form8-a12b.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT
TO SECTION 12(b) OR (g) OF THE
SECURITIES
EXCHANGE ACT OF 1934
OrthoLogic
Corp.
(Exact
name of registrant as specified in its charter)
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Delaware
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86-0585310
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(State
of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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1275
West Washington Street, Tempe, Arizona
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85281
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(Address
of principal executive offices)
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(Zip
Code)
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Securities
to be registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Name
of each exchange on which
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to
be so registered
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each
class is to be registered
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Rights
to Purchase 1/100 of a
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Share
of Series A Preferred Stock
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NASDAQ
Global Market
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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), check the following box. ý
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 file numbers to which this form
relates: Not Applicable
Securities
to be registered pursuant to Section 12(g) of the Act:
None
(Title
of
Class)
Item
1. Description of Registrant's Securities to be
Registered
On
June
19, 2007, the Board of Directors of OrthoLogic Corp. (the “Board”)
declared a dividend distribution of one Right for each outstanding share of
Common Stock, par value $.0005 per share (a “Common Share”), of OrthoLogic Corp.
(the “Company”) to stockholders of record at the close of business on July 2,
2007 (the “Record Date”). Except as set forth below, each Right
entitles the registered holder to purchase from the Company one one-hundredth
of
a share of Series A Preferred Stock, par value $.0005 per share (“Series A
Shares”), at a price of $6.00 (the “Purchase Price”), subject to
adjustment. The Purchase Price must be paid in cash. The
description and terms of the Rights are set forth in a Rights Agreement (the
“Rights Agreement”) between the Company and The Bank of New York, as Rights
Agent.
Initially,
no separate Right Certificates will be distributed. Until the earlier
to occur of (a) ten 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 20% or more of the
outstanding Common Shares or (b) ten 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 20% 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. The Rights Agreement provides that, until the Separation
Date, the Rights will be transferred with, and only with, the Common
Shares. From as soon as practicable after the Record Date and until
the Separation Date (or earlier redemption or expiration of the Rights), new
Common Share certificates issued after the Record Date upon transfer or new
issuance of Common Shares will contain a notation incorporating the Rights
Agreement by reference. Until the Separation Date (or earlier
redemption or expiration of the Rights), the surrender for transfer of any
certificates for Common Shares outstanding as of the Record Date will also
constitute the transfer of the Rights associated with the Common Shares
represented by such certificates. As soon as practicable following
the Separation Date, separate certificates evidencing the Rights (“Right
Certificates”) will be mailed to holders of record of the Common Shares as of
the close of business on the Separation Date and, thereafter, such separate
Right Certificates alone will evidence the Rights.
The
Rights are not exercisable until the Separation Date and will expire on June
19,
2010, unless earlier redeemed by the Company as described below.
In
the
event that a person (other than the Company and its affiliates) becomes the
beneficial owner of 20% or more of the then outstanding Common Shares, the
Rights Agreement provides that proper provision shall be made so that each
holder of a Right will thereafter be entitled to receive, upon exercise, Common
Shares (or, in certain circumstances, cash, property or other securities of
the
Company) having a value equal to two times the exercise price of the
Right.
In
the
event that, at any time following the first date of public announcement by
the
Company or an Acquiring Person indicating that an Acquiring Person has become
such (the “Shares Acquisition Date”), (a) the Company engages in a merger or
other business combination transaction in which the Company is not the surviving
corporation, (b) the Company engages in a merger or other business combination
transaction or share exchange with another person in which the Company is the
surviving corporation, but in which its Common Shares are changed or exchanged
or (c) 50% or more of the Company’s assets or earning power is sold or
transferred, the Rights Agreement provides that proper provision shall be made
so that each holder of a Right shall thereafter have the right to receive,
upon
the exercise thereof at the then current exercise price of the Right, common
shares of the acquiring company having a value equal to two times the exercise
price of the Right.
The
Board
may, at its option, at any time after the right of the Board to redeem the
Rights has expired or terminated (with certain exceptions), exchange all or
part
of the then outstanding and exercisable Rights (other than those held by the
Acquiring Person and Affiliates and Associates of the Acquiring Person) for
Common Shares at a ratio of one Common Share per Right, as adjusted; provided,
however, that such Right cannot be exercised once a Person, together with such
Person’s Affiliates and Associates, becomes the owner of 50% or more of the
outstanding Common Shares. If the Board authorizes such an exchange,
the Rights will immediately cease to be exercisable.
Notwithstanding
any of the foregoing, following the occurrence of any of the events set forth
in
the fourth and fifth paragraphs of this Item 1, any Rights that are, or (under
certain circumstances specified in the Rights Agreement) were, beneficially
owned by any Acquiring Person shall immediately become null and
void.
The
Purchase Price payable, and the number of Series A Shares or other securities
or
property issuable, upon exercise of the Rights are subject to adjustment from
time to time to prevent dilution (a) in the event of a dividend of Series A
Shares on, or a subdivision, combination or reclassification of, the Series
A
Shares, (b) upon the grant to holders of the Series A Shares of certain rights
or warrants to subscribe for Series A Shares or securities convertible into
Series A Shares at less than the current market price of the Series A Shares
or
(c) upon the distribution to holders of the Series A Shares of debt securities
or assets (excluding regular quarterly cash dividends and dividends payable
in
Series A Shares) or of subscription rights or warrants (other than those
referred to above).
At
any
time before a person becomes an Acquiring Person, the Board may redeem the
Rights in whole, but not in part, at a price of $0.01 per Right, subject to
adjustment (the “Redemption Price”). Immediately upon the action of
the Board ordering redemption of the Rights, the Rights will no longer be
exercisable, except upon the occurrence of certain events that have the effect
of deferring the effective time of the redemption. In general,
thereafter the only right of the holders of Rights will be to receive the
Redemption Price.
Until
a
Right is exercised, the holder thereof, as such, will have no rights as a
shareholder of the Company, including, without limitation, the right to vote
or
to receive dividends. While the distribution of the Rights will not
be taxable to shareholders or to the Company, shareholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable for Common Shares (or other consideration) of the Company or for
common shares of the Acquiring Person as set forth above.
Prior
to
the Separation Date, any of the provisions of the Rights Agreement may be
amended by the Board other than the Redemption Price. Thereafter,
certain other provisions of the Rights Agreement may be amended by action of
the
Board if such amendment does not adversely affect the interests of holders
of
Rights (excluding the interests of any Acquiring Person).
As
of
June 18, 2007 there were approximately 41,670,650 Common Shares
outstanding. Each outstanding Common Share on July 2, 2007 will
receive one Right. As long as the Rights are attached to the Common
Shares, the Company will issue one Right with each new Common Share, so that
all
such shares will have attached Rights. One million (1,000,000) shares of
preferred stock of the Company have been designated Series A
Shares.
The
Rights have certain anti-takeover effects. The Rights will cause dilution to
a
person or group that attempts to acquire the Company (without conditioning
the
offer on any substantial number of Rights being simultaneously acquired) in
a
transaction which the Board of Directors does not approve as in the best
interest of the Company and its shareholders.
The
form
of Rights Agreement between the Company and The Bank of New York specifying
the
terms of the Rights, along with Exhibit A thereto (the Amended and Restated
Certificate of Designation in respect of Series A Preferred Stock), Exhibit
B
thereto (a form of Right Certificate and related documents) and Exhibit C
thereto (the Summary of Rights to Purchase Series A Preferred Stock) are
incorporated by reference to the Company’s Current Report on Form 8-K filed with
the Securities and Exchange Commission on June 25, 2007. The foregoing
description of the Rights does not purport to be complete and is qualified
in
its entirety by reference to the Rights Agreement.
Item
2. Exhibits
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4.1
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Rights
Agreement, dated as of June 19, 2007, between OrthoLogic Corp. and
Bank of
New York, which includes the Amended and Restated Certificate of
Designation in respect of Series A Preferred Stock as Exhibit A, a
Form of Right Certificate and related documents as Exhibit B, and a
Summary of Rights to Purchase Series A Preferred Stock as Exhibit
C, is incorporated herein by reference to Exhibit 4.1 of the
Company's Current Report on Form 8-K filed with the Securities and
Exchange Commission on June 25,
2007.
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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.
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ORTHOLOGIC
CORP.
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Date:
June 25, 2007
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By:
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/s/
Les M. Taeger
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Les
M. Taeger
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Chief
Financial Officer
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