UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 8-A/A
Amendment No. 5
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MYLAN LABORATORIES INC.
| Pennsylvania | 25-1211621 | |
| (State of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
| 1500 Corporate Drive | ||
| Canonsburg, PA | 15317 | |
| (Address of principal executive offices) | (Zip Code) |
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: þ
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: o
Securities Act registration statement file number to which this form relates: 001-9114
Securities to be registered pursuant to Section 12(b) of the Act:
| Title of each class | Name of each exchange on which | |
| to be so registered |
each class is to be registered |
|
| Share Purchase Rights | New York Stock Exchange |
Securities to be registered pursuant to Section 12(g) of the Act: None
Item 1. Description of the Registrant’s Securities to be Registered.
Mylan Laboratories Inc., a Pennsylvania corporation (the “Company”), and American Stock Transfer & Trust Company, as rights agent (the “Rights Agent”), entered into an Amendment No. 4 to Rights Agreement dated as of December 2, 2004 (the “Amendment”), amending the Rights Agreement dated as of August 22, 1996, as amended as of November 8, 1999, as of August 13, 2004 and as of September 8, 2004 (as so amended, the “Rights Agreement”), by and between the Company and the Rights Agent. The Amendment causes the 10% threshold (pursuant to Amendment No. 3 to the Rights Agreement), at which the Rights (as defined in the Rights Agreement) will become immediately exercisable, to remain at 10% through December 31, 2005 and to automatically revert back to a 15% threshold at 12:01 a.m. (New York time) on January 1, 2006. Previously, the 10% threshold applied only during the pendency of a merger with King Pharmaceuticals, Inc.
A copy of the Amendment has been filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission (the “Commission”) on December 3, 2004, and the Amendment is incorporated herein by reference. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment.
The information included under the caption entitled “Item 1. Description of the Registrant’s Securities to be Registered” in each of the following registration statements is incorporated herein by reference: (i) Form 8-A, filed with the Commission on September 3, 1996; (ii) Form 8-A/A, filed with the Commission on March 31, 2000; (iii) Form 8-A/A, filed with the Commission on August 16, 2004; and (iv) Form 8-A/A, filed with the Commission on September 9, 2004.
Item 2. Exhibits.
No.
|
Description | |
1
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Amendment No. 4 to Rights Agreement, dated as of December 2, 2004, by and between the registrant and American Stock Transfer & Trust Company, filed as Exhibit 4.1 to the Current Report on Form 8-K filed by the registrant on December 3, 2004, and incorporated herein by reference. |
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
MYLAN LABORATORIES INC.
By: /s/ Edward J. Borkowski
Name: Edward J. Borkowski
Title: Chief Financial Officer
Date: December 3, 2004