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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
(Amendment No. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SCPIE HOLDINGS INC.
(Exact name of registrant as specified in its charter)
Delaware 95-4457980
(State of incorporation or organization) (IRS Employer
Identification No.)
9441 West Olympic Boulevard, 90213
Beverly Hills, California (Zip Code)
(Address of principal executive offices)
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
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Preferred Stock New York Stock Exchange, Inc.
Purchase Rights
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Securities to be Registered
This Amendment No. 1 to Registration Statement on Form 8-A corrects a
misstatement of the par value of Preferred Stock set forth on a Registration
Statement on Form 8-A declared effective by the Securities and Exchange
Commission on May 22, 1997, as follows:
The Board of Directors of SCPIE Holdings Inc. (the "Company") as of May
13, 1997, declared a dividend of one right (the "Rights") on each outstanding
share of Company common stock, $.0001 par value per share (the "Common Stock"),
payable to stockholders of record on June 3, 1997. Each Right represents the
right to purchase one one-hundredth of a share of Series A Junior Participating
Preferred Stock, $1.00 par value per share (the "Preferred Stock"). Each Right
will entitle the holder thereof after the Rights become exercisable and until
May 12, 2007 (or the earlier redemption, exchange or termination of the Rights),
to buy one one-hundredth of a share of Preferred Stock at an exercise price of
$80.00, subject to certain antidilution adjustments (the "Purchase Price"). The
Rights will be represented by the Common Stock certificates and will not be
exercisable or transferable apart from the Common Stock until the earlier of (i)
the tenth day after the public announcement that a Person or group has become an
Acquiring Person (a Person who has acquired, or obtained the right to acquire,
beneficial ownership of 20% or more of the Common Stock ), or (ii) the tenth day
after a Person or group commences, or announces an intention to commence, a
tender or exchange offer, the consummation of which would result in the
beneficial ownership by a Person or group of 20% or more of the Common Stock
(the earlier of (i) and (ii) being called herein the "Distribution Date"). The
Board of Directors has the power, under certain circumstances, to postpone the
Distribution Date. Separate certificates representing the Rights will be mailed
to holders of the Common Stock as of the Distribution Date. The Rights will
first become exercisable on the Distribution Date, unless earlier redeemed or
exchanged, and may then begin trading separately from the Common Stock. The
Rights will at no time have any voting rights.
In the event that a Person were to become an Acquiring Person or if the
Company were the surviving corporation in a merger and its Common Stock were
not changed or exchanged, each holder of a Right, other than Rights that are or
were acquired or beneficially owned by the Acquiring Person (which Rights will
thereafter be void), will thereafter have the right to receive upon exercise
that number of shares of Common Stock having a market value of two times the
exercise price of one Right. In the event that the Company were acquired in a
merger or other business combination transaction or more than 50% of its assets
or earning power were sold, proper provision shall be made so that each holder
of a Right shall thereafter have the right to receive, upon exercise thereof,
that number of shares of common stock of the acquiring company which at the
time of such transaction would have a market value of two times the exercise
price of one Right.
At any time after a Person has become an Acquiring Person and prior to
the acquisition of 50% or more of the then-outstanding Common Stock by such
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Acquiring Person, the Board of Directors may cause the Company to acquire the
Rights (other than Rights owned by an Acquiring Person which have become void),
in whole or in part, in exchange for that number of shares of Common Stock
having an aggregate value equal to the excess of the value of the Common Stock
issuable upon exercise of a Right after a Person becomes an Acquiring Person
over the Purchase Price.
The Rights are redeemable at $0.01 per Right prior to the close of
business on the tenth day following the public announcement that a Person or
group has become an Acquiring Person. The Board of Directors has the power,
under certain circumstances, to extend the ten-day redemption period. The
Rights will expire on May 12, 2007 (unless earlier redeemed or exchanged).
ChaseMellon Shareholder Services, LLC is the Rights Agent. Under certain
circumstances set forth in the Rights Agreement, the decision to redeem or to
lengthen or shorten the redemption period shall require the concurrence of a
majority of the Continuing Directors (as defined in the Rights Agreement).
The Purchase 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 Shares, (ii) upon the grant to holders of the Preferred Shares of
certain rights, options or warrants to subscribe for or purchase the Preferred
Shares or convertible securities at less than the current market price of the
Preferred Shares, or (iii) upon the distribution to holders of the Preferred
Shares of evidences of indebtedness, securities or assets (excluding regular
periodic cash dividends at a rate not in excess of 125% of the last regular
periodic cash dividend theretofore paid or, in case regular periodic dividends
have not theretofore been paid, at a rate not in excess of 50% of the average
net income per share of the Company for the four quarters ended immediately
prior to the payment of such dividend, or dividends payable in the Preferred
Shares (which dividends shall be subject to adjustment pursuant to (i) above)
or convertible securities, or of subscription rights or warrants (other than
those referred to above). No adjustments in the Purchase Price will be required
until cumulative adjustments require an adjustment of at least 1% in such
Purchase Price.
As of May 8, 1997, there were 12,794,652 shares of Common Stock
outstanding. One Right will be distributed to stockholders of the Company for
each share of Common Stock owned of record by them on June 3, 1997. As long as
the Rights are attached to the Common Stock, the Company will issue one Right
with each new share of Common Stock so that all such shares will have attached
Rights. Two Hundred Fifty Thousand (250,000) shares of Preferred Stock have
been reserved for issuance upon exercise of the Rights.
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The Rights have certain anti-takeover effects. The Rights will
cause substantial dilution to a person or group that attempts to acquire the
Company on terms not approved by the Company's Board of Directors, except
pursuant to an offer conditioned on a substantial number of Rights being
acquired. The Rights should not interfere with any merger or other business
combination approved by the Board of Directors prior to ten days after the time
that a Person or group has become an Acquiring Person as the Rights may be
redeemed by the Company at $0.01 per Right prior to such time.
The Rights Agreement, dated as of May 13, 1997, between the Company
and the Rights Agent specifying the terms of the Rights, the text of the press
release announcing the declaration of the Rights, and the form of a letter to be
sent to the holders of the Company's Common Stock, dated June 3, 1997,
explaining the Rights, are attached hereto as exhibits and are incorporated
herein by reference. The foregoing description of the Rights is qualified by
reference to such exhibits.
Item 2. Exhibits
1. Rights Agreement dated as of May 13, 1997 between SCPIE Holdings Inc.
and ChaseMellon Shareholder Services, LLC, which includes Certificate
of Designations of Series A Junior Participating Preferred Stock as
Exhibit A, the form of Right Certificate as Exhibit B and the Summary
of Rights to Purchase Preferred Shares as Exhibit C.*
2. Text of Press Release, dated May 14, 1997.*
3. Form of Letter to the holders of SCPIE Holdings Inc. Common Stock,
dated June 3, 1997.*
*Previously filed.
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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 hereunto duly authorized.
SCPIE HOLDINGS INC.
Dated: May 8, 1998 By /s/ DONALD J. ZUK
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Donald J. Zuk
President and CEO
EXHIBIT INDEX
1. Rights Agreement dated as of May 13, 1997 between SCPIE Holdings Inc.
and ChaseMellon Shareholder Services, LLC, which includes Certificate
of Designations of Series A Junior Participating Preferred Stock as
Exhibit A, the form of Right Certificate as Exhibit B and the Summary
of Rights to Purchase Preferred Shares as Exhibit C.*
2. Text of Press Release dated May 14, 1997.*
3. Form of Letter to the holders of SCPIE Holdings Inc. Common Stock
dated June 3, 1997.*
* Previously filed.
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