FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
Dover Downs Entertainment, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 51-0357525
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
1131 N. DuPont Highway, Dover, Delaware 19901
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(Address of principal executive offices) (Zip Code)
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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Common Stock Purchase Rights New York Stock Exchange
with respect to Common Stock,
$.10 Par Value
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 Registrant's Securities
to be Registered
Registrant incorporates by reference herein the description of
Registrant's Common Stock Purchase Rights with respect to Common Stock, $.10 par
value, set forth under the caption "Description of Capital Stock -- Stock
Purchase Rights" in Registrant's Form S-1 Registration Statement filed with the
Securities and Exchange Commission on July 15, 1996. This description is
attached to this Form 8-A Registration Statement as Exhibit No. 1.
Item 2. Exhibits.
1. Description of Capital Stock -- Stock Purchase Rights.
2. Rights Agreement dated as of June 14, 1996 as filed as an
Exhibit to Form S-1 Registration Statement filed by Registrant
on July 15, 1996 is incorporated hereby by reference.
3. All exhibits required by Instruction II to Item 2 will be
filed with the New York Stock Exchange.
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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, thereunto duly authorized.
Dover Downs Entertainment, Inc.
By: /s/ Denis McGlynn
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Denis McGlynn, President
Dated: July 15, 1996
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EXHIBIT 1
DESCRIPTION OF CAPITAL STOCK
Stock Purchase Rights
Common Stock
On June 14, 1996, the Board of Directors of the Company authorized and
declared the issuance of one Common Stock Purchase Right for each share of
Common Stock of the Company issued thereafter, subject to certain limitations.
Each Right entitles the registered holder to purchase from the Company one share
of Common Stock at a Purchase Price of $250 per share. The description and terms
of the Rights are set forth in a Rights Agreement between the Company and
ChaseMellon Shareholder Services, L.L.C., the Company's transfer agent, as
Rights Agent.
As discussed below, initially the Rights will not be exercisable,
certificates will not be sent to stockholders and the Rights will automatically
trade with the Common Stock.
Until the close of business on the Distribution Date, which will occur
on the earlier of (i) the tenth day following a public announcement that a
person or group of affiliated or associated persons ("Acquiring Person") has
acquired, or obtained the right to acquire, beneficial ownership of 10% or more
of the outstanding combined equity of Common Stock and Class A Common Stock of
the Company (the "Stock Acquisition Date") or (ii) a date fixed by the Board of
Directors of the Company which is not later than the nineteenth business day
after the commencement of a tender offer or exchange offer which would result in
the ownership of 10% or more of the outstanding combined equity of Common Stock
and Class A Common Stock, the Rights will be represented by and transferred
with, and only with, the Common Stock. Certificates issued for Common Stock
after June 14, 1996 will contain a legend incorporating the Rights Agreement by
reference, and the surrender for transfer of any of the Company's Common Stock
certificates will also constitute the transfer of the Rights associated with the
Common Stock represented by such certificate. As soon as practicable following
the Distribution Date, separate Right Certificates will be mailed to holders of
record of the Company's Common Stock as of the close of business on the
Distribution Date, and thereafter the separate certificates alone will evidence
the Rights.
The Rights are not exercisable until an event occurs which gives rise
to a Distribution Date. The Rights will expire at the close of business on June
13, 2006, unless earlier redeemed by the Company as described below. Common
Stock issued after the Distribution Date will be issued with Rights, if such
Common Stock certificates are issued pursuant to the exercise of stock options
or under an employee benefit plan.
The Purchase Price payable, and the number of shares of Common Stock or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time
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to time to prevent dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of the Common Stock, (ii) upon the
grant to holders of the Common Stock of certain rights or warrants to subscribe
for Common Stock or convertible securities at less than the current market price
thereof at the time of grant or (iii) upon the distribution to holders of the
Common Stock of evidences of indebtedness or assets (excluding regular cash
dividends and dividends payable in Common Stock) or of subscription rights or
warrants (other than those referred to above).
Unless the Rights are earlier redeemed, in the event that, after the
Stock Acquisition Date, the Company were to be acquired in a merger or other
business combination (in which any shares of the Company's Common Stock are
changed into or exchanged for other securities or assets) or more than 50% of
the assets or earning power of the Company and its subsidiaries (taken as a
whole) were to be sold or transferred in one or a series of related
transactions, the Rights Agreement provides that proper provision shall be made
so that each holder of record of a Right will from and after such date have the
right to receive, upon payment of the Purchase Price, that number of shares of
common stock of the acquiring company having a market value at the time of such
transaction equal to two times the Purchase Price.
In the event (i) any Person becomes the beneficial owner of 10% or more
of the then outstanding combined equity of Common Stock and Class A Common
Stock, other than pursuant to an all-cash tender offer on the same terms for all
outstanding shares of Common Stock and Class A Common Stock pursuant to which no
purchases of Common Stock or Class A Common Stock are made for at least 60 days
from the date of commencement thereof and which is accepted by holders of not
less than the number of shares of Common Stock and Class A Common Stock that,
when aggregated with the number of shares of Common Stock and Class A Common
Stock owned by the person making the offer (and its affiliates or associates),
equals or exceeds 75% of the outstanding Common Stock and Class A Common Stock,
(a "Permitted Tender Offer"), or (ii) any Acquiring Person or any of its
affiliates or associates engages in one or more "self-dealing" transactions as
described in the Rights Agreement, then each holder of a Right, other than the
Acquiring Person, will have the right to receive, upon payment of the Purchase
Price, a number of shares of Common Stock having a market value equal to twice
the Purchase Price. This same right will be available to each holder of record
of a Right, other than the Acquiring Person, if, while there is an Acquiring
Person, there occurs any reclassification of securities, any recapitalization of
the Company, or any merger or consolidation or other transaction involving the
Company or any of its subsidiaries which has the effect of increasing by more
than 1% the proportionate ownership interest in the Company or any of its
subsidiaries which is owned or controlled by the Acquiring Person. To the extent
that insufficient shares of Common Stock are available for the exercise in full
of the Rights, holders of Rights will receive upon exercise, shares of Common
Stock to the extent available and then cash, property or other securities of the
Company (which may be accompanied by a reduction in the Purchase Price), in
proportions determined by the Company, so that the aggregate value received is
equal to twice the Purchase Price. Rights are not exercisable following the
occurrence of the events described in this paragraph until the expiration of the
period during which the Rights may be redeemed as described below.
Notwithstanding the foregoing, following the occurrence of the events
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described in this paragraph, Rights that are (or, under certain circumstances,
Rights that were) beneficially owned by an Acquiring Person will be null and
void.
Any Person that is the beneficial owner of 10% or more of the
outstanding combined equity of Common Stock and Class A Common Stock prior to
the adoption of the Rights Plan will not be deemed an Acquiring Person. John W.
Rollins and Henry B. Tippie are, therefore, excluded from the definition of
Acquiring Person.
No fractional shares of Common Stock or other Company securities will
be issued upon exercise of the Rights and, in lieu thereof, a payment in cash
will be made to the holder of such Rights equal to the same fraction of the
current market value of a share of Common Stock or other Company securities.
At any time until ten days following the Stock Acquisition Date
(subject to extension by the Board of Directors), the Board of Directors may
cause the Company to redeem the Rights in whole, but not in part, at a price of
$.01 per Right, subject to adjustment. Immediately upon the action of the Board
of Directors authorizing redemption of the Rights, the right to exercise the
Rights will terminate, and the holders of Rights will only be entitled to
receive the Redemption Price without any interest thereon.
For as long as the Rights are then redeemable, the Company may, except
with respect to the redemption price or date of expiration of the Rights, amend
the Rights in any manner, including an amendment to extend the time period in
which the Rights may be redeemed. At any time when the Rights are not then
redeemable, the Company may amend the Rights in any manner that does not
adversely affect the interests of holders of the Rights as such.
Until a Right is exercised, the holder, as such, will have no rights as
a stockholder of the Company, including, without limitation, the right to vote
or to receive dividends.
A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an Exhibit to the Registration Statement of which this
Prospectus is a part. A copy of the Rights Agreement is available free of charge
upon written request to the Company. This description of the Rights is qualified
in its entirety by reference to the Rights Agreement, which is incorporated in
this description by reference.
The Rights have certain anti-takeover effects. The Rights may cause
substantial dilution to a person or group who attempts to acquire the Company on
terms not approved by the Board of Directors of the Company. The Rights were not
declared in response to any specific effort to acquire control of the Company,
and the Board of Directors of the Company is not aware of any such effort. The
Rights should not interfere with any merger or other business combination
approved by the Board since they may be redeemed by the Company at $.01 per
Right at any time until the close of business on the tenth day after a person or
group has obtained beneficial ownership of 10% or more of the outstanding shares
of Common Stock and Class A Common Stock of the Company.
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A separate Rights Agreement applies to all shares of Class A Common
Stock and has substantially the same terms as the Rights Agreement with respect
to Common Stock, except that the Class A Common Stock Purchase Right is for the
purchase of one share of Class A Common Stock at the same $250 per share
Purchase Price and exercisable on the same triggering events. In both Rights
Agreements, the triggering events are based on calculations involving the
combined equity of Common Stock and Class A Common Stock.
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