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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
August 17, 1999
PUROFLOW INCORPORATED
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(Exact name of Registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-5622 13-1947195
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(Commission File Number) (I.R.S. Employer Identification No.)
16559 Saticoy Street, Van Nuys, California 91406-1739
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (818) 756-1388
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Item 5. Other Events
Puroflow Incorporated, a Delaware corporation, is filing this Current
Report on Form 8-K solely to correct an inadvertent and incorrect reference
to Family Bargain Corporation located in the last paragraph of Item 1 of the
Registration Statement on Form 8-A filed by Puroflow (the "Registration
Statement"), on June 3, 1999 with the Securities and Exchange Commission. To
correct this typographical error, Item 1 of the Registration Statement is
herein amended and restated in its entirety. Other than the amendment to the
last paragraph of Item 1 of the Registration Statement correcting this
typographical error, Item 1 of the Registration Statement, and the remainder
of the Registration Statement, remains unchanged and in full force and
effect.
"Item 1. Description of Securities to be Registered.
On May 28, 1999, the Board of Directors of Puroflow
Incorporated, a Delaware corporation (the "CORPORATION"), declared a
dividend distribution of one preferred share purchase right (a "Right ")
for each outstanding share of Common Stock, par value $.01 per share
(the "COMMON SHARES"), of the Corporation. The dividend is payable to
the stockholders of record as of 5:00 P.M., Eastern Standard Time, on
June 7, 1999 (the "RECORD DATE"), and with respect to Common Shares
issued thereafter until the Distribution Date (as defined below) and, in
certain circumstances, with respect to Common Shares issued after the
Distribution Date. Except as set forth below, each Right, when it
becomes exercisable, entitles the registered holder to purchase from the
Corporation one one-thousandth of a share of Series A Junior
Participating Preferred Stock, par value $.10 per share (the "PREFERRED
SHARES") at a price of $5.00 per one one-thousandth of a Preferred Share
(the "PURCHASE PRICE"), subject to adjustment. The description and terms
of the Rights are set forth in the Rights Agreement.
Initially, the Rights will be attached to all certificates
representing Common Shares then outstanding, and no separate Right
Certificates (as hereinafter defined) will be distributed. The Rights
will separate from the Common Shares on the earliest to occur of (i) the
first date of public announcement after May 28, 1999 that a person or
"group" has acquired beneficial ownership of 17.5% or more of the
outstanding Common Shares (except pursuant to a Permitted Offer, as
hereinafter defined); or (ii) 10 business days (or such later date as
the Board may determine) following the commencement of, or announcement
of an intention to commence, a tender offer or exchange offer the
consummation of which would result in a person or group becoming an
Acquiring Person (as hereinafter defined) (the earliest of such dates
being called the "DISTRIBUTION DATE "). A person or group whose
acquisition of Common Shares causes a Distribution Date pursuant to
clause (i) above is an "ACQUIRING PERSON." The first date of public
announcement that a person or group has become an Acquiring Person is
the "SHARES ACQUISITION DATE." "DISINTERESTED DIRECTORS" are directors
who are not officers of the Corporation and who are not Acquiring
Persons or their affiliates, associates or representatives of any of
them, or any Person who directly or indirectly was proposed or nominated
as a director of the Corporation by a Transaction Person (as defined
below).
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The Rights Agreement provides that, until the Distribution
Date, the Rights will be transferred with and only with the Common
Shares. Until the Distribution Date (or earlier redemption or expiration
of the Rights) new Common Share certificates issued after the Record
Date upon transfer or new issuance of Common Shares will contain a
notation incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the Rights),
the surrender for transfer of any certificates for Common Shares
outstanding as of the Record Date, even without such notation, will also
constitute the transfer of the Rights associated with the Common Shares
represented by such certificate. As soon 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 each
initial record holder of certain Common Shares issued after the
Distribution Date), and such separate Right Certificates alone will
evidence the Rights.
The Rights are not exercisable until the Distribution Date
and will expire at 5:00 P.M., New York City time, on May 28, 2001,
unless earlier redeemed by the Corporation as described below.
In the event that any person becomes an Acquiring Person
(except pursuant to a Permitted Offer as defined below), each holder of
a Right will have (subject to the terms of the Rights Agreement) the
right (the "FLIP-IN RIGHT") to receive upon exercise the number of
Common Shares, or, in the discretion of the Board of Directors, of
one-thousandth of a Preferred Share (or, in certain circumstances, other
securities of the Corporation) having a value (immediately prior to such
triggering event) equal to two times the exercise price of the Right.
Notwithstanding the foregoing, following the occurrence of the event
described above, all Rights that are, or (under certain circumstances
specified in the Rights Agreement) were, beneficially owned by any
Acquiring Person or any affiliate or associate thereof or by any
Director of the Corporation in office on the date of the Rights
Agreement will be null and void. A "Permitted Offer" is a tender or
exchange offer for all outstanding Common Shares which is at a price and
on terms determined, prior to the purchase of shares under such tender
or exchange offer, by a majority of Disinterested Directors to be
adequate (taking into account all factors that such Disinterested
Directors deem relevant) and otherwise in the best interests of the
Corporation, its stockholders and its other relevant constituencies
(other than the person or any affiliate or associate thereof on whose
basis the offer is being made) taking into account all factors that such
directors may deem relevant.
In the event that, at any time following the Shares
Acquisition Date, (i) the Corporation is acquired in a merger or other
business combination transaction in which the holders of all of the
outstanding Common Shares immediately prior to the consummation of the
transaction are not the holders of all of the surviving corporation's
voting power, or (ii) more than 50% of the Corporation's assets or
earning power is sold or transferred, in either case with or to an
Acquiring Person or any affiliate or associate or any other person in
which such Acquiring Person, affiliate or associate has an interest or
any person acting on behalf of or in concert with such Acquiring Person,
affiliate or associate, or, if in such transaction all holders of Common
Shares are not treated alike,
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then each holder of a Right (except Rights which previously have been
voided as set forth above) shall thereafter have the right (the
"FLIP-OVER RIGHT") to receive, upon exercise, common shares of the
acquiring company having a value equal to two times the exercise price
of the Right.
The Purchase Price payable, and the number of one
thousandths of a Preferred Share or other securities 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
or warrants to subscribe for or purchase Preferred Shares at a price, or
securities convertible into Preferred Shares with a conversion price,
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 quarterly cash dividends) or
of subscription rights or warrants (other than those referred to above).
The Purchase Price is also subject to adjustment in the
event of a stock split of the Common Shares or a stock dividend on the
Common Shares payable in Common Shares or subdivisions, consolidations
or combinations of the Common Shares occurring, in any such case, prior
to the Distribution Date.
With certain exceptions, no adjustment in the Purchase
Price will be required until cumulative adjustments require an
adjustment of at least 1% in such Purchase Price. No fractional
one-thousandths of a Preferred Share will be issued and in lieu thereof,
an adjustment in cash will be made based on the market price of the
Preferred Shares on the last trading day price to the date of exercise.
Preferred Shares purchasable upon exercise of the Rights
will not be redeemable. Each Preferred Share will be entitled to a
minimum preferential quarterly dividend payment of $1.00 per share but,
if greater, will be entitled to an aggregate dividend per share of 1000
times the dividend declared per Common Share. In the event of
liquidation, the holders of the Preferred Shares will be entitled to a
minimum preferential liquidation payment of $1.00 per share; thereafter,
and after the holders of the Common Shares receive a liquidation payment
of $0.001 per share, the holders of the Preferred Shares and the holders
of the Common Shares will share the remaining assets in the ratio of one
thousand to 1 (as adjusted) for each Preferred Share and Common Share so
held, respectively. Finally, in the event of any merger, consolidation
or other transaction in which Common Shares are exchanged, each
Preferred Share will be entitled to receive one thousand times the
amount received per Common Share. These rights are protected by
customary antidilution provisions. In the event that the amount of
accrued and unpaid dividends on the Preferred Shares is equivalent to at
least six full quarterly dividends, the holders of the Preferred Shares
shall have the right, voting as a class, to elect two directors in
addition to the directors elected by the holders of the Common Shares
until all cumulative dividends on the Preferred Shares have been paid
through the last quarterly dividend payment date or until non-cumulative
dividends have been paid regularly for at least one year.
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At any time prior to the earlier to occur of (i) a person
becoming an Acquiring Person or (ii) the expiration of the Rights, the
Corporation may redeem the rights in whole, but not in part, at a price
of $.001 per Right (the "REDEMPTION PRICE"), which redemption shall be
effective upon the action of the Board of Directors. Additionally, the
Corporation may redeem the then outstanding Rights in whole but not in
part, at the Redemption Price after the triggering of the Flip-in Right
and before the expiration of any period during which the Flip-in Right
may be exercised in connection with a merger or other business
combination transaction or series of transactions involving the
Corporation in which all holders of Common Shares are treated alike but
not involving a Transaction Person (as defined below). Upon the
effective date of the 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.
Until a Right is exercised, the holder thereof, as such,
will have no rights as a stockholder of the Corporation, including,
without limitation, the right to vote or to receive dividends. While the
distribution of the Rights will not be taxable to stockholders of the
Corporation, stockholders may, depending upon the circumstances,
recognize taxable income should the Rights become exercisable or upon
the occurrence of certain events thereafter.
The Rights have certain anti-takeover effects. The Rights
will cause substantial dilution to a person or group that attempts to
acquire the Corporation without conditioning the offer on (i) the Rights
being redeemed, (ii) a substantial number of Rights being acquired or
(iii) the offer being deemed a "Permitted Offer" under the Rights
Agreement. However, the Rights should not interfere with any merger or
other business combination in connection with a Permitted Offer or that
is approved by the Corporation because the Rights are redeemable under
certain circumstances.
Attached hereto as Exhibit 1 and incorporated herein by
reference are a copy of the Rights Agreement, dated as of May 28, 1999,
between the Corporation and Continental Stock Transfer & Trust Company,
as Rights Agent, specifying the terms of the Rights, and the exhibits
thereto, as follows: Exhibit A -- Certificate of Designation,
Preferences and Rights of Series A Junior Participating Preferred Stock
of Puroflow Incorporated; Exhibit B -- Form of Right Certificate; and
Exhibit C --Summary of Rights to Purchase Preferred Shares. The
foregoing description of the Rights is qualified by reference to the
Rights Agreement and the exhibits thereto.
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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 hereunto duly authorized.
PUROFLOW INCORPORATED
By: /s/ Michael H. Figoff
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Michael H. Figoff
President and Chief Executive Officer
Dated: August 17, 1999
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