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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 17, 1997
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Florida Panthers Holdings, Inc.
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(Exact name of registrant as specified in its charter)
1-13173 Delaware 65-0676005
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(Commission (State or other (I.R.S. Employer
File Number) jurisdiction Identification No.)
of incorporation)
450 East Las Olas Boulevard, Fort Lauderdale, FL 33307
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (954)712-1300
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
In order to effect a change in domicile from Florida to Delaware (the
"Reincorporation"), Florida Panthers Holdings, Inc., a Florida corporation
("Panthers-Florida"), was merged with and into Florida Panthers Holdings, Inc.,
a Delaware corporation ("Panthers-Delaware"), on November 17, 1997 (the
"Effective Time"). Prior to the Effective Time, Panthers-Delaware had been a
wholly-owned subsidiary of Panthers-Florida, organized for the purpose of
effecting the Reincorporation. At the Effective Time, Panthers-Delaware became
the surviving entity of the merger pursuant to which the Reincorporation was
completed. The merged entity is governed by the Delaware General Corporation Law
("DGCL") and the certificate of incorporation and bylaws of Panthers-Delaware.
The Reincorporation (as more fully described in Panthers-Florida's
Definitive Proxy Statement on Schedule 14A dated October 9, 1997) was
consummated pursuant to an Agreement and Plan of Merger dated November 17, 1997
(the "Merger Agreement"), by and among Panthers-Florida and Panthers-Delaware
and was approved by the stockholders of Panthers-Florida at its Annual Meeting
of Stockholders held on November 17, 1997 (the "Annual Meeting").
At the Effective Time, the directors and executive officers of
Panthers-Florida became the directors and executive officers of
Panthers-Delaware. Panthers-Delaware's business, mailing address, principal
executive offices and telephone number are the same as those of
Panthers-Florida.
Upon the Effective Time, each outstanding share of Class A common stock,
$.01 par value per share of Panthers-Florida (the "Panthers-Florida Class A
Common Stock") and each outstanding share of Class B common stock, par value
$.01 per share of Panthers-Florida (the "Panthers-Florida Class B Common Stock")
was automatically converted into one share of Class A Common Stock, $.01 par
value per share of Panthers-Delaware (the "Panthers-Delaware Class A Common
Stock") and one share of Class B common stock, par value $.01 per share of
Panthers-Delaware (the "Panthers-Delaware Class B Common Stock"), respectively.
Outstanding options to purchase shares of Panthers-Florida Class A Common Stock
were automatically converted into options to purchase the same number of shares
of Panthers-Delaware Class A Common Stock. Each employee stock plan and any
other employee benefit plan to which Panthers-Florida was a party, whether or
not such plan was related to Panthers-Florida Class A Common Stock, were assumed
by Panthers-Delaware and, to the extent any such plans provided for the issuance
or purchase of shares of Panthers-Florida Class A Common Stock, such plans now
provide for the issuance or purchase of shares of Panthers-Delaware Class A
Common Stock.
It was not and is not necessary for stockholders to exchange their existing
Panthers-Florida stock certificates for new certificates bearing the name of
Panthers-Delaware. Shares of Panthers-Florida Class A Common Stock, which traded
under the symbol "PAW" on the New York Stock Exchange (the "NYSE") prior to the
Reincorporation, will continue to be traded on the NYSE under such symbol as
Panthers-Delaware Class A Common Stock. The NYSE will consider the existing
Panthers-Florida stock certificates as constituting "good delivery" in
post-Reincorporation transactions involving Panthers-Delaware Common Stock.
The foregoing description of the Reincorporation is not intended to be
complete and is qualified in its entirety by the complete texts of the Merger
Agreement, which is set forth in Exhibit
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2.1 hereto, the Certificate of Merger filed with the Secretary of State of the
State of Delaware, which is set forth in Exhibit 3.3 hereto, and the description
of the purposes and effects of the Reincorporation and the manner in which it
was accomplished, which are described in more detail on pages 16-24 of
Panthers-Florida's Definitive Proxy Statement on Schedule 14A dated October 9,
1997, prepared in connection with the Annual Meeting, which pages are set forth
in Exhibit 20.1 hereto.
The class of Panthers-Delaware Class A Common Stock is deemed registered
under the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
The following Exhibits are hereby filed as part of this Current Report
on Form 8-K.
EXHIBIT DESCRIPTION
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2.1 Agreement and Plan of Merger, dated November 17, 1997, by and between
Panthers-Florida and Panthers-Delaware.*
3.1 Certificate of Incorporation of Panthers-Delaware, as filed with the
Secretary of State of the State of Delaware on November 14, 1997.*
3.2 Bylaws of Panthers-Delaware.*
3.3 Certificate of Merger of Panthers-Florida and Panthers-Delaware, as
filed with the Secretary of State of the State of Delaware on
November 17, 1997.
20.1 Pages 16-24 of the Definitive Proxy Statement on Schedule 14A of
Panthers-Florida, dated October 9, 1997 in connection with the 1997
Panthers-Florida Annual Meeting of Stockholders held on November 17,
1997.**
* Incorporated by reference to the Company's Registration Statement on Form
S-4 -- SEC File 333-28951
** Incorporated by reference to the Company's Definitive Proxy Statement on
Schedule 14A dated October 9, 1997 (SEC File No. 1-13173)
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SIGNATURES
Panthers-Delaware has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized on the 17th day of November, 1997.
FLORIDA PANTHERS HOLDINGS, INC.
/s/ William M. Pierce
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William M. Pierce
Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
The following Exhibits are filed herewith:
EXHIBIT DESCRIPTION
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2.1 Agreement and Plan of Merger, dated November 17, 1997, by and between
Panthers-Florida and Panthers-Delaware.*
3.1 Certificate of Incorporation of Panthers-Delaware, as filed with the
Secretary of State of the State of Delaware on November 17, 1997.*
3.2 Bylaws of the Registrant.*
3.3 Certificate of Merger of Panthers-Florida and Panthers-Delaware, as
filed with the Secretary of State of the State of Delaware on
November 17, 1997.
20.1 Pages 16-24 of the Definitive Proxy Statement on Schedule 14A of
Panthers-Florida, dated October 9, 1997 in connection with the 1997
Panthers-Florida Annual Meeting of Shareholders held on November 17,
1997.**
* Incorporated by reference to the Company's Registration Statement on Form
S-4 -- SEC File 333-28951
** Incorporated by reference to the Company's Definitive Proxy Statement on
Schedule 14A dated October 9, 1997 (SEC File No. 1-13173)
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EXHIBIT 3.3
CERTIFICATE OF MERGER
OF
FLORIDA PANTHERS HOLDINGS, INC.,
a Florida Corporation
WITH AND INTO
FLORIDA PANTHERS HOLDINGS, INC.,
a Delaware Corporation
Florida Panthers Holdings, Inc., a Delaware corporation, hereby certifies
that:
1. The name and state of incorporation of each of the constituent
corporations is as follows:
(a) Florida Panthers Holdings, Inc., a Florida corporation
("Panthers - FL");
and
(b) Florida Panthers Holdings, Inc., a Delaware corporation ("Panthers -
DE").
2. The Agreement and Plan of Merger (the "Agreement and Plan of Merger"),
dated as of November 17, 1997, among Panthers - DE and Panthers - FL has been
approved, adopted, certified, executed and acknowledged by each of the
constituent corporations in accordance with Section 252(b) of the General
Corporation Law of the State of Delaware.
3. The name of the surviving corporation is Florida Panthers Holdings,
Inc. (the "Surviving Corporation").
4. The Certificate of Incorporation of Panthers - DE shall be the
Certificate of Incorporation of the Surviving Corporation.
5. The executed Agreement and Plan of Merger is on file at the principal
place of business of the Surviving Corporation at 450 East Las Olas Boulevard,
Fort Lauderdale, Florida 33301.
6. A copy of the Agreement and Plan of Merger will be furnished by the
Surviving Corporation, on request and without cost, to any stockholder of any
constituent corporation.
7. The authorized capital stock of Panthers - FL is 100,000,000 shares of
Class A common stock, par value $.01 per share and 10,000,000 shares of Class B
common stock, par value $.01 per share.
IN WITNESS WHEREOF, Panthers - DE has caused this certificate to be signed
as of the 17th day of November, 1997.
FLORIDA PANTHERS HOLDINGS, INC.,
a Delaware corporation
By: /s/ Mark Gentile
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Mark Gentile
Sole Director
