-----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, BVPh4w4bL1u0bRWVeuA3CjM+l/BHPe+VjlNlfvVgTZaA9VHlGV4j92LKEHmtPuLH cDLrtzOKwXnNA2Odzn3pTg== 0001021408-01-506640.txt : 20010914 0001021408-01-506640.hdr.sgml : 20010914 ACCESSION NUMBER: 0001021408-01-506640 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010911 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20010913 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BOSTON LIFE SCIENCES INC /DE CENTRAL INDEX KEY: 0000094784 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 870277826 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-06533 FILM NUMBER: 1736462 BUSINESS ADDRESS: STREET 1: 137 NEWBURY STREET STREET 2: 8TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 6174250200 MAIL ADDRESS: STREET 1: 137 NEWBURY STREET STREET 2: 8TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 FORMER COMPANY: FORMER CONFORMED NAME: GREENWICH PHARMACEUTICALS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: STRATEGIC MEDICAL RESEARCH CORP /DE DATE OF NAME CHANGE: 19790521 8-K 1 d8k.txt FORM 8-K - BOSTON LIFE SCIENCES, INC. 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): September 11, 2001 ------------------------------ BOSTON LIFE SCIENCES, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-6533 87-0277826 (State or Other Jurisdiction of (Commission (IRS Employer Incorporation) File Number) Identification No.) 137 Newbury Street, 8th Floor 02116 Boston, Massachusetts - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number: (617) 425-0200 -------------------------------------------------- Item 5. Other Events ------------ On September 26, 1991, Boston Life Sciences, Inc. (then, Greenwich Pharmaceuticals Incorporated), a Delaware corporation (the "Company") entered into a Rights Agreement (as amended, the "1991 Rights Agreement") with Pittsburgh National Bank, as Rights Agent, and declared a dividend of one preferred stock purchase right for each outstanding share of common stock of the Company at the close of business on October 7, 1991, and for each share of common stock issued after October 7, 1991 and on or prior to the earlier of the Distribution Date (as defined in the 1991 Rights Agreement) or September 26, 2001. The 1991 Rights Agreement expires by its terms on September 26, 2001. In anticipation of the expiration of the 1991 Rights Agreement, on September 11, 2001, the Company entered into a new Rights Agreement (the "2001 Rights Agreement") with Continental Stock Transfer & Trust Company, as Rights Agent, and declared a dividend of one preferred stock purchase right (a "Right") for each outstanding share of common stock of the Company at the close of business on September 13, 2001, and for each share of common stock issued after September 13, 2001, and on or prior to the earlier of the Distribution Date (as defined in the 2001 Rights Agreement) or September 11, 2011. The terms of the Rights are set forth in the 2001 Rights Agreement, a copy of which is included as an exhibit to this report and incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. ------------------------------------------------------------------ (c) Exhibits: -------- 4.1. Rights Agreement dated as of September 11, 2001 ("Rights Agreement") between the Company and Continental Stock Transfer & Trust Company, as Rights Agent. 4.2. Form of Certificate of Designation with respect to the Series D Preferred Stock, par value $.01 per share, of the Company (filed as Exhibit A to the Rights Agreement). 4.3. Form of Rights Certificate (filed as Exhibit B to the Rights Agreement). Pursuant to the Rights Agreement, printed Rights Certificates will not be mailed until the Distribution Date (as defined in the Rights Agreement). 4.4. Summary of Rights (filed as Exhibit C to the Rights Agreement). SIGNATURE 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. BOSTON LIFE SCIENCES, INC. Date: September 13, 2001 By: /s/ S. David Hillson ------------------------------ S. David Hillson Chairman, President and Chief Executive Officer EXHIBIT INDEX The following designated exhibits are incorporated by reference or filed with this report, as indicated: 4.1. Rights Agreement dated as of September 11, 2001 ("Rights Agreement") between the Company and Continental Stock Transfer & Trust Company, as Rights Agent.* 4.2. Form of Certificate of Designation with respect to the Series D Preferred Stock, par value $.01 per share, of the Company (filed as Exhibit A to the Rights Agreement).* 4.3. Form of Rights Certificate (filed as Exhibit B to the Rights Agreement). Pursuant to the Rights Agreement, printed Rights Certificates will not be mailed until the Distribution Date (as defined in the Rights Agreement).* 4.4. Summary of Rights (filed as Exhibit C to the Rights Agreement).* * Incorporated by reference to the Company's Form 8-A/A filed on September 13, 2001. -----END PRIVACY-ENHANCED MESSAGE-----