-----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, H5X8tl8BgDUyLrtn9OlGTRMWTD0GEbqMFn5yYeKnK3xiJeplGL9LsC31cNFAB52N SIKLkgOIPK5MsDqNUxadMw== 0000950147-99-000921.txt : 19990825 0000950147-99-000921.hdr.sgml : 19990825 ACCESSION NUMBER: 0000950147-99-000921 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990630 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990824 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ORTHOLOGIC CORP CENTRAL INDEX KEY: 0000887151 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 860585310 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-21214 FILM NUMBER: 99698280 BUSINESS ADDRESS: STREET 1: 1275 WEST WASHINGTON STREET CITY: TEMPE STATE: AZ ZIP: 85281 BUSINESS PHONE: 6024375520 MAIL ADDRESS: STREET 1: 1275 WEST WASHINGTON STREET CITY: TEMPE STATE: AZ ZIP: 85281 8-K 1 CURRENT REPORT FOR THE PERIOD ENDED 6/30/99 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 1999 OrthoLogic Corp. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 0-21214 86-0585310 - ---------------------------- ------------------------ ---------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification Number) 1275 West Washington Street, Tempe, Arizona 85281 ------------------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code: (602) 286-5520 Not Applicable -------------------------------------------------------------- (Former name or former address, if changed since last report.) ITEM 5. OTHER EVENTS On July 30, 1999, Orthologic Corp. and the Bank of New York entered into a First Amendatory Agreement amending the Rights Agreement dated March 4, 1997 such that (a) the definition of an "Acquiring Person," for purposes of triggering certain shareholder rights pursuant to the Rights Agreement is changed to mean a beneficial owner of 25 percent or more of the outstanding Orthologic Corp. common shares, and (b) the beneficial ownership percentages that would establish a date for the separation of the rights from the common stock and activate the "flip-in" feature of the Rights Agreement have been set at 25 percent. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits EXHIBIT NUMBER DESCRIPTION -------------- ----------- 10.1 First Amendatory Agreement to March 4, 1997 Rights Agreement 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 hereunto duly authorized. ORTHOLOGIC CORP. Dated: August 19, 1999 /s/ Thomas R. Trotter ---------------------------------------- Thomas R. Trotter Chief Executive Officer and President 3 EX-10.1 2 FIRST AMENDATORY AGREEMENT EXHIBIT 10.1 FIRST AMENDATORY AGREEMENT This First Amendatory Agreement is made as of this 30th day of July, 1999 by and between Orthologic Corp. (the "Corporation") and Bank of New York (the "Rights Agent"). WHEREAS, the Corporation and the Rights Agent are parties to a Rights Agreement dated as of March 4, 1997 (the "Rights Agreement") and wish to set forth herein their agreement concerning certain amendments to the Rights Agreement; NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree that the Rights Agreement is hereby amended in the following respects: 1. Section 1(a) of the Rights Agreement is hereby amended to read as follows: "(a) "ACQUIRING PERSON" shall mean any Person who, together with all Affiliates and Associates of such Person, shall hereafter become the Beneficial Owner of twenty-five percent (25%) or more of the Common Shares then outstanding, but shall not include the Company, any wholly owned Subsidiary 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.". 2. Section 3(a)(ii) of the Rights Agreement is hereby amended to read as follows: "(ii) the close of business on the fifteenth Business Day after the date on which a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed, or established by the Company for or pursuant to the terms of any such plan) is first commenced within the meaning of Rule 14d-2(a) of the Rules, if upon consummation thereof, such Person would be the Beneficial Owner of twenty-five percent (25%) or more of the Common Shares then outstanding (the earlier of (i)(ii) being herein referred to as the "SEPARATION DATE"),". 3. Section 11(a)(ii)(B) is hereby amended to read in its entirety as follows: "(b) any Person (other than the Company, any subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity organized, appointed, or established by the Company for or pursuant to the terms of any such plan), alone or together with its 1 Affiliates and Associates, shall become the Beneficial Owner of twenty-five percent (25%) or more of the Common Shares then outstanding, other than pursuant to any transaction set forth in Section 13(a) hereof; or". The second sentence of the second paragraph of Exhibit C to the Plan is hereby amended to read as follows: "Until the earlier to occur of (a) 10 business days following a public announcement that a person or group of affiliated or associated persons (an "ACQUIRING PERSON") has acquired, or obtained the right to acquire, beneficial ownership of 25% or more of the outstanding Common Shares, or (b) 15 business days following the commencement of a tender offer or exchange offer if, upon consummation thereof, such person or group would be the beneficial owner of 25% or more of such outstanding Common Shares (the earlier of such dates being called the "SEPARATION DATE"), the Rights will be evidenced, with respect to any Common Shares outstanding as of the Record Date, by the certificates representing such Common Shares.". 4. Section (b) of the first sentence of the fourth paragraph of Exhibit C to the Plan is hereby amended to read as follows: "(b) a person (other than the Company and its affiliates) becomes the beneficial owner of 25% or more of the then outstanding Common Shares,". 6. Except as specifically modified herein, all of the terms and provisions of the Rights Agreement shall remain full force and effect. IN WITNESS WHEREOF, the parties have caused this First Amendatory Agreement to be duly executed as of the day and year first written above. ORTHOLOGIC CORP. By: /s/ Thomas R. Trotter ------------------------------------ Name: Thomas R. Trotter Title: President and Chief Executive Officer BANK OF NEW YORK By: /s/ Steve Myers ------------------------------------ Name: Steve Myers Title: Assistant Vice President 2 -----END PRIVACY-ENHANCED MESSAGE-----