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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SUPERIOR TELECOM INC.
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(Exact name of registrant as specified in its charter)
Delaware 58-2248978
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(State of incorporation or organization) (IRS Employer Identification No.)
1790 Broadway, New York, NY 10019
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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 to Name of each exchange on which
be so registered each class is to be registered
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Preferred Stock New York Stock Exchange
Purchase Rights
Securities to be registered pursuant to Section 12(g) of the Act: None
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Item 1. Description of Registrant's Securities to be Registered.
On December 28, 2000, the Board of Directors of Superior TeleCom Inc.
(the "Company") declared a dividend distribution of one preferred stock purchase
right (a "Right") for each outstanding share of Common Stock, $.01 par value, of
the Company (the "Common Shares"), payable to the stockholders of record on
January 10, 2001 (the "Record Date"). The Board of Directors also authorized and
directed the issuance of one Right with respect to each Common Share issued
thereafter until the Distribution Date (as defined below) (or the earlier
redemption or expiration of the Rights).
Except as set forth below, each Right, when it becomes exercisable,
entitles the registered holder to purchase one one-hundredth of a share of
Series A Junior Participating Preferred Stock, $.01 par value (the "Preferred
Shares"), at a price of $10.88, subject to adjustment (the "Purchase Price").
The description and terms of the Rights are set forth in a Rights Agreement (the
"Rights Agreement") between the Company and American Stock Transfer & Trust
Company, as Rights Agent (the "Rights Agent"), dated as of December 28, 2000.
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 upon the earliest to occur of (i) the tenth day after public
disclosure that a person or entity (a "Person") or group of affiliated or
associated Persons (a "Group") has acquired beneficial ownership of 15% 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
of Directors may determine) following the commencement of, or announcement of an
intention to make, 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 date that a Person or
Group becomes an Acquiring Person is the "Stock Acquisition Date."
Notwithstanding the foregoing, none of The Alpine Group, Inc., the
Company's majority stockholder, Steven S. Elbaum, the Chairman and Chief
Executive Officer of the Company, or any of their affiliates or associates will
be deemed to be Acquiring Persons and their ownership will not cause a
Distribution Date.
In addition, a Person who acquires Common Shares pursuant to a tender
or exchange offer which is for all outstanding Common Shares at a price and on
terms which the Board of Directors determines (prior to acquisition) to be
adequate and in the best interests of the Company and its stockholders (other
than such Person, its affiliates and associates) (a "Permitted Offer") will not
be deemed to be an Acquiring Person and such Person's ownership will not
constitute a Distribution Date.
The Preferred Shares purchasable upon exercise of the Rights will be
entitled, when, as and if declared, to receive a minimum preferential quarterly
dividend payment of an amount equal to 100 times
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the dividend declared per Common Share. In the event of a liquidation,
dissolution or winding up of the Company, the holders of the Preferred Shares
will be entitled to receive a minimum liquidation payment of an amount equal to
100 times the payment made per Common Share. Each Preferred Share will have 100
votes, voting together with the Common Shares. In the event of any merger,
consolidation or other transaction in which Common Shares are exchanged, each
Preferred Share will be entitled to receive 100 times the amount and type of
consideration received per Common Share. The rights of the Preferred Shares as
to dividends and liquidation, and in the event of mergers and consolidation, are
protected by customary anti-dilution provisions.
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 the 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 or a
copy of the Summary of Rights to Purchase Preferred Stock being attached
thereto, 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 the close of business on December 28, 2010, unless earlier redeemed by
the Company as described below.
In the event that any Person becomes an Acquiring Person, each holder
of Rights (other than Rights that have become null and void as described below)
will thereafter have the right (the "Flip-In Right") to receive, upon exercise
of such Rights, the number of Common Shares (or, in certain circumstances, other
securities of the Company) having a value (immediately prior to such triggering
event) equal to two times the aggregate exercise price of such Rights. For
example, if a Person became an Acquiring Person at a time when the current per
share market price of the Company's Common Shares is $20 and the Purchase Price
was $100, each holder of a Right (other than a Right which has become null and
void as described herein) would have the right to receive ten Common Shares upon
exercise of the Right and payment of the Purchase Price of $100. 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 certain transferees
thereof will be null and void.
The Board, at its option, may at any time after any Person becomes an
Acquiring Person exchange all or part of the then issued and outstanding Rights
(other than those that have become null and void as described above) for Common
Shares at an exchange ratio of one Common Share per Right in lieu of the Flip-In
Right, provided no Person is the beneficial owner of 50% or more of the Common
Shares at the time of such exchange.
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In the event that, at any time following the Stock Acquisition Date,
(i) the Company 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
Company's assets or earning power is sold or transferred, then each holder of
Rights (except Rights which previously have been voided as set forth above)
shall thereafter have the right (the "Flip-Over Right") to receive, upon
exercise of such Rights, common shares of the acquiring company (or, in certain
circumstances, its parent) having a value equal to two times the aggregate
exercise price of the Rights. The Flip-Over Right shall not apply to any
transaction described in clause (i) if such transaction is with a Person or
Persons (or a wholly owned subsidiary of any such Person or Persons) that
acquired Common Shares pursuant to a Permitted Offer and the price and form of
consideration offered in such transaction is the same as that paid to all
holders of Common Shares whose shares were purchased pursuant to the Permitted
Offer. The holder of a Right will continue to have the Flip-Over Right whether
or not such holder exercises or surrenders the Flip-In Right.
The Purchase Price payable, and the number of Common Shares or other
securities issuable, upon exercise of the Rights are subject to adjustment from
time to time to prevent dilution in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Common Shares.
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 Common Shares will be issued and, in lieu
thereof, an adjustment in cash will be made based on the market price of the
Common Shares on the last trading day prior to the date of exercise.
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 Company may redeem
the Rights in whole, but not in part, at a price of $.01 per Right (the
"Redemption Price"), which redemption shall be effective at such time, on such
basis and with such conditions as the Board of Directors may establish in its
sole discretion. The Company may, at its option, pay the Redemption Price in
Common Shares.
All of the provisions of the Rights Agreement may be amended by the
Board of Directors prior to the Distribution Date. After the Distribution Date,
the provisions of the Rights Agreement may be amended by the Board of Directors
in order to cure any ambiguity, defect or inconsistency, to make changes which
do not adversely affect the interests of holders of Rights (excluding the
interests of any Acquiring Person), or, subject to certain limitations, to
shorten or lengthen any time period under the Rights Agreement.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, 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 Company, stockholders may, depending upon the
circumstances, recognize taxable income should the Rights become exercisable or
upon the occurrence of certain events thereafter.
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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 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, as the Rights may be redeemed by the Company for $.01 per
Right prior to the time that a Person or Group has acquired beneficial ownership
of 15% or more of the Common Shares.
The Rights Agreement is attached hereto as an exhibit and is
incorporated herein by reference. The foregoing description of the Rights is
qualified in its entirety by reference to such exhibit.
Item 2. Exhibits.
4.1 Rights Agreement, dated as of December 28, 2000, between
Superior TeleCom Inc. and American Stock Transfer & Trust
Company, as Rights Agent, with the form of Certificate of
Designation of Series A Junior Participating Preferred Stock
attached as Exhibit A thereto, the form of Right Certificate
attached as Exhibit B thereto and the Summary of Rights to
Purchase Preferred Stock attached as Exhibit C thereto.
Pursuant to the Rights Agreement, printed Right Certificates
will not be mailed until as soon as practicable after the
earlier of the tenth day after the date of public announcement
that a Person or Group has acquired beneficial ownership of
15% or more of the Common Shares or the tenth business day (or
such later date as may be determined by action of the
Company's Board of Directors) after a Person or Group
commences or announces its intention to commence a tender or
exchange offer the consummation of which would result in the
beneficial ownership by a Person or Group of 15% or more of
the Common Shares.
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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.
Date: January 9, 2001
SUPERIOR TELECOM INC.
By: /s/ Stewart H. Wahrsager
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Name: Stewart H. Wahrsager, Esq.
Title: Senior Vice President, General
Counsel and Secretary
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EXHIBIT INDEX
4.1 Rights Agreement, dated as of December 28, 2000, between Superior
TeleCom Inc. and American Stock Transfer & Trust Company, as Rights
Agent, with the form of Certificate of Designation of Series A Junior
Participating Preferred Stock attached as Exhibit A thereto, the form
of Right Certificate attached as Exhibit B thereto and the Summary of
Rights to Purchase Preferred Stock attached as Exhibit C thereto.
Pursuant to the Rights Agreement, printed Right Certificates will not
be mailed until as soon as practicable after the earlier of the tenth
day after the date of public announcement that a Person or Group has
acquired beneficial ownership of 15% or more of the Common Shares or
the tenth business day (or such later date as may be determined by
action of the Company's Board of Directors) after a Person or Group
commences or announces its intention to commence a tender or exchange
offer the consummation of which would result in the beneficial
ownership by a Person or Group of 15% or more of the Common Shares.
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