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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
FEBRUARY 26, 1999
Date of Report
(Earliest Reported
Event is February 23, 1999)
STYLING TECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
COMMISSION FILE NO. 0-21703
DELAWARE 75-2665378
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or jurisdiction)
7400 EAST TIERRA BUENA
SCOTTSDALE, ARIZONA 85260
(Address of principal (Zip Code)
executive offices)
(602) 609-6000
Registrant's telephone number, including area code:
2390 East Camelback Road, Suite 435, Phoenix, AZ 85016
(Former names or former address, if changed since last report)
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Item 5. On February 26, 1999, Styling Technology Corporation issued the
following press release:
PRESS RELEASE
CONTACTS:
Sam Leopold Rik Ross Lori Parks/Eugene Heller
Chief Executive Officer Chief Financial Officer Silverman Heller Associates
(602) 609-6000 (602) 609-6000 (310) 208-2550
FOR IMMEDIATE RELEASE
STYLING TECHNOLOGY CORPORATION ADOPTS SHAREHOLDER RIGHTS PLAN
SCOTTSDALE, Arizona, February 26, 1999 - Styling Technology Corp. (NASDAQ: STYL)
today announced that its Board of Directors has approved a Shareholder Rights
Plan, pursuant to which it will declare a dividend distribution of one Preferred
Share Purchase Right on each outstanding share of its Common Stock. Each Right
will entitle shareholders to buy one one-thousandth of a share of newly created
Series A Junior Participating Preferred Stock of the Company at an exercise
price of $70.
The Rights are not being distributed in response to any specific effort to
acquire the Company. The Rights will be exercisable if a person or group
hereafter acquires 15% or more of the Common Stock of the Company (or with
respect to persons currently holding 15% or more of the Common Stock, if such
person acquires an additional 1% or more of the Common Stock) or announces a
tender offer for 15% or more of the Common Stock. The Board of Directors will be
entitled to redeem the Rights at one cent per Right at any time before any such
person hereafter acquires 15% (or such additional 1%) or more of the outstanding
Common Stock.
"This Rights Plan is designed to ensure that all shareholders of the Company
receive fair and equal treatment in the event of any proposed takeover of the
Company and to guard against partial tender offers, open market accumulations
and other tactics designed to gain control of the Company without paying all
shareholders a fair price," said Sam Leopold, the Company's president, chairman
and CEO.
If a person hereafter acquires 15% or more of the outstanding Common Stock of
the Company (or for these persons currently holding more than 15% of the Common
Stock, up to an additional 1% of the Common Stock), each Right will entitle its
holder to purchase, at the Right's exercise price, a number of shares of Common
Stock having a market value at that time of twice the Right's exercise price.
Rights held by the acquiring person will become void and will not be exercisable
to purchase shares at the bargain purchase price. If the Company is acquired in
a merger or other business
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combination transaction after a person acquires 15% or more of the Company's
Common Stock or the rights are otherwise triggered, each Right will entitle its
holder to purchase, at the Right's then-current exercise price, a number of the
acquiring company's common shares having a market value at that time of twice
the Right's exercise price.
The dividend distribution will be payable on March 19, 1999, to shareholders of
record on March 9, 1999. The Rights will expire in ten years. The Rights
distribution is not taxable to shareholders. Additional details about the Rights
Plan will be outlined in a summary mailed to all shareholders following the
record date.
Styling Technology Corporation is a leading developer, producer, and marketer of
a wide array of professional salon products, addressing all salon product
categories, including hair care, nail care, and skin and body care products, as
well as salon appliances and sundries. Through strategic acquisitions, the
Company has acquired well-recognized brand names, a strong distribution network,
established marketing and salon industry education programs, and significant
production and sourcing capabilities. The Company sells its products primarily
to salon products and tanning supply distributors, beauty supply outlets, and
chain salons.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: March 5, 1999 STYLING TECHNOLOGY CORPORATION
By: /s/ Michael L. Kaplan
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Name: Michael L. Kaplan
Title: Executive Vice President and
Secretary
