Med Waste Inc – ‘8-K’ for 11/6/98

As of:  Friday, 11/6/98   ·   For:  11/6/98   ·   Accession #:  950144-98-12082   ·   File #:  0-22294

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Med/Waste Form 8-K 11-6-98                             8     29K 
 2: EX-4.1      Rights Agreement                                      48    220K 
 3: EX-99.1     Press Release Dated 11-6-98                            2±    11K 

8-K   —   Med/Waste Form 8-K 11-6-98
Document Table of Contents

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): NOVEMBER 6, 1998
                                                  ----------------

MED/WASTE, INC..
------------------------------------------------------
(Exact name of registrant as specified in its charter)

                                                        [Enlarge/Download Table]
                                                                                                        
                  DELAWARE                             0-22294                    65-0297759            
----------------------------------------------  ---------------------  ---------------------------------
(State or other jurisdiction of incorporation)  (Commission File No.)  (IRS Employer Identification No.)

6175 N.W. 153rd Street, Suite 324, Miami Lakes, Florida 33014 
------------------------------------------------------------------------------- 
(Address of principal executive office and Zip Code)

Registrant's telephone number, including area code: (305) 819-8877
                                                    --------------

NOT APPLICABLE
------------------------------------------------------------- 
(Former name or former address, if changed since last report) 

Exhibit Index on Page 8 

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Item 5.  Other Events.                                                          

            On November 5, 1998, the Board of Directors of Med/Waste, Inc.
(the "Company") declared a dividend distribution of one Right for each          
outstanding share of common stock, $.001 par value (the "Common Stock"), of the 
Company to shareholders of record at the close of business on November 6, 1998  
(the "Record Date") and authorized the issuance of one Right with respect to    
each share of Common Stock that becomes outstanding between the Record Date and 
November 6, 2008 or such earlier time as the Rights are redeemed. Except as     
described below, each Right, when exercisable, entitles the registered holder   
to purchase from the Company one one-hundredth of a share of Series B Junior    
Participating Preferred Stock, $.001 par value (the "Preferred Stock"), at a    
price of $25 per one one-hundredth of a share (the "Purchase Price"), subject   
to adjustment. The terms of the Rights are set forth in a Rights Agreement (the 
"Rights Plan") between the Company and Continental Stock Transfer and Trust     
Company, as Rights Agent, included as an exhibit to this Current Report on Form 
8-K. The description of the Rights set forth below does not purport to be       
complete and is qualified in its entirety by reference to the Rights Plan.      

        Initially, the Rights will be attached to all certificates
representing Common Stock then outstanding and no separate Rights Certificates  
would be distributed. The Rights will separate from the Common Stock and a      
Distribution Date will occur upon the earlier of:                               

             (a) ten (10) 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, the date of such announcement being the       
"Share Acquisition Date";                                                       

         (b) ten (10) business days (or such later date as the Board
shall determine) following the commencement or announcement of an intention to  
make a tender offer or exchange offer the consummation of which would result in 
the beneficial ownership by a person of 20% or more of such outstanding Common  
Shares; or                                                                      

          (c) a determination by the Board of Directors of the Company
(the "Board") that a person or group is an "Adverse Person."                    

          The Rights Plan contains an exemption from the definition of
Acquiring Person for any issuance of Common Stock by the Company directly to    
any person (for example, in a private placement or an acquisition by the        
Company in which Common Stock is used as consideration), even if that person    
would become the beneficial owner of 20% or more of the Common Stock, provided  
that such person does not acquire any additional shares of Common Stock.        

   A person may be declared an Adverse Person upon (a) a
determination that such person, alone or together with its affiliates and       
associates, has become, or has expressed an intention to become, the owner of   
an amount of Common Shares which the Board determines to be substantial (which  
may not be less than 10% of the Common Shares then outstanding) and (b) a       
determination by at least a majority of the Board who are not officers of the   
Company and are not representatives or associates of the Acquiring Person or    
Adverse Persons ("Independent Directors") after reasonable inquiry and          
investigation, that such ownership (i) is intended to cause the Company to      
repurchase the Common Shares owned by such person or to cause the Company to    
take actions or enter into transactions which are intended to provide such      
person with a short term financial gain and which are                           

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not in the best long term interests of the Company and its stockholders or (ii) 
is causing, or is reasonably likely to cause, a material adverse impact on the  
Company.                                                                        

            Until the Distribution Date, (i) the Rights would be evidenced
by the Common Stock Certificates and would be transferred with and only with    
such Common Stock Certificates, (ii) new Common Stock Certificates received     
after the Record Date will contain a notation incorporating the Rights          
Agreement by reference, and (iii) the surrender for transfer of any             
certificates for Common Stock outstanding will constitute the transfer of the   
Rights associated with the Common Stock represented by such certificate.        
Pursuant to the Rights Agreement, the Company reserves the right to require     
prior to the occurrence of a Triggering Event (as defined below) that, upon any 
exercise of Rights, a number of Rights be exercised so that only whole shares   
of Preferred Stock will be issued.                                              

     Each whole share of Preferred Stock will have a minimum
preferential quarterly dividend rate equal to the greater of $100 per share or, 
subject to anti-dilution adjustment, 100 times the dividend declared on the     
Common Stock. In the event of liquidation, no distribution will be made to the  
holders of Common Stock unless, prior thereto, the holders of the Preferred     
Stock have received a liquidation preference of $100 per share, plus accrued    
and unpaid dividends. Holders of the Preferred Stock will be entitled to notice 
of and to vote at any meeting of the Company's shareholders. Each whole share   
of Preferred Stock is entitled to one vote. Such shares do not have cumulative  
voting rights. The Preferred Stock, together with the issued and outstanding    
shares of the other preferred stocks of the Company, will be expressly          
entitled, as one class, to elect a majority of directors (the Common Stock      
electing the minority) whenever dividends on any of the preferred stocks shall  
be in default in the amount of four quarterly payments and thereafter until all 
such dividends in default shall have been paid. In the event of any merger,     
consolidation, or other transaction in which shares of Common Stock are         
exchanged for or converted into other securities and/or property, each whole    
share of Preferred Stock will be entitled to receive, subject to anti-dilution  
adjustment, 100 times the amount into which or for which each share of Common   
Stock is so exchanged or converted. The shares of Preferred Stock are not       
redeemable by the Company.                                                      

            The Rights are not exercisable until the Distribution Date and
will expire on November 6, 2008, unless earlier redeemed by the Company as      
described below.                                                                

        As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to all holders of record of Common Stock at the     
close of business on the Distribution Date. Thereafter, the separate Rights     
Certificates alone will represent the Rights. Except as otherwise determined by 
the Board, only Common Shares issued prior to the Distribution Date will be     
issued with Rights.                                                             

     The Purchase Price payable, and the number of shares of
Preferred Stock or other securities or property issuable, upon exercise of the  
Rights are subject to adjustment from time to time to prevent dilution (i) in   
the event of a stock dividend on, or a subdivision, combination or              
reclassification of the Preferred Stock, (ii) upon the grant to holders of the  
Preferred Stock of certain rights or warrants to subscribe for Preferred Stock  
or convertible securities at less than the current market price of the          
Preferred Stock, or (iii) upon the distribution to holders of the Preferred     
Stock of evidences of indebtedness or assets (excluding regular periodic cash   
dividends out of retained earnings) or of subscription rights or warrants       
(other than those referred to above. With certain exceptions, no adjustment in  
the Purchase Price will be required until cumulative adjustments amount to at   
least 1% of the Purchase Price. No fractional shares will be issued and,        

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in lieu thereof, cash payments will be made based on the market price of the    
Preferred Stock on the last trading day prior to the date of exercise.          

In the event:                                     

              (a) the Company is the surviving corporation in a merger with an
Acquiring Person or Adverse Person and its Common Shares are not changed or     
exchanged,                                                                      

             (b) a Person becomes an Acquiring Person (except pursuant to an
offer for all outstanding Common Shares which a majority of the Independent     
Directors determined to be fair to, and otherwise in the best interest of the   
Company, and its Stockholders (a "Fair Offer"),                                 

              (c) an Acquiring Person or Adverse Person engages in one or more
"self dealing" transactions set forth in the Rights Agreement, or               

 (d) a Person is determined to be an Adverse Person,

(a "Triggering Event") then each holder of a Right will thereafter have the     
Right 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. Notwithstanding any of the foregoing,    
following the occurrence of a Triggering Event set forth in this paragraph, all 
Rights that are, or (under certain circumstances specified in the Rights        
Agreement) were beneficially owned by an Acquiring Person or Adverse Person     
will be null and void. Moreover, Rights are not exercisable following the       
occurrence of either of the events set forth above until such time as the       
Rights are no longer redeemable by the Company as set forth below.              

         For example, at an exercise price of $25.00 per Right, each
Right not owned by an Acquiring Person or Adverse Person (or certain related    
parties) following an event set forth in the preceding paragraph could entitle  
the holder to purchase $50.00 worth of Common Shares (or other consideration as 
noted above) for the $25.00 Purchase Price. Assuming that the Common Shares     
have a per share value of $10.00 at such time, the holder of each valid Right   
would be entitled to purchase five (5) Common Shares for $25.00.                

           In the event that at any time after a Share Acquisition Date:

       (a) the Company is acquired in a merger or other business
combination transaction (other than a merger described in the second preceding  
paragraph or a merger which followed a Fair Offer); or                          

           (b) more than 50% of its assets or earning power were sold or
transferred,                                                                    

then each holder of a Right (except Rights which previously have been voided as 
set forth above) shall thereafter have the right to receive, upon exercise, the 
common stock, or the equivalent equity securities, of the acquiring company     
which have a value equal to two times the exercise price of the Right. (The     
events set forth in this paragraph and in the second preceding paragraph are    
referred to as "Triggering Events").                                            

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             In general, the Company may redeem the Rights in whole, but not
in part, at any time until a determination that a person is an Adverse Person   
and until ten (10) days following the Share Acquisition Date at a price of      
$.001 per Right (payable in cash, Common Shares or other consideration deemed   
appropriate by the Board). Under certain circumstances set forth in the Rights  
Agreement, the decision to redeem shall require the concurrence of a majority   
of the Continuing Directors. Immediately upon the action of the Board, ordering 
the Rights to be redeemed (with where specifically required, the concurrence of 
the Continuing Directors), the Rights will terminate and the only right of the  
holders of Rights will be to receive the $.001 Redemption Price.                

           The term "Continuing Directors" means any member of the Board
who was a member of the Board prior to the execution of the Rights Agreement,   
and any person who is subsequently elected to the Board, if such person is      
recommended or approved by a majority of the Continuing Directors, but shall    
not include an Acquiring Person, Adverse Person or an Affiliate or Associate of 
the Acquiring Person or Adverse Person, or any representative of the foregoing  
entities.                                                                       

           Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company (other than such rights as a     
holder of Common Shares), including, without limitation, the right to vote or   
to receive dividends. While the distribution of the Rights will not be taxable  
to stockholders or to the Company, stockholders may, depending upon the         
circumstances, recognize taxable income in the event that the Rights becomes    
exercisable for Common Shares (or other consideration) of the Company or common 
stock of the acquiring company as set forth above.                              

            Other than those provisions relating to the principal economic
terms of the Rights, any of the provisions of the Rights Agreement may be       
amended by the Board prior to the Distribution Date. After the Distribution     
Date, the provisions of the Rights Agreement may be amended by the Board (in    
certain circumstances, with the concurrence of the Continuing Directors) in     
order to cure any ambiguity, to make changes which do not adversely affect the  
interest of holders of Rights (excluding the interests of any Acquiring Person  
or Adverse Person), or to shorten or lengthen any time period under the Rights  
Agreement; provided, however, that no amendment to adjust the time period       
governing redemption shall be made at any time as the Rights are not            
redeemable.                                                                     

           As of November 6, 1998, there were 6,665,966 shares of Common
Stock outstanding. Each share of Common Stock outstanding on and after November 
6, 1998 will receive one Right. An aggregate of 200,000 shares of Preferred     
Stock will be reserved for issuance in the event of exercise of the Rights.     

            The Rights have certain anti-takeover effects. The Rights will
cause substantial dilution to a person or group that attempts to acquire the    
Company without conditioning the offer on the Rights being redeemed or a        
substantial number of Rights being acquired, and under certain circumstances    
the Rights beneficially owned by such a person or group may become void. The    
Rights should not interfere with any merger or other business combination       
approved by the Board of Directors because, if the Rights would become          
exercisable as a result of such merger or business combination, the Board of    
Directors may, at its option, at any time prior to the time that any Person     
becomes an Acquiring Person, redeem all (but not less than all) of the then     
outstanding Rights at the Redemption Price.                                     

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Item 7.        Financial Statements and Exhibits:                               

(a)     Financial Statements                      

None            

(b)     Exhibits                                  

          4.1     Rights Agreement dated as of November 6, 1998 by and
                    between Med/Waste, Inc. and Continental Stock Transfer
 and Trust Company, as Rights Agent.

              99.1    Text of Press Release relating to the declaration of the
Rights dated November 6, 1998.    

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SIGNATURES

            Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by  
the undersigned hereunto duly authorized.                                       

                                       MED/WASTE, INC., a Delaware corporation

DATE: NOVEMBER 6, 1998                  By: /s/ DANIEL A. STAUBER               
     ----------------                      -----------------------------------
                         DANIEL A. STAUBER
                                         President/Chief Executive Officer

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EXHIBIT LIST

Exhibit                                                                         
No.            Description                                                

4.1             Agreement, dated as of November 6, 1998, between Med/Waste, 
                 Inc. and Continental Stock Transfer Company, as Rights Agent,
                 including the form of Certificate of Designation, Preferences
               and Rights of Series B Junior Participating Preferred Stock
                as Exhibit A, the form of Right Certificate as Exhibit B and
                the Summary of Rights to Purchase Preferred Stock as Exhibit
C.                                          

99.1            Text of Press Release relating to the declaration of the    
Rights dated November 6, 1998.              

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		11/6/08		2		3
Filed on / For Period End:		11/6/98		1		8			8-A12G
		11/5/98		2
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