- Amended Securities Registration (section 12(g)) (8-A12G/A)
May 05 2011 - 4:49PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
KENDLE INTERNATIONAL INC.
(Exact name of Registrant as specified in its Charter)
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Ohio
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000-23019
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31-1274091
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(State or Other Jurisdiction of
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(Commission File Number)
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(IRS Employer Identification
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Incorporation)
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No.)
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441 Vine Street, Suite 500, Cincinnati, Ohio
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45202
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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: None
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Title of each class
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Name of each exchange on
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to be so registered
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which each class is to be registered
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N/A
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N/A
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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.
o
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.
þ
Securities Act registration statement file number to which this form relates: N/A
Securities to be registered pursuant to Section 12(g) of the Act:
Common Share Purchase Rights Pursuant to Rights Agreement
(Title of Class)
TABLE OF CONTENTS
Item 1 Description of Registrants Securities to be Registered
On May 4, 2011, Kendle International Inc., an Ohio corporation (the Company), INC Research,
LLC, a Delaware limited liability company (Parent), and Triangle Two Acquisition Corp., an Ohio
corporation and a subsidiary of Parent (Merger Sub), entered into an Agreement and Plan of
Merger, dated as of May 4, 2011 (the Merger Agreement). Pursuant to the Merger Agreement, the
Merger Sub will be merged with and into the Company (the Merger), with the Company surviving as a
subsidiary of Parent.
On May 4, 2011, prior to the execution of the Merger Agreement, the Board of Directors of the
Company approved Amendment No. 1 (the Amendment) to the Stockholder Rights Agreement, dated as of
August 14, 2009, by and between the Company and American Stock Transfer & Trust Company, LLC, as
Rights Agent (the Rights Agreement). Capitalized terms used below but not defined herein shall
have the respective meanings assigned thereto in the Rights Agreement.
The Amendment, among other things, renders the Rights Agreement inapplicable to the Merger
Agreement and the consummation of the transactions contemplated by the Merger Agreement, including
the Merger. The Amendment provides that none of (i) the approval, adoption, execution, delivery or
performance of the Merger Agreement, (ii) the public or other announcement or disclosure of the
Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement
or (iii) the consummation of the Merger at the Effective Time (as defined in the Merger Agreement)
or any of the other transactions contemplated by the Merger Agreement will result (A) in either
Parent or Merger Sub or any of their respective affiliates or associates being deemed an Acquiring
Person or Beneficial Owner or (B) in a Stock Acquisition Date, Distribution Date, Section 11(b)
Event or Section 13 Event (each as defined in the Rights Agreement). The Amendment also provides
that the Rights Agreement and the Rights established thereby will terminate in all respects
immediately prior to the Effective Time (as defined in the Merger Agreement). A copy of the
Amendment is attached hereto as Exhibit 4.2 and is incorporated herein by reference.
The foregoing description of the Rights Agreement, as amended by the Amendment, does not
purport to be complete and is qualified in its entirety by reference to the Rights Agreement and
the Amendment.
Item 2 Exhibits
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Exhibit No.
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Description
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4.1
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Stockholder Rights Agreement, dated as of August 14, 2009,
between Kendle International Inc. and American Stock Transfer
& Trust Company, LLC (incorporated by reference to Exhibit 4.1
to the Companys Form 8-A filed with the Commission on August
20, 2009)
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4.2
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Amendment No. 1 to Stockholder Rights Agreement, dated as of
May 4, 2011, between Kendle International Inc. and American
Stock Transfer & Trust Company, LLC
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SIGNATURES
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 hereunto duly authorized.
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KENDLE INTERNATIONAL INC.
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Date: May 5, 2011
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/s/ Jarrod B. Pontius
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Jarrod B. Pontius
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Vice President, Chief Legal Officer
and Secretary
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