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 12(g) OF
THE
SECURITIES EXCHANGE ACT OF 1934
CHINA
BIOLOGIC PRODUCTS, INC.
(Exact name of Registrant as specified in its Charter)
Delaware |
75-2308816 |
(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer
Identification Number) |
|
|
18th Floor, Jialong International Building |
|
19 Chaoyang Park Road |
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Chaoyang District, Beijing |
|
People’s Republic of China |
100125 |
(Address of principal executive offices) |
(Zip Code) |
Securities to be registered pursuant
to Section 12(b) of the Act:
Title of each class |
|
Name of each exchange on |
to be so registered |
|
which each class is to be registered |
Preferred Share Purchase Rights |
|
The NASDAQ Stock Market LLC |
___________________________
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. x
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
number 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 January 8, 2015,
the Board of Directors (the “Board”) of China Biologic Products, Inc. (the “Company”) authorized and declared
a dividend distribution of one right (a “Right”) for each outstanding share of the common stock, par value $0.0001
per share (the “Common Shares”), of the Company to stockholders of record at the close of business on January 20, 2015
(the “Record Date”). Each Right entitles the registered holder to purchase from the Company one one-thousandth of a
share of the Series A Participating Preferred Stock, par value $0.0001 per share (the “Preferred Shares”), of the Company
at an exercise price of $325.00 per one one-thousandth of a Preferred Share, subject to adjustment (the “Exercise Price”).
The complete terms of the Rights are set forth in a Preferred Shares Rights Agreement (the “Rights Agreement”), dated
as of January 8, 2015, between the Company and Securities Transfer Corporation, as rights agent.
The Board adopted the
Rights Agreement to protect stockholders from coercive or otherwise unfair takeover tactics. In general terms, it works by imposing
a significant penalty upon any person or group that acquires 15% or more of the Common Shares without the approval of the Board.
As a result, the overall effect of the Rights Agreement and the issuance of the Rights may be to render more difficult or discourage
a merger, tender or exchange offer or other business combination involving the Company that is not approved by the Board. However,
neither the Rights Agreement nor the Rights should interfere with any merger, tender or exchange offer or other business combination
approved by the Board. The Board had previously adopted a similar preferred shares rights agreement on November 19, 2012, which
expired on November 20, 2014.
The following is a
summary of the terms of the Rights Agreement. The summary does not purport to be complete and is qualified in its entirety by reference
to the Rights Agreement, a copy of which is attached as Exhibit 4.1 and incorporated herein by reference.
Distribution and Transfer of Rights;
Rights Certificates
The Board has declared
a dividend of one Right for each outstanding Common Share. Prior to the Distribution Date referred to below:
| · | the Rights will be evidenced
by and trade with the certificates for the Common Shares (or, with respect to any uncertificated Common Shares registered in book
entry form, by notation in book entry), together with a copy of this summary of Rights, and no separate rights certificates will
be distributed; |
| · | new Common Shares certificates
issued after the Record Date will contain a legend incorporating the Rights Agreement by reference (for uncertificated Common
Shares registered in book entry form, this legend will be contained in a notation in book entry); and |
| · | the surrender for transfer
of any certificates for Common Shares (or the surrender for transfer of any uncertificated Common Shares registered in book entry
form) will also constitute the transfer of the Rights associated with such Common Shares. |
Rights will accompany
any new Common Shares that are issued after the Record Date.
Distribution Date
Subject to certain
exceptions specified in the Rights Agreement, the Rights will separate from the Common Shares and become exercisable following
(i) the 10th business day (or such later date as may be determined by the Board) after the public announcement that an Acquiring
Person has acquired beneficial ownership of 15% or more of the Common Shares or (ii) the 10th business day (or such later date
as may be determined by the Board) after a person or group announces a tender or exchange offer that would result in ownership
by a person or group of 15% or more of the Common Shares. For purposes of the Rights Agreement, beneficial ownership is defined
to include the ownership of derivative securities.
“Acquiring Person”
means a person or group of affiliated or associated persons who has acquired beneficial ownership of 15% or more of the Common
Shares; provided however, no person who, at the time of the adoption of the Rights Agreement, beneficially owns 15% or more
of the Common Shares shall be deemed to be an Acquiring Person (i.e. a stockholder’s existing ownership of the Common Shares
will be grandfathered), unless and until such person acquires beneficial ownership of additional 2% or more of the Common Shares
without the pre-approval of the Board.
The date on which the
Rights separate from the Common Shares and become exercisable is referred to as the “Distribution Date.”
After the Distribution
Date, the Company will mail Rights certificates to the Company’s stockholders as of the close of business on the Distribution
Date and the Rights will become transferable apart from the Common Shares. Thereafter, such Rights certificates alone will represent
the Rights.
Preferred Shares Purchasable Upon Exercise
of Rights
After the Distribution
Date, each Right will entitle the holder to purchase, for the Exercise Price, one one-thousandth of a Preferred Share having economic
and other terms similar to that of one Common Share. This portion of a Preferred Share is intended to give the stockholder approximately
the same dividend, voting and liquidation rights as would one Common Share, and should approximate the value of one Common Share.
More specifically,
each one one-thousandth of a Preferred Share, if issued, will:
| · | entitle holders to quarterly
dividend payments of $0.001 per share, or an amount equal to the dividend paid on one Common Share, whichever is greater; |
| · | entitle holders upon
liquidation either to receive $1 per share or an amount equal to the payment made on one Common Share, whichever is greater; |
| · | have the same voting
power as one Common Share; and |
| · | entitle holders to a
per share payment equal to the payment made on one Common Share, if the Common Shares are exchanged via merger, consolidation
or a similar transaction. |
Flip-In Trigger
If an Acquiring Person
obtains beneficial ownership of 15% or more of the Common Shares, then each Right will entitle the holder thereof to purchase,
for the Exercise Price, a number of Common Shares (or, in certain circumstances, cash, property or other securities of the Company)
having a then-current market value of twice the Exercise Price. However, the Rights are not exercisable following the occurrence
of the foregoing event until such time as the Rights are no longer redeemable by the Company, as further described below.
Following the occurrence
of an event set forth in preceding paragraph, all Rights that are or, under certain circumstances specified in the Rights Agreement,
were beneficially owned by an Acquiring Person or certain of its transferees will be null and void.
Flip-Over Trigger
If, after an Acquiring
Person obtains 15% or more of the Common Shares, (i) the Company merges into another entity, (ii) an acquiring entity merges into
the Company or (iii) the Company sells or transfers more than 50% of its assets, cash flow or earning power, then each Right (except
for Rights that have previously been voided as set forth above) will entitle the holder thereof to purchase, for the Exercise Price,
a number of shares of common stock of the person engaging in the transaction having a then-current market value of twice the Exercise
Price.
Exchange Provision
At any time after the
date on which an Acquiring Person beneficially owns 15% or more of the Common Shares, the Board may, at its option, exchange the
Rights (except for Rights that have previously been voided as set forth above), in whole or in part, for Common Shares at an exchange
ratio of one Common Share per Right (subject to adjustment). In certain circumstances, the Company may elect to exchange the Rights
for cash or other securities of the Company having a value approximately equal to one Common Share.
Redemption of the Rights
The Rights will be
redeemable at the Company’s option for $0.001 per Right (payable in cash, Common Shares or other consideration deemed appropriate
by the Board) at any time on or prior to the 10th business day (or such later date as may be determined by the Board) after the
public announcement that an Acquiring Person has acquired beneficial ownership of 15% or more of the Common Shares. Immediately
upon the action of the Board ordering redemption, the Rights will terminate and the only right of the holders of the Rights will
be to receive the $0.001 redemption price. The redemption price will be adjusted if the Company undertakes a stock dividend or
a stock split.
Expiration of the Rights
The Rights expire on
the earliest of (i) 5:00 p.m., New York City time, on the two year anniversary date of the date of the Rights Agreement (unless
such date is extended) or (ii) the redemption or exchange of the Rights as described above.
Amendment of Terms of Rights Agreement
and Rights
The terms of the Rights
and the Rights Agreement may be amended in any respect without the consent of the holders of the Rights on or prior to the Distribution
Date. Thereafter, the terms of the Rights and the Rights Agreement may be amended without the consent of the holders of Rights
in order to cure any ambiguities, to shorten or lengthen any time period pursuant to the Rights Agreement or to make changes that
do not adversely affect the interests of holders of the Rights.
Voting Rights; Other Stockholder Rights
The Rights will not
have any voting rights. Until a Right is exercised, the holder thereof, as such, will have no separate rights as stockholder of
the Company.
Anti-Dilution Provisions
The Board may adjust
the Exercise Price, the number of Preferred Shares issuable and the number of outstanding Rights to prevent dilution that may occur
from a stock dividend, a stock split or a reclassification of the Preferred Shares or Common Shares.
With certain exceptions,
no adjustments to the Exercise Price will be made until the cumulative adjustments amount to at least 1% of the Exercise Price.
No fractional Preferred Shares will be issued and, in lieu thereof, an adjustment in cash will be made based on the current market
price of the Preferred Shares.
Taxes
The distribution of
Rights should not be taxable for federal income tax purposes. However, following an event that renders the Rights exercisable or
upon redemption of the Rights, stockholders may recognize taxable income.
Item 2. Exhibits.
Exhibit 3.1 |
Certificate of Designation of Rights, Preferences and Privileges of Series A Participating Preferred Stock (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on November 21, 2012). |
Exhibit 4.1 |
Preferred Shares Rights Agreement, dated as of January
8, 2015 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by the Company with the Securities and
Exchange Commission January 9, 2015). |
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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CHINA BIOLOGIC PRODUCTS, INC. |
|
|
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/s/ David (Xiaoying) Gao |
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David (Xiaoying) Gao |
|
Chief Executive Officer |
Dated: January 9, 2015
EXHIBIT INDEX
Exhibit No. |
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Description |
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|
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Exhibit 3.1 |
|
Certificate of Designation of Rights, Preferences and Privileges of Series A Participating Preferred Stock (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on November 21, 2012). |
Exhibit 4.1 |
|
Preferred Shares Rights Agreement, dated as of January 8, 2015
(incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange
Commission January 9, 2015).
|
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