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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
QUEST EDUCATION CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 65-0038445
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(State of incorporation) (I.R.S. Employer
or organization) Identification No.)
1400 HEMBREE ROAD, SUITE 100
ROSWELL, GEORGIA 30076
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(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class
to be so registered is to be registered
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NONE NONE
Securities to be registered pursuant to Section 12(g) of the Act:
PREFERRED SHARE
PURCHASE RIGHTS
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(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On May 14, 1999, the Board of Directors of Quest Education Corporation
(the "Company"), adopted the Company's Preferred Share Purchase Rights Plan (the
"Rights Plan") and declared a dividend distribution of one (1) preferred share
purchase right (a "Right") for each outstanding share of common stock, par value
$0.01 per share (the "Common Stock"), of the Company to shareholders of record
at the close of business on May 21, 1999. Each Right entitles the registered
holder to purchase from the Company one one-thousandth of a share of the
Company's Series A Junior Participating Preferred Stock (the "Preferred Shares")
(or in certain circumstances, cash, property or other securities) at a price of
$80.00 per one one-thousandth of a Preferred Share (the "Purchase Price"),
subject to adjustment. The purpose of this Registration Statement is to register
the Rights.
Right to Purchase Company Stock ("Flip-In")
In the event that any person or group of affiliated or associated
persons acquires beneficial ownership of 15% or more (with certain exceptions)
of the outstanding shares of Common Stock (an "Acquiring Person"), each holder
of a Right, other than Rights beneficially owned by the Acquiring Person (which
will thereafter be void), will thereafter have the right to receive upon
exercise that number of Common Shares having a market value of two times the
exercise price of the Right. Issuances (and consequent beneficial ownership) of
Common Stock (at or in excess of such 15% threshold) by the Company in
connection with certain acquisition transactions effected by the Company and
approved by the Board of Directors are excepted from this provision, in addition
to several other exceptions from the definition of "Acquiring Person."
Right to Purchase Acquiring Person Stock ("Flip-Over")
If the Company is acquired in a merger or other business combination
transaction or 50% or more of its consolidated assets or earning power are sold
after a person or group has become an Acquiring Person, each holder of a Right
(other than Rights beneficially owned by the Acquiring Person, which will be
void) will thereafter have the right to receive that number of shares of common
stock of the acquiring company which at the time of such transaction will have a
market value of two times the exercise price of the Right.
Distribution Date
The Distribution Date is the earlier of:
(i) 10 days following a public announcement that a person or group
of affiliated or associated persons have acquired beneficial ownership of 15% or
more of the outstanding shares of Common Stock; or
(ii) 10 business days (or such later date as may be determined by
action of the Board of Directors of the Company prior to such time as any person
or group of affiliated persons becomes an Acquiring Person) following the
commencement of, or announcement of an intention to make, a tender offer or
exchange offer the consummation of which would result in the
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beneficial ownership by a person or group of 15% or more of the outstanding
shares of Common Stock.
Transfer and Detachment
Until the Distribution Date, the Rights will be evidenced, with respect
to any of the Common Stock certificates outstanding as of the Record Date, by
such Common Stock certificates. Until the Distribution Date (or earlier
redemption or expiration of the Rights), the Rights will be transferred with and
only with the shares of Common Stock; no separate rights certificates will be
issued and the transfer of Common Stock certificates will also constitute
transfer of the Rights.
As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Rights Certificates") will be mailed to
holders of record of the shares of Common Stock as of the close of business on
the Distribution Date, and such separate Right Certificates alone will
thereafter evidence the Rights.
Exercisability
The Rights are not exercisable until the Distribution Date. The Rights
will expire on May 14, 2009 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are earlier redeemed or
exchanged by the Company, in each case, on the terms and conditions set forth in
the Rights Plan (as described below).
Adjustments
The Purchase Price payable, and the number of Preferred Shares or
shares of Common Stock or other securities or property issuable, upon exercise
of the Rights are subject to adjustment from time to time to prevent dilution in
the event of stock dividends, stock splits, reclassifications, or certain
distributions with respect to the Common Stock. The number of outstanding Rights
and the number of Preferred Shares or shares of Common Stock issuable upon
exercise of each Right are also subject to adjustment if, prior to the
Distribution Date, there is a stock split of the Common Stock or a stock
dividend on the Common Stock payable in shares of Common Stock or subdivisions,
consolidations or combinations of the Common Stock. With certain exceptions, no
adjustment in the Purchase Price will be required until cumulative adjustments
require an adjustment of at least 1.0% in such Purchase Price. No fractional
shares will be issued (other than integral multiples of one one-thousandth of a
Preferred Share) and, in lieu thereof, an adjustment in cash will be made based
on the market price of the Preferred Shares or Common Stock, as the case may be,
on the last trading day prior to the date of exercise.
Preferred Shares
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 will be entitled to an
aggregate dividend of 1,000 times the dividend declared per share of Common
Stock. 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 but
will be entitled to an
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aggregate payment of 1,000 times the payment made per share of Common Stock.
Each Preferred Share will have 1,000 votes, voting together with the Common
Stock. Finally, in the event of any merger, consolidation or other transaction
in which Common Stock is exchanged, each Preferred Share will be entitled to
receive 1,000 times the amount received per share of Common Stock. These rights
are protected by customary antidilution provisions.
The value of the one one-thousandth interest in a Preferred Share
purchasable upon exercise of each Right should, because of the nature of the
Preferred Shares' dividend, liquidation and voting rights, approximate the value
of one share of Common Stock.
Exchange
At any time after any person or group becomes an Acquiring Person, and
prior to the acquisition by any such person or group of 50% or more of the
outstanding shares of Common Stock, the Board of Directors of the Company may
exchange the Rights (other than Rights owned by the Acquiring Person, which will
have become void), in whole or in part, for shares of Common Stock, at an
exchange ratio of one share of Common Stock (or one one-thousandth of a
Preferred Share) per Right (subject to adjustment).
Redemption
At any time prior to any person or group becoming an Acquiring Person,
the Board of Directors of the Company may redeem the Rights, in whole but not in
part, at a price of $.005 per Right (the "Redemption Price"). If, however, such
redemption is authorized on or after the date of a change (resulting from a
proxy contest or consent solicitation) in a majority of the directors in office,
then such redemption must be approved by a majority of Independent Directors (as
defined in the Rights Plan), if any, and by a majority of the full board of
directors. The redemption of the Rights may be made effective at such time on
such basis with such conditions as the Board of Directors in its sole discretion
may establish. 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.
Amendments
The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights, including an amendment
to lower the "15%" thresholds described above to not less than the greater of
(i) the sum of .001% and the largest percentage of the outstanding shares of
Common Stock then known to the Company to be beneficially owned by any person or
group of affiliated or associated persons and (ii) 10%, except that from and
after such time there is an Acquiring Person no such amendment may adversely
affect the interests of the holders of the Rights, and any amendment must be
approved by a majority of Independent Directors, if any, and by a majority of
the full Board.
Interpretation; Board Approvals
The Board of Directors of the Company has the sole authority to
administer the Rights Plan and to exercise all rights and powers granted to the
Board or to the Company, or as are
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advisable in the administration of the Rights Plan, including the power to (i)
interpret the provisions of the Rights Plan and (ii) make all determinations
appropriate for the administration of the Rights Plan (including a determination
to redeem or not redeem the Rights, to exchange the Rights or to amend the
Rights Plan). All such interpretations and determinations in good faith are
final and binding on the parties (including the Rights holders) and do not
subject the Board (or the directors) to any liability to the holders of Rights.
In the event a vote, approval or determination of the Board of Directors
(including a determination to redeem or not redeem the Rights, to exchange the
Rights or to amend or supplement the Rights Plan) occurs at any time after
either a Person becomes an Acquiring Person or a change (resulting from a proxy
contest or consent solicitation) in a majority of the directors in office, then
such vote, approval or determination must be approved by a majority of
Independent Directors (as defined in the Rights Plan), if any, and by a majority
of the full board of directors.
Rights and Holders
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.
Further Information
A copy of the Rights Agreement (the "Rights Agreement") setting forth
the Rights Plan has been filed with the Securities and Exchange Commission as
Exhibit 4.1 to the Company's Current Report on Form 8-K filed on or about May
21, 1999 and is also incorporated herein as an Exhibit to this Registration
Statement on Form 8-A. This summary description of the Rights and the Rights
Plan does not purport to be complete and is qualified in its entirety by
reference to the full text of the Rights Agreement, which is hereby incorporated
herein by reference.
ITEM 2. EXHIBITS.
3.1 Certificate of Designation of Series A Junior Participating
Preferred Stock.(1)
4.1 Rights Agreement, dated as of March 1 1999, between the
Registrant and First Union National Bank, as Rights Agent
(including the Exhibits thereto). (1)
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(1) Incorporated by reference from the Exhibit with the same number filed
with the Registrant's Current Report on Form 8-K, filed on May 21,
1999.
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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, thereto duly authorized.
May 21, 1999 QUEST EDUCATION CORPORATION
By: /s/ Vince Pisano
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Vince Pisano, Vice President Finance
and Chief Financial Officer
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