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): JULY 24, 1997
SECURE COMPUTING CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 0-27074 52-1637226
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(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
2675 LONG LAKE ROAD, ROSEVILLE, MINNESOTA 55113
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(Address of principal executive offices) (Zip Code)
(612) 628-2700
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(Registrant's telephone number)
Exhibit Index located at page 8
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Item 5. Other Events.
On July 24, 1997, the Board of Directors of Secure Computing
Corporation (the "Company"), declared a dividend of one preferred share purchase
right (a "Right") for each outstanding Common Share, $.01 par value (the "Common
Shares"), of the Company. The dividend is payable on August 15, 1997 (the
"Record Date") to stockholders of record on that date. The Board also authorized
the issuance of one Right for each Non-Voting Exchangeable Share (the
"Exchangeable Shares") of Secure Computing Canada Ltd. ("Secure Computing
Canada") outstanding on the Record Date. Rights issued with respect to the
Exchangeable Shares will be issued to The Bank of Nova Scotia Trust Company of
New York, as trustee (the "Trustee") for the benefit of Secure Computing Canada,
in order to enable Secure Computing Canada to effectuate the economic equivalent
to the holders of Exchangeable Shares of the Rights issued to the holders of
Common Shares as required under the Support Agreement by and between the Company
and Secure Computing Canada, dated as of August 29, 1996.
Each Right entitles the registered holder to purchase from the Company
one one-hundredth of a Series B Junior Participating Preferred Share, $.01 par
value (the "Preferred Shares"), of the Company at a price of $50 per one
one-hundredth of a Preferred Share (the "Purchase Price"), subject to
adjustment. The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement"), dated as of July 24, 1997, among the
Company, Norwest Bank Minnesota, National Association, as Rights Agent (the
"Rights Agent") and the Trustee.
Initially, the Rights will attach to all certificates representing
Common Shares and will be held by the Trustee for the benefit of Secure
Computing Canada with respect to Exchangeable Shares then outstanding and no
separate Right Certificates will be distributed. The Rights will separate from
the Common Shares, will no longer be held by the Trustee for the benefit of
Secure Computing Canada and a Distribution Date for the Rights will occur upon
the earlier of:
(i) the close of business on the fifteenth day following a
public announcement that a person or group of affiliated or associated persons
has become an "Acquiring Person" (i.e., has become, subject to certain
exceptions, the beneficial owner of 15% or more of the outstanding Common
Shares, including Exchangeable Shares), or
(ii) the close of business on the fifteenth day following the
commencement or public announcement of a tender offer or exchange offer the
consummation of which would result in a person or group of affiliated or
associated persons becoming, subject to certain exceptions, the beneficial owner
of 15% or more of the outstanding Common Shares, including Exchangeable Shares
(or such later date as may be determined by the Board of Directors of the
Company prior to a person or group of affiliated or associated persons becoming
an Acquiring Person).
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Until the Distribution Date,
(i) the Rights will be evidenced by the Common Share
certificates and on the books and records of Secure Computing Canada and will be
transferred with and only with the Common Shares and, in the case of Rights held
by the Trustee for the benefit of Secure Computing Canada, at the direction of
Secure Computing Canada,
(ii) new Common Share certificates and Exchangeable Share
certificates issued after the Record Date upon transfer or new issuance of the
Common Shares or Exchangeable Shares will contain a notation incorporating by
reference, or in the case of Exchangeable Shares denoting, the Rights Agreement,
and
(iii) the surrender for transfer of any Common Share
certificate, even without such notation or a copy of this Summary of Rights
attached thereto, will also constitute the transfer of the Rights associated
with the Common Shares represented by such certificate.
As promptly as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Shares as of the close of business on the
Distribution Date and to Secure Computing Canada or as Secure Computing Canada
directs and such separate Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on August 15, 2007, unless extended or earlier redeemed or exchanged
by the Company as described below.
The Purchase Price payable, and the number of Preferred Shares 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 Shares,
(ii) upon the grant to holders of the Preferred Shares of
certain rights, options or warrants to subscribe for or purchase Preferred
Shares or convertible securities at less than the then current market price of
the Preferred Shares, or
(iii) upon the distribution to holders of the Preferred
Shares of evidences of indebtedness or assets (excluding regular periodic cash
dividends or dividends payable in Preferred Shares) or of subscription rights or
warrants (other than those described in clause (ii) hereof).
<PAGE>
The number of Preferred Shares issuable upon the exercise of a Right is also
subject to adjustment in the event of a dividend on Common Shares payable in
Common Shares, or a subdivision, combination or consolidation of the Common
Shares.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
the Purchase Price. No fractional Preferred Shares will be issued (other than
fractional shares which are integral multiples of one one-hundredth (subject to
adjustment) of a Preferred Share, which may, at the election of the Company, be
evidenced by depositary receipts) if in lieu thereof a payment in cash is made
based on the closing price (pro-rated for the fraction) of the Preferred Shares
on the last trading date prior to the date of exercise.
In the event that any person or group of affiliated or associated
persons becomes an Acquiring Person (unless such person first becomes an
Acquiring Person pursuant to a tender offer or exchange offer for all
outstanding Common Shares, including Exchangeable Shares, at a price and on
terms determined by the Board of Directors of the Company (prior to any change
in control of the Board of Directors) to be fair to the stockholders and
otherwise in the best interests of the Company and its stockholders and which
the Board of Directors recommends to the stockholders), proper provision shall
be made so that each holder of a Right, other than Rights that are or were
beneficially owned by the Acquiring Person (which will thereafter be void), will
thereafter have the right to receive upon exercise thereof at the then current
exercise price of the Right that number of Common Shares having a market value
of two times the exercise price of the Right, subject to certain possible
adjustments.
In the event that, after the Distribution Date or within 15 days prior
thereto, the Company is acquired in certain mergers or other business
combination transactions (other than a transaction for at least the same
per-share consideration with a person who acquired Common Shares through a
tender offer or exchange offer for all outstanding Common Shares, including
Exchangeable Shares, approved by the Board of Directors in accordance with the
preceding paragraph or any wholly owned subsidiary of any such person) or 50% or
more of the assets or earning power of the Company and its subsidiaries (taken
as a whole) are sold after the Distribution Date or within 15 days prior thereto
in one or a series of related transactions, each holder of a Right (other than
Rights which have become void under the terms of the Rights Agreement) will
thereafter have the right to receive, upon exercise thereof at the then current
exercise price of the Right, that number of common shares of the acquiring
company (or, in certain cases, one of its affiliates) having a market value of
two times the exercise price of the Right.
In certain events specified in the Rights Agreement, the Company is
permitted to temporarily suspend the exercisability of the Rights.
At any time after a person or group of affiliated or associated persons
becomes an Acquiring Person (subject to certain exceptions) and prior to the
acquisition by a person or group of affiliated or associated persons of 50% or
more of the outstanding Common Shares, including
<PAGE>
Exchangeable Shares, the Board of Directors of the Company may exchange all or
part of the Rights (other than Rights which have become void under the terms of
the Rights Agreement) for Common Shares or equivalent securities at an exchange
ratio per Right equal to the result obtained by dividing the exercise price of a
Right by the current per share market price of the Common Shares, subject to
adjustment.
At any time prior to the close of business on the twentieth day after a
public announcement that a person or group of affiliated or associated persons
has become an Acquiring Person, the Board of Directors of the Company may redeem
the Rights in whole, but not in part, at a price of $.001 per Right, subject to
adjustment (the "Redemption Price"), payable in cash; provided, however, that
such redemption may occur after any person becomes an Acquiring Person only if
there has not been a change in control of the Board of Directors of the Company.
The period of time during which the Rights may be redeemed may be extended by
the Board of Directors of the Company if no such change of control has occurred
or if no person has become an Acquiring Person. The redemption of the Rights may
be made effective at such time, on such basis and with such conditions as the
Board of Directors in its sole discretion may establish. The Board of Directors
and the Company shall not have any liability to any person as a result of the
redemption or exchange of the Rights pursuant to the provisions of the Rights
Agreement. The Rights are not exercisable for Common Shares or Preferred Shares,
and the Distribution Date shall not occur, until the Company's right to redeem
the Rights shall have expired.
The terms of the Rights may be amended by the Board of Directors of the
Company, subject to certain limitations after the Distribution Date, without the
consent of the holders of the Rights, including an amendment prior to the date a
person or group of affiliated or associated persons becomes an Acquiring Person
to lower the 15% threshold for exercisability of the Rights to not less than the
greater of (i) the sum of .001% and the largest percentage of the outstanding
Common Shares, including Exchangeable Shares, then known by the Company to be
beneficially owned by any person or group of affiliated or associated persons
(subject to certain exceptions) or (ii) 10%.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.
A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated
August 8, 1997. A copy of the Rights Agreement is available free of charge from
the Company by contacting The Chief Financial Officer at Secure Computing
Corporation, 2675 Long Lake Road, Roseville, Minnesota 55113. This summary
description of the Rights does not purport to be complete and is qualified in
its entirety by reference to the Rights Agreement, which is hereby incorporated
herein by reference.
<PAGE>
Item 7. Exhibits.
4.1 Form of Rights Agreement, dated as of July 24, 1997 among
between Secure Computing Corporation, Norwest Bank Minnesota,
National Association, as Rights Agent, and The Bank of Nova
Scotia Trust Company of New York as Trustee.*
99.1 Press Release dated July 24, 1997.
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* Incorporated by reference to Exhibit 1 to the Company's Registration
Statement on Form 8-A, dated August 8, 1997.
<PAGE>
SIGNATURE
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, thereunto duly authorized.
SECURE COMPUTING CORPORATION
Date: August 8, 1997 By: /s/ Timothy P. McGurran
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Its: Vice President of Operations
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and Chief Financial Officer
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EXHIBIT INDEX
Exhibit No.
4.1 Form of Rights Agreement, dated as of July 24, 1997 among
between Secure Computing Corporation, Norwest Bank Minnesota,
National Association, as Rights Agent, and The Bank of Nova
Scotia Trust Company of New York as Trustee.*
99.1 Press Release dated July 24, 1997
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* Incorporated by reference to Exhibit 1 to the Company's Registration
Statement on Form 8-A, dated August 8, 1997.
EXHIBIT 99.1
CONTACT: Tim McGurran
Secure Computing Corp.
(612) 628-2700
[email protected]
Peter Stack
Fleishman-Hillard, Inc.
(212) 265-9150
[email protected]
SECURE COMPUTING CORPORATION ADOPTS SHARE RIGHTS PLAN
ST. PAUL, MN, JULY 24, 1997 -- The Board of Directors of Secure Computing
Corporation (NASDAQ:SCUR), a leading provider of total network security
solutions, today approved a shareholder rights plan.
Jeff Waxman, chairman and CEO, emphasized that he has no reason to believe
anyone is considering a takeover of the company. "The Board believes that this
plan is a prudent step for Secure as a successful, growing, publicly-traded
company. The shareholder rights plan is intended to increase the likelihood that
the Company's stockholders will realize the long-term value of their investment
in Secure."
Under the plan:
The Company will distribute as a dividend one right for each share of
the Company's common stock outstanding on August 15, 1997. The Company
will also distribute one right for each share of Secure Computing
Canada Ltd. that is exchangeable for common stock of the Company. Each
right will entitle its holder to buy one one-hundredth of a share of a
new series of junior participating preferred stock at an exercise price
of $50.00 subject to adjustment.
The rights are exercisable only if a person or group acquires
beneficial ownership of 15 percent or more of the Company's outstanding
common stock (including exchangeable shares) or announces a tender or
exchange offer which, if completed, would result in that person or
group beneficially owning 15 percent or more of the Company's
outstanding common stock (including exchangeable shares).
The Company will be entitled to redeem the rights at $.001 per right,
subject to adjustment, at any time prior to an acquisition by a person
or group of 15 percent or more of the Company's outstanding common
stock (including exchangeable shares) and -- unless there has been a
change in control of the Company's Board -- during the 20-day period
thereafter (subject to possible extension).
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Following expiration of the redemption period, each right -- except
those held by a 15 percent stockholder or its affiliates or associates,
which become void -- would become exercisable for the Company's common
stock having a market value equal to twice the right's exercise price
(subject to possible adjustments) if a person or group has acquired
beneficial ownership of 15 percent or more of the Company's outstanding
common stock (including exchangeable shares).
A summary of the share rights plan will be distributed in August to all holders
of record of the Company's common stock and exchangeable shares as of August 15,
1997.
Headquartered in St. Paul, MN, Secure Computing is one of the largest network
security companies in the world. Secure Computing's services and comprehensive
suite of interoperable products address every aspect of enterprise network
security, including penetration testing, network security assessment, firewalls,
Internet monitoring and filtering, identification, authentication, authorization
and encryption technologies.
Secure Computing has more than 4,000 customers worldwide, ranging from small
businessess to Fortune 500 companies to government agencies. For more
information, please visit our Web site at www.securecomputing.com.
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Product and service names used within are trademarks, registered trademarks, and
service marks of their respective owners
