FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of the
Securities Exchange Act of 1934
Exigent International, Inc.
(Exact name of registrant as specified in its charter)
Delaware 59-3379927
(State of Incorporation) (IRS Employer
Identification Number)
1225 Evans Road
Melbourne, Florida 32904-2314
(407) 952-7550
(Address of principal office)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of exchange on which
to be so registered each class is to be registered
- ---------------------- -----------------------------------
Rights to Purchase Preferred Stock Chicago Stock Exchange
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. [X]
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), please check the following box. [_]
Securities Act registration statement file number to which this form
relates _________ (if applicable).
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
On October 27, 1998, the Board of Directors of Exigent International, Inc.
(the "Company") adopted a Shareholder Rights Plan (the "Rights Plan"). The
purpose of the Rights Plan is to deter certain coercive takeover tactics and
enable the Board of Directors to represent effectively the interests of
shareholders in the event of a takeover attempt. The Rights Plan does not deter
negotiated mergers or business combinations that the Board of Directors
determines to be in the best interests of the Company and its shareholders.
To implement the Rights Plan the Board of Directors declared a dividend of
one preferred share purchase right (a "Right") for each share of common stock
(the "Common Shares") of the Company outstanding at the close of business on
November 17, 1998 (the "Record Date") and beneficially owned by a United States
citizen or, in the case of a non-individual shareholder, an entity which is
incorporated or otherwise organized in the United States (an "Eligible
Shareholder"), or issued to an Eligible Shareholder on or after such date
(whether originally issued or delivered from the Company's treasury) and prior
to the earlier of the Distribution Date, the Redemption Date or the Final
Expiration Date (as such terms are defined in the Rights Agreement). The
dividend will be paid on November 17, 1998 to Eligible Shareholders of record on
that date. Each Right entitles the registered holder to purchase from the
Company one one-thousandth of a share of Series B Junior Participating Preferred
Stock of the Company, par value $0.01 per share (the "Preferred Shares"), at a
price of $16.00 per one one-thousandth of a Preferred Share, subject to
adjustment. The description and terms of the Rights will be set forth in a
Rights Agreement (the "Rights Agreement") between the Company and Reliance Trust
Company, as Rights Agent.
Initially and until a Distribution Date (as defined below) occurs, the
Rights are attached to all Common Shares and no separate Rights certificates
will be issued. During this initial period,
the Rights are not exercisable;
the Rights are transferred with the Common Shares and are not
transferable separately from the Common Shares;
new Common Shares certificates or book entry shares issued will
contain a notation incorporating the Rights Agreement by reference;
and
the transfer of any Common Shares will also constitute the transfer of
the Rights associated with those Common Shares.
The Distribution Date is the earlier to occur of the following two events
(or such later date as may be determined by the Board of Directors, upon
approval by a majority of Continuing Directors as defined below):
the tenth day after a public announcement that a person or group of
affiliated or associated persons has acquired 15% or more of the
outstanding Common Shares (thereby becoming an "Acquiring Person"
under the Rights Plan); or
the tenth business day (or such later date as may be determined by the
Board of Directors of the Company) after the commencement or
announcement of a tender or exchange offer by a person or group for
15% or more of the outstanding Common Shares.
Acquisitions by the following persons will not result in the person
becoming an Acquiring Person: The Company, any subsidiary or employee benefit
plan of the Company, Shareholders owning 15% or more of the Common Shares as of
the Record Date (until such time as any such shareholder acquires an additional
15% of the Common Shares) or any other person approved in advance by the Board
of Directors.
Separate certificates evidencing the Rights will be mailed to Eligible
Shareholders of record on the "Distribution Date". After the Distribution Date,
the Rights will be tradable separately from the Common Shares. After the
Distribution Date and after the Company's right to redeem (as described below)
has expired, the Rights will be exercisable in two different ways depending on
the circumstances as set forth below.
If a person or group acquires 15% or more of the outstanding Common Shares
(thereby becoming an Acquiring Person) and the Company's redemption right has
expired, each holder of a Right (except those held by the Acquiring Person and
its affiliates and associates) will have the right to purchase, upon exercise,
Common Shares having a value equal to two times the exercise price of the Right.
In other words, the Rights holders other than the Acquiring Person may purchase
Common Shares at a 50% discount. For example, at the exercise price of $16.00
per Right each Right not owned by an Acquiring Person would entitle its holder
to purchase $32.00 worth of Common Shares (or other consideration, as noted
above) for $16.00. Assuming a value of $3.50 per Common Share at such time, the
holder of each valid Right would be entitled to purchase nine Common Shares for
$16.00.
Alternatively, if, in a transaction not approved by the Board of Directors,
the Company is acquired in a merger or other business combination or 50% or more
of its assets or earning power are sold after a person or group has become an
Acquiring Person, and the Company's redemption right has expired, proper
provision will be made so that each holder of a Right will hereafter have the
right to purchase, upon exercise, that number of shares of common stock of the
acquiring company as have a market value of two times the exercise price of the
Right. In other words, a Rights holder may purchase the acquiring company's
common stock at a 50% discount.
At any time after any person or group becomes an Acquiring Person and
before the Acquiring Person acquires 60% or more of the outstanding Common
Shares, the Board of Directors may exchange the Rights (other than Rights owned
by the Acquiring Person which will become void), in whole or in part, at an
exchange ratio of one Common Share, or one one-thousandth of a Preferred Share
(or of a share of a class or series of the Company's preferred stock having
equivalent rights, preferences and privileges), per Right (subject to
adjustment).
The Rights are redeemable by the Company in whole but not in part at a
price of $.01 per Right at any time up to and including the tenth day after the
time that a person or a group has become an Acquiring Person subject to
extension of this redemption period by the Board of Directors. Immediately upon
redemption the right to exercise will terminate and the only right of holders
will be to receive the redemption price. The Rights will expire on October 26,
2008 unless the expiration date is extended by amendment as described below or
unless the Rights are earlier redeemed or exchanged by the Company as described
above.
As long as the Rights are redeemable, the terms of the Rights may be
amended by the Board of Directors in its discretion without the consent of the
Rights holders. After that time, no amendment may adversely affect the interests
of the Rights holders (other than the Acquiring Person).
Because of the nature of the Preferred Shares' dividend, liquidation and
voting rights, the value of the one one-thousandth interest in a Preferred Share
that may be purchased upon exercise of each Right should approximate the value
of one common share.
Until a Right is exercised, a Rights holder, as such, will have no rights
as a stockholder of the Company, including, without limitation, the right to
vote or to receive dividends.
Item 2. Exhibits.
Exhibit
Number
Exhibit Title
4.1 Form of Rights Agreement, to be executed between the Company and
Reliance Trust Company, including the Form of Certificate of
Designation of Series B 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, is incorporated
by reference to Exhibit 4.1 of the Company's Current Report on Form
8-K filed on November 2, 1998 (SEC File No. 001-13519).
<PAGE>
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.
Exigent International, Inc.
Date: November 4, 1998
By: /s/ Bernard R. Smedley
------------------------------------
Bernard R. Smedley
Chief Executive Officer
