PERFORMANCE TECHNOLOGIES, INCORPORATED COMPANY
Filing Type: 8-A12G
Description: Registration Statement
Filing Date: November 8, 2000
Period End: N/A
Primary Exchange: NASDAQ - National Market System
Ticker: PTIX
Data provided by EDGAR Online, Inc. ()
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
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PERFORMANCE TECHNOLOGIES, INCORPORATED
(Exact name of registrant as specified in its charter)
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Address of Principal
State of Incorporation Identification No. Executive Offices Zip Code
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Delaware 16-1158413 315 Science Parkway 14620
Rochester, New York
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class exchange on which to be so registered: None.
Name of each exchange on which to be so registered: None.
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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), check the following box. [ ]
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. [x]
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Securities to be registered pursuant to Section 12(g) of the Act:
Rights to Purchase Series A Junior Participating Preferred Stock
(Title of class)
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Item 1. Description of Registrant's Securities to be Registered.
On October 27, 2000, the Board of Directors of Performance
Technologies, Incorporated (the "Company") declared a dividend distribution of
one Preferred Stock purchase right (a "Right") for each outstanding share of
Common Stock, $.01 par value (the "Common Stock"), of the Company at the close
of business on November 8, 2000 (the "Record Date"). Each Right, if it becomes
exercisable, entitles the registered holder to purchase from the Company $220
worth of Series A Junior Participating Preferred Stock at an initial exercise
price of $110 per Right (the "Exercise Price"), subject to adjustment. The
description and the terms of the Rights are set forth in a Rights Agreement
dated as of November 1, 2000 (the "Rights Agreement"), between the Company and
American Stock Transfer & Trust Company, as rights agent (the "Rights Agent").
Each holder of shares of Common Stock as of the Record Date will
receive a distribution on November 20, 2000 (the "Distribution Date") of one
Right per share of Common Stock in accordance with and pursuant to the Rights
Agreement. A Right will also accompany each share of Common Stock issued
following the Record Date.
Initially, the Rights will not be exercisable or transferable apart
from the shares of Common Stock with respect to which they will be distributed,
and will be evidenced only by the certificates representing such shares of
Common Stock. The Rights will become exercisable and transferable apart from the
Common Stock on a date (the "Separation Date") that is the earlier of (i) the
close of business on the tenth business day after a Stock Acquisition Date,
defined as the first date of a public announcement by the Company that a person
or group of affiliated or associated persons has become an Acquiring Person or
Adverse Person (each as described below), or (ii) the close of business on the
tenth business day following the commencement of, or first public disclosure of
an intention to commence, a tender or exchange offer by any person (other than a
Permitted Offer as described below) if, upon consummation of that offer, such
person would become an Acquiring Person (as described below). The Rights will be
exercisable from the Separation Date until the Expiration Date, which is the
earlier of (i) the close of business on the ten-year anniversary of the date of
the Rights Agreement (the "Final Expiration Date"), (ii) the date the Rights are
redeemed by the Company, (iii) the date the Rights are exchanged by the Company,
or (iv) immediately prior to the effective time of a consolidation, merger or
share exchange of the Company (A) into another corporation or (B) with another
corporation in which the Company is the surviving corporation but Common Stock
is converted into cash and/or securities of another corporation, in each case
pursuant to an agreement entered into by the Company prior to a Stock
Acquisition Date, at which time the Rights will expire.
A person or group becomes an Acquiring Person under the Rights
Agreement when such person or group acquires or obtains the right to acquire
beneficial ownership of 15% or more of the then outstanding shares of the
Company's Common Stock, with certain exceptions described in the Rights
Agreement (including exceptions for shares owned by the Company or a subsidiary
or employee benefit plan of the Company, and for shares owned by any person who
the Board determines inadvertently reached such 15% beneficial ownership level
and who promptly divests sufficient shares such that 15% or greater beneficial
ownership ceases). An Adverse Person under the Rights Agreement is a person who
beneficially owns more than 10% of the then outstanding shares of the Company's
Common Stock and whose ownership of that stock, in the opinion of the Board, is
intended or reasonably likely to cause pressure on the Company to enter into a
transaction which would provide that person with short-term financial gain not
in the Company's best long-term interest or is causing or reasonably likely to
cause a material adverse impact on the Company's business or prospects.
A Permitted Offer under the Rights Agreement is a tender or exchange
offer for all outstanding shares of the Company's Common Stock at a price and on
terms determined, prior to the purchase of shares under such tender or exchange
offer, by at least a majority of the members of the Board who are not officers
of the Company and who are not Acquiring Persons or Adverse Persons to be
adequate and otherwise in the best interests of the Company and its
stockholders.
Prior to the Separation Date, the Rights will not be transferable apart
from the shares of Common Stock to which they are attached. Thus, the surrender
or transfer of any Common Stock certificate prior to that date will also
constitute the transfer of the Rights associated with the shares represented by
such certificate. Until the Separation Date (or earlier redemption, exchange or
expiration of the Rights), new Common Stock certificates issued after the Record
Date, upon transfer or new issuance of shares of Common Stock, will contain a
notation incorporating the Rights Agreement by reference. Until the Separation
Date (or earlier redemption, exchange or expiration of the Rights), the
surrender for transfer of any certificates for shares of Common Stock,
outstanding as of the Record Date, even without such notation or a copy of a
Summary of Rights being attached thereto, will also constitute the transfer of
the Rights associated with the shares of Common Stock represented by such
certificate. As soon as practicable after a Separation Date, separate
certificates evidencing the Rights ("Rights Certificates") will be mailed to
each record holder of shares of Common Stock as of the close of business on such
Separation Date and, in certain circumstances, holders of certain shares issued
after such Separation Date. Until exercised, the holders of Rights will not have
any rights as holders of Preferred Stock, including any rights to vote or
receive dividends on the Preferred Stock.
Upon the tender for or the acquisition of 15% of the Common Stock by an
Acquiring Person or the determination and announcement by the Board that a
person has become an Adverse Person (a "Flip-In Event"), each holder of a Right
will thereafter have the right (the "Flip-In Right") to receive, upon exercise
and payment of the Exercise Price, the number of shares of Preferred Stock
having a market value immediately prior to the Flip-In Event equal to two times
the then current Exercise Price of the Right. Any Right that is (or, in certain
circumstances specified in the Rights Agreement, was) beneficially owned by an
Acquiring Person or Adverse Person (or any of its affiliates or associates, as
defined) will become null and void upon the occurrence of the Flip-In Event.
Cash will be paid in lieu of fractional shares.
For example, at the Exercise Price of $110 per Right, if any person
becomes the Acquiring Person of 15% or more of the outstanding Common Stock of
the Company or is determined to be an Adverse Person, thereafter each Right
(other than Rights owned by such 15% Acquiring Person or Adverse Person or any
of its affiliates or associates, which will have become void) would entitle its
holder to purchase $220 worth of the Company's Preferred Stock for $110.
Assuming that each one one-thousandth share of Preferred Stock is the economic
equivalent of one share of Common Stock and further assuming that the Common
Stock had a per share value of $11.00 at such time, each Right would effectively
entitle its holder to purchase twenty one-thousandth shares of the Company's
Preferred Stock for $110.
If, at any time following a Flip-in Event, either (i) the Company is
acquired in a merger or other business combination transaction, the Acquiring
Person or Adverse Person controls the Board of the Company and either (A) the
investment of the shares owned by those other than the Acquiring Person or
Adverse Person are not identified to the shares owned by the Acquiring Person or
Adverse Person or (B) the transaction is with the Acquiring Person or Adverse
Person or a related party; or (ii) the Company sells or otherwise transfers more
than 50% of its aggregate assets or earning power to a related party if approved
by Company after the Acquiring Person or Adverse Person controls the Board of
the Company, each holder of a Right (except Rights previously voided as
described above) will thereafter have the right (the "Flip-Over Right") to
receive, upon exercise, shares of common stock of the Acquiring Person or
Adverse Person having a value equal to twice the Exercise Price of the Right.
The Flip-Over Right will be exercisable apart from, and regardless of the
exercise or surrender of, the Flip-In Right.
At any time prior to the close of business on the tenth business day
following a public announcement that a party is an Acquiring Person or Adverse
Person, the Board may redeem the Rights in whole but not in part at a Redemption
Price of $.001 per Right. Immediately upon any redemption of the Rights, the
right to exercise the Rights will terminate and the only right of the holders of
Rights will be to receive the Redemption Price.
At any time after a Flip-in Event, the Board may exchange the Rights
(other than Rights owned by such Acquiring Person or Adverse Person or any of
its affiliates or associates which have become void), in whole or in part, for
Common Stock at an exchange ratio of one share of Common Stock per Right.
The Exercise 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, options or warrants to subscribe for or purchase Common Stock at
a price, or securities convertible into Preferred Stock with a conversion price,
less than the then current market price of the Common Stock, or (iii) upon the
distribution to holders of the Preferred Stock of evidences of indebtedness or
assets (excluding regular periodic cash dividends paid out of earnings or
retained earnings or dividends payable in shares of Preferred Stock) or of
subscription rights or warrants (other than those referred to above). The number
of Rights associated with each share of Common Stock is also subject to
adjustment in the event of a stock split of the Common Stock or stock dividend
on the Common Stock payable in Common Stock or subdivisions, consolidations or
combinations of the Common Stock occurring, in any such case, prior to the
Separation Date.
The Rights Agreement contemplates that the Company will reserve a
sufficient number of authorized but unissued shares of Preferred Stock to permit
the exercise of the right to exchange the Rights should the Rights become
exercisable. The Board may (and under certain circumstances is obligated to)
issue other equity securities or assets upon the exercise of the Rights if
sufficient shares of Preferred Stock are not available for issuance should the
Rights become exercisable. The Board may make adequate provision to substitute
for the shares of stock which are not available for issuance upon exercise of
such Rights either cash, other equity securities of the Company (including,
without limitation, shares of preferred stock of the Company), debt securities
of the Company, other assets, or a combination of the foregoing, having an
aggregate value (as determined by a majority of the Board after receiving advice
from a nationally recognized investment banking firm) equal to the value of the
shares of Preferred Stock unavailable for issuance upon exercise of the Rights.
In addition, the Board, subject to certain limitations, may amend the Rights to
change the Exercise Price and therefore the number of shares of Preferred Stock
issuable upon exercise of the Rights. If the Company does not take such action
within 30 days following the later of a Flip-In Event or the date on which the
Company's right of redemption with respect to the Rights expires, then the
Company will be required to deliver cash as the substitute for the unavailable
authorized shares of Preferred Stock.
The Rights Agreement final expiration date is ten years from the date
of its adoption. However, a committee of the Company's Directors who are neither
officers, employees or affiliates of the Company will review the Rights Plan at
least every three years and, if a majority of these Directors deems it
appropriate, may recommend a modification or termination of the Rights
Agreement.
The Rights Agreement final expiration date is ten years from the Record
Date. However, a committee of the Company's Directors who are neither officers,
employees or affiliates of the Company will review the Rights Plan at least
every three years and, if a majority of these Directors deems it appropriate,
may recommend a modification or termination of the Rights Agreement.
A copy of the Rights Agreement has been filed as an exhibit to this
Registration Statement. 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.
Item 2. Exhibits.
4.1 Rights Agreement dated as of November 1, 2000, between the
Registrant and American Stock Transfer & Trust Company, which includes as
exhibits, the form of Rights Certificate and the Summary of Rights.
20.1 Proposed letter to Performance Technologies, Incorporated
stockholders to be dated and sent November 17, 2000.
99.1 Press Release.
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.
PERFORMANCE TECHNOLOGIES, INCORPORATED
Date: November 8, 2000 By: s/ Donald L. Turrell
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President
(Duly Authorized Officer)
