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EX-4.1 - EXHIBIT 4.1 - BIOSPECIFICS TECHNOLOGIES CORPexhibit4-1.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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): February 3, 2011

BIOSPECIFICS TECHNOLOGIES CORP.
(Exact name of registrant as specified in its charter)

Delaware 001-34236 11-3054851
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
Of Incorporation)   Identification No.)

35 Wilbur Street
Lynbrook, NY 11563
(Address of Principal Executive Office) (Zip Code)

516.593.7000
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))


INTRODUCTORY COMMENT

Throughout this Current Report on Form 8-K, the terms “we,” “us,” “our” and “Company” refer to BioSpecifics Technologies Corp.

ITEM 1.01     ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On February 3, 2011, the Company entered into an amendment (the “Amendment”) to the Rights Agreement, dated as of May 14, 2002 and previously amended June 19, 2003, between the Company and OTC Corporate Transfer Service Company, as rights agent (the “Rights Agreement”). The Rights Agreement pertains to those certain contingent rights to purchase Series B Junior Participating Preferred Stock, par value $0.50, of the Company.

The Amendment increases the ownership threshold for determining “Acquiring Person” status under the Rights Agreement from 15% to 18% and extends the “Final Expiration Date” for an additional two years, to May 31, 2014.

The foregoing summary of the Amendment is a general description only, does not purport to be complete and is qualified in its entirety by the full text of the Amendment, which is attached as Exhibit 4.1 hereto and incorporated by reference herein.

ITEM 3.03     MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS

The information set forth under “Item 1.01 Entry into a Material Definitive Agreement” of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.

ITEM 9.01.     FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits
   

4.1

Second Amendment, dated as of February 3, 2011, to the Rights Agreement, dated as of May 14, 2002, between the Company and OTC Corporate Transfer Service Company, as rights agent



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.

Date: February 4, 2011 BIOSPECIFICS TECHNOLOGIES CORP.
  (Registrant)
   
   
  /s/ Thomas L. Wegman
  Thomas L. Wegman
  President


EXHIBIT INDEX

Exhibit No. Description
   

4.1

Second Amendment, dated as of February 3, 2011, to the Rights Agreement, dated as of May 14, 2002, between the Company and OTC Corporate Transfer Service Company, as rights agent