- Amended Securities Registration (section 12(g)) (8-A12G/A)
16 Ottobre 2009 - 6:06PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
TO
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
I-FLOW CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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33-0121984
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(State of Incorporation or Organization)
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(I.R.S. Employer Identification no.)
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20202 Windrow Drive, Lake Forest, California
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92630
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(Address of Principal Executive Offices)
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(Zip Code)
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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), please check the
following box.
o
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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), please check the
following box.
þ
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Securities Act registration statement file number to which this form relates:
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N/A
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(If applicable)
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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 Which
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to be so Registered
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Each Class is to be Registered
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Series A Junior Participating Cumulative Preferred Stock, par value $0.001 per share
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The Nasdaq Global Market
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Securities to be registered pursuant to Section 12(g) of the Act:
(Title of Class)
Explanatory Note: This Amendment amends and supplements the Registration Statement on Form 8-A
filed by I-Flow Corporation (the Company) with the Securities and Exchange Commission (the SEC)
on March 13, 2002, as amended by Amendment No. 1 to Form 8-A filed by the Company with the SEC on
June 25, 2002 (collectively, the Form 8-A).
Item 1. Description of Registrants Securities to be Registered.
Item 1 of the Form 8-A is hereby amended and supplemented by adding the following after
paragraph 11 thereof:
12. Amendment of Rights Agreement in Connection with Kimberly-Clark Transaction.
On October 15,
2009, the Company entered into an amendment (Amendment No. 1) to the Rights Agreement. The
effect of Amendment No. 1 is to (i) render the Rights Agreement inapplicable to the Agreement and
Plan of Merger, dated as of October 8, 2009, by and between Kimberly-Clark Corporation, a Delaware
corporation (K-C), Boxer Acquisition, Inc., a Delaware corporation and wholly owned subsidiary of
K-C, and the Company (the Merger Agreement), the Support Agreements (as defined in the Merger
Agreement), and the transactions contemplated by the Merger Agreement and the Support Agreements,
until the earlier of the Effective Time (as defined in the Merger Agreement) or the termination of
the Merger Agreement and (ii) cause the Rights Agreement to terminate at the Effective Time.
The foregoing description of Amendment No. 1 is qualified in its entirety by reference to the
full text thereof, which is attached hereto as Exhibit 1 and incorporated herein by reference.
Item 2. Exhibit
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Exhibit No.
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Description of Exhibit
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1
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Rights Agreement, dated as of March 8, 2002, by and between I-Flow
Corporation and American Stock Transfer & Trust Company, as Rights Agent, which
includes, as Exhibit A, the Form of Right Certificate, the Form of Assignment and
Form of Election to Purchase (incorporated by reference to I-Flow Corporations
Current Report on Form 8-K, filed March 13, 2002).
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2
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Certificate of Designation of Series A Junior Participating Cumulative
Preferred Stock (incorporated by reference to I-Flow Corporations Current Report
on Form 8-K, filed March 13, 2002).
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3
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Amendment No. 1 to Rights Agreement, dated as of October 15, 2009, by and
between I-Flow Corporation and American Stock Transfer & Trust Company, LLC (as
successor-in-interest to American Stock Transfer & Trust Company), as Rights
Agent
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1
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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I-FLOW CORPORATION
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Date: October 16, 2009
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By:
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/s/ James R. Talevich
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James R. Talevich
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Chief Financial Officer
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2
EXHIBIT INDEX
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Exhibit No.
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Description of Exhibit
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1
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Rights Agreement, dated as of March 8, 2002, by and between I-Flow
Corporation and American Stock Transfer & Trust Company, as Rights Agent, which
includes, as Exhibit A, the Form of Right Certificate, the Form of Assignment and
Form of Election to Purchase (incorporated by reference to I-Flow Corporations
Current Report on Form 8-K, filed March 13, 2002).
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2
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Certificate of Designation of Series A Junior Participating Cumulative
Preferred Stock (incorporated by reference to I-Flow Corporations Current Report
on Form 8-K, filed March 13, 2002).
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3
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Amendment No. 1 to Rights Agreement, dated as of October 15, 2009, by and
between I-Flow Corporation and American Stock Transfer & Trust Company, LLC (as
successor-in-interest to American Stock Transfer & Trust Company), as Rights
Agent
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3
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