INFORMATION REQUIRED
IN REGISTRATION STATEMENT
On
November 9, 2008, the Board of Directors of our Company, Syneron Medical Ltd.
(“
Syneron
” or the “
Registrant
”), a company formed under
the laws of the State of Israel, adopted a shareholder rights plan (“
Shareholder
Rights Plan
”), and declared a dividend of one special purchase right (a
“
Right
”) for each outstanding Ordinary Share, par value NIS 0.01 per
share (“
Ordinary Shares
”). This Amendment No. 1 on Form 8-A amends
Items 1 and 2 of Syneron’s Form 8-A (File No. 04931389) as filed on
July 26, 2004, with respect to its ordinary shares, par value NIS 0.01 per share, to
reflect the adoption of the Shareholder Rights Plan.
Item 1. Description
of Registrant’s Securities to be Registered
A
description of the ordinary shares of the “Registrant is set forth under the caption
“Description of Share Capital” in the prospectus filed pursuant to Rule 424(b)
under the Securities Act of 1933, as amended (File No. 333-122863) filed by the Registrant
with the Securities and Exchange Commission on March 9, 2005, which is hereby incorporated
herein by reference.
On
November 9, 2008, the Board of Directors (the “
Board
”) of Syneron
adopted a shareholder rights plan, as set forth in the Rights Agreement, dated as of
November 11, 2008, by and between the Company and American Stock Transfer & Trust
Company, LLC, as rights agent (the “
Rights Agreement
”). Pursuant to the
terms of the Rights Agreement, the Board declared a dividend of one Right for each
outstanding ordinary share, par value NIS 0.01 per share. The dividend is payable on
November 11, 2008 to the shareholders of record as of the close of business on
November 9, 2008.
The
Rights will initially trade with, and will be inseparable from, the ordinary shares. The
Rights are evidenced only by the balances indicated in the book-entry account system of
the transfer agent for the Company’s ordinary share or, in the case of certificated
shares, the certificates that represent such ordinary share. New Rights will accompany any
new ordinary share the Company issues after November 11, 2008 until the Distribution
Date described below.
Each
Right will allow its holder to purchase from the Company two (2) Ordinary Shares (as
hereinafter defined), at the price of $0.01 per share, once the Rights become exercisable.
Prior to exercise, the Right does not give its holder any dividend, voting, or liquidation
rights.
The
Rights will not be exercisable until the earlier of the following (the
“
Distribution Date
”):
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—
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10 days
after the public announcement that a person or group has become an “Acquiring Person” by
obtaining beneficial ownership of 15% or more of the Company’s outstanding Ordinary
Shares, except if such person or group has become an “Acquiring Person” pursuant
to an offer approved by the majority of the Board; or
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—
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10
business days (or a later date determined by the Board before any person or group becomes
an Acquiring Person) after a person or group begins a tender or exchange offer (except if
such person or group has become an “Acquiring Person” pursuant to an offer
approved by the majority of the Board of Directors) which, if completed, would result in
that person or group becoming an Acquiring Person.
|
Until
the Distribution Date, the balances in the book-entry accounting system of the transfer
agent for the Company’s Ordinary Shares or, in the case of certificated shares,
Ordinary Shares certificates, will evidence the Rights, and any transfer of Ordinary
Shares will constitute a transfer of Rights. After the Distribution Date, the Rights will
separate from the Ordinary Shares and will be evidenced solely by Rights certificates that
the Company will mail to all eligible holders of Ordinary Shares. Any Rights held by an
Acquiring Person or any associate or affiliate thereof will be void and may not be
exercised.
The
Board may reduce the threshold at which a person or group becomes an Acquiring Person from
15% to not less than 10% of the Company’s outstanding Ordinary Shares.
2
If
a person or group becomes an Acquiring Person, all holders of Rights except the Acquiring
Person or any associate or affiliate thereof may, for $0.01 per share (subject to
adjustment as provided in the Rights Agreement), purchase two (2) ordinary shares. In
addition, if, after a person or group becomes an Acquiring Person, the Registrant is later
acquired in a merger or similar transaction after the Distribution Date, all holders of
Rights except the Acquiring Person or any associate or affiliate thereof may, for $0.01
per share (subject to adjustment as provided in the Rights Agreement), purchase two shares
of the acquiring corporation’s common stock.
The
Rights will expire on November 9, 2009, unless previously redeemed, or such later date as
determined by the Board (so long as such determination is made prior to the earlier of the
Distribution Date or November 9, 2009).
The
Board may redeem the Rights for $.0001 per Right at any time prior to 10 days after
such time that any person or group becomes an Acquiring Person. If the Board redeems any
Rights, it must redeem all of the Rights. Once the Rights are redeemed, the only right of
the holders of Rights will be to receive the redemption price of $.0001 per Right. The
redemption price will be adjusted if the Registrant has a stock split or stock dividends
of the Registrant’s ordinary shares.
After
a person or group becomes an Acquiring Person, but before an Acquiring Person owns 50% or
more of the Registrant’s outstanding ordinary shares, the Board may extinguish the
Rights by exchanging two (2) ordinary shares or an equivalent security for each Right,
other than Rights held by the Acquiring Person and its associates and affiliates.
The
Board may adjust the purchase price of the ordinary shares, and the number of ordinary
shares issuable and the number of outstanding Rights to prevent dilution that may occur
from a share dividend, a share split, a reclassification of the ordinary shares. No
adjustments to the Exercise Price of less than 1% will be made.
The
terms of the Rights Agreement may be amended by the Board without the consent of the
holders of the Rights. However, the Board may not amend the Rights Agreement to lower the
threshold at which a person or group becomes an Acquiring Person to below 10% of the
Company’s outstanding ordinary shares. In addition, the Board may not cause a person
or group to become an Acquiring Person by lowering this threshold below the percentage
interest that such person or group already owns. After a person or group becomes an
Acquiring Person, the Board may not amend the Rights Agreement in a way that adversely
affects holders of the Rights.
A
copy of the Rights Agreement (including as Exhibit A the form of Right Certificate
and as Exhibit B the Summary of Rights to Purchase Ordinary Shares) have been filed
as Exhibits 4.2, to this Registration Statement on Form 8-A/A and are incorporated herein
by reference. The foregoing description of the terms of the Rights Agreement and the
Rights does not purport to be complete and is qualified in its entirety by reference to
the Certificate of Designations and the Rights Agreement.
3
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3.1.
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Form
of Amended and Restated Articles of Association of Registrant (incorporated
by reference to Exhibit 1.1 to the Registrant’s Annual Report on Form
20-F for the year ended December 31, 2007, filed May 7, 2008)
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4.1
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Form
of Share Certificate (incorporated by reference to Exhibit 4.1 to the Registration
Statement on Form F-1 filed July 14, 2004).
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4.2
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Rights
Agreement, dated as of November 11, 2008 between Syneron Medical Ltd. and American Stock
Transfer & Trust Company, LLC, as Rights Agent, which includes the Form of Right
Certificate (Exhibit A) and the Form of Summary of Rights (Exhibit B).
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4
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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SYNERON MEDICAL LTD.
By: /s/ Doron Gerstel
——————————————
Doron Gerstel
Chief Executive Officer
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Date: November 12,
2008
5
EXHIBIT INDEX
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1.
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Form
of Amended and Restated Articles of Association of Registrant (incorporated
by reference to Exhibit 1.1 to our Annual Report on Form 20-F for the year
ended December 31, 2007 filed May 7, 2008)
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|
2.
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Form
of Share Certificate (incorporated by reference to Exhibit 4.1 to our
Registration Statement on Form F-1 filed July 14, 2004).
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3.
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Rights
Agreement, dated as of November 11, 2008 between Syneron Medical Ltd. and
American Stock Transfer & Trust Company, LLC, as Rights Agent, which
includes the Form of Right Certificate (Exhibit A) and the Form of Summary
of Rights (Exhibit B).
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6
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