002, Eastbourne held approximately 19.9% of Neose's common shares, and otherwise would have been limited to up to 20% under the Shareholder Rights Plan. C. Boyd Clarke, Neose's president and chief executive officer, said, "Eastbourne is an ideal long-term stockholder for Neose. We are pleased by their increased interest and ongoing support." "We are impressed with the continued progress that Neose is making in its business plan," said Eric Sippel, Eastbourne's Chief Operating Officer and General Counsel. Neose develops proprietary technologies for using enzymes to manufacture complex carbohydrates. Neose is using its broad technology base to develop novel and improved products for itself and its partners, primarily focusing on protein therapeutics. Neose markets its technology for improving protein drugs under the name GlycoAdvance. We use GlycoAdvance to modify the human carbohydrate structures on therapeutic glycoproteins. We are also developing our technology to create novel glycosylation patterns, and to link other molecules, such as polyethylene glycol, to glycoproteins. The application of this technology to proteins potentially results in improved clinical activity and pharmacokinetic profile, enhanced drug development flexibility, stronger and additional patent claims, and yield improvements. 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. Robert I. Kriebel Sr. Vice President and Chief Financial Officer 215-315-9000 Barbara Krauter Investor Relations Associate 215-315-9004 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-----