SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
OMNIQUIP INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 43-1721419
(State or incorporation or organization) (I.R.S. Employer Identification No.)
222 East Main Street
Port Washington, Wisconsin 53074
(Address of principal executive offices) (Zip code)
(414) 268-8965
(Registrant's telephone number, including area code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), check the
following box. [ ]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), check the following box. [ ]
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [ ]
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [X]
Securities Act registration statement file number to which this Form relates:
____________ (if applicable).
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on which
Title of each class to be so registered each class is to be registered
- --------------------------------------- ------------------------------
None
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
Preferred Stock, $0.01 par value
(Title of Class)
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Amendment No. 1 to Form 8-A
Form 8-A of OmniQuip International, Inc. (the "Company"), as filed on
August 21, 1998 is hereby amended and restated as follows:
Item 1. Description of Registrant's Securities to be Registered.
On August 21, 1998 (the "Rights Dividend Declaration Date"), the Board
of Directors of the Company declared a dividend distribution of one Right for
each outstanding share of Common Stock, par value $0.01 per share (the "Common
Stock"), of the Company to stockholders of record at the close of business on
August 31, 1998. As of August 21, 1998, there were 14,270,000 shares of Common
Stock issued and outstanding. Each Right entitles the registered holder to
purchase from the Company a unit (a "Unit") consisting of one one-hundredth of a
share of Series A Preferred Stock, par value $0.01 per share (the "Preferred
Stock"), at a Purchase Price of eighty-five dollars ($85.00) per Unit, subject
to adjustment. The description and terms of the Rights are set forth in a Rights
Agreement, dated as of August 21, 1998 (the "Rights Agreement"), by and between
the Company and First Chicago Trust Company of New York, as Rights Agent, which
was attached as Exhibit 4 to the Company's Current Report on Form 8-K filed with
the Securities and Exchange Commission on August 21, 1998 and is incorporated
herein by reference. Effective as of October 2, 1998, the Company and the Rights
Agent executed and delivered the First Amendment to Rights Agreement, a copy of
which was filed as Exhibit 4 to the Company's Current Report on Form 8-K filed
with the Securities and Exchange Commission on October 2, 1998 and is
incorporated herein by reference. Capitalized terms used but not defined herein
shall have the respective meanings ascribed to them in the Rights Agreement, as
amended.
Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate Rights
Certificates will be distributed. The Rights will separate from the Common Stock
on a Distribution Date which will occur upon the earliest of (i) ten (10) days
following a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired, or obtained the right
to acquire, beneficial ownership of ten percent (10%) or more of the outstanding
shares of Common Stock (the "Stock Acquisition Date"), (ii) ten (10) business
days (or such later date as the Board shall determine) following the
commencement of a tender offer or exchange offer that would result in a person
or group beneficially owning ten percent (10%) or more of such outstanding
shares of Common Stock or (iii) the date following the execution of an agreement
relating to or providing for a transaction constituting a Section 13 Event.
Until the Distribution Date, (i) the Rights will be evidenced by the Common
Stock certificates and will be transferred with and only with such Common Stock
certificates, (ii) new Common Stock certificates issued after August 31, 1998
will contain a notation incorporating the Rights Agreement by reference and
(iii) the surrender for transfer of any certificates for Common Stock
outstanding will also constitute the transfer of the Rights associated with the
Common Stock represented by such certificate. The Company's Board of Directors
has initially reserved 350,000 shares of Preferred Stock for issuance upon
exercise of the Rights. Pursuant to the Rights Agreement, the Company reserves
the right to require prior to the occurrence of a Triggering Event (as defined
below) that, upon any exercise of Rights, a number of Rights be exercised so
that only whole shares of Preferred Stock will be issued.
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As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date and, thereafter, the separate Rights
Certificates alone will represent the Rights. Except as otherwise determined by
the Board of Directors, only shares of Common Stock issued prior to the
Distribution Date will be issued with Rights. The Rights are not exercisable
until the Distribution Date and will expire at the close of business on August
31, 2008, unless earlier redeemed by the Company as described below.
The Purchase Price payable, and the number of Units of Preferred Stock
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Preferred Stock, (ii) if holders of the Preferred Stock are granted certain
rights or warrants to subscribe for Preferred Stock or convertible securities at
less than the current market price of the Preferred Stock, or (iii) upon the
distribution to holders of the Preferred Stock of evidences of indebtedness or
assets (excluding regular quarterly cash dividends) or of subscription rights or
warrants (other than those referred to above). With certain exceptions, no
adjustment in the Purchase Price will be required until cumulative adjustments
amount to at least one percent (1%) of the Purchase Price. No fractional Units
will be issued and, in lieu thereof, an adjustment in cash will be made based on
the market price of the Preferred Stock on the last trading date prior to the
date of exercise.
Upon payment of the Purchase Price, all Preferred Stock issued will be
fully paid and non-assessable. Preferred Stock purchasable upon the exercise of
rights will not be redeemable. Each share of Preferred Stock will be entitled to
a cumulative preferential quarterly dividend payment of the greater of (i) $1.00
per share or (ii) an aggregate of one hundred (100) times the dividend declared
per share of Common Stock. In the event of a liquidation, the holders of the
Preferred Stock will be entitled to a liquidation payment of one hundred dollars
($100) or one hundred (100) times the payment made per share of Common Stock.
Each share of Preferred Stock will have one hundred (100) votes,
voting together with the Common Stock on all matters submitted to a vote of the
stockholders of the Company. If, however, at any time, dividends on the
Preferred Stock are in arrears in an amount equal to six (6) quarterly dividends
(a "default period"), until such dividends are paid or set apart for payment in
full, the holders of all series of Preferred Stock of the Company shall have the
right to elect two (2) members of the Company's Board of Directors. In addition,
during such a default period, the Company may not declare or pay dividends or
other distributions on or redeem or purchase any shares of stock ranking junior
to the Preferred Stock and is limited in its ability to declare or pay dividends
or other distributions on or to redeem or purchase any shares of Preferred Stock
or stock ranking in parity with the Preferred Stock.
In the event of any merger, consolidation or other transaction in
which the Common Stock is exchanged, each share of Preferred Stock will be
entitled to receive one hundred (100) times the amount received per share of
Common Stock. The Preferred Stock will rank junior to all other series of
preferred stock of the Company which may be created in the future, as to
dividends and the distribution of assets, unless the terms of any such series
shall provide otherwise. Each of these rights is protected by customary
antidilution provisions.
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In the event that, at any time following the Rights Dividend
Declaration Date, (i) the Company is the surviving corporation in a merger with
an Acquiring Person and its Common Stock is not changed or exchanged, (ii) a
Person becomes the beneficial owner of ten percent (10%) or more of the then
outstanding shares of Common Stock (unless such transaction is approved by the
Board or such Person is excepted by the Board, in either case before such Person
acquires beneficial ownership of ten percent (10%) or more of the outstanding
Common Stock), (iii) an Acquiring Person engages in one or more "self-dealing"
transactions as set forth in the Rights Agreement, or (iv) during such time as
there is an Acquiring Person, an event occurs which results in such Acquiring
Person's ownership interest being increased by more than one percent (1%) (e.g.,
a reverse stock split), each holder of a Right will thereafter have the right to
receive, upon exercise, Common Stock (or, in certain circumstances, cash,
property or other securities of the Company) having a value equal to two times
the exercise price of the Right. Notwithstanding any of the foregoing, following
the occurrence of any of the events set forth in this paragraph (the "Flip-In
Events"), all Rights that are, or (under certain circumstances specified in the
Rights Agreement) were, beneficially owned by any Acquiring Person will be null
and void. However, Rights are not exercisable following the occurrence of any of
the Flip-In Events until such time as the Rights are no longer redeemable by the
Company as set forth below.
For example, upon the occurrence of a Flip-in Event, at an exercise
price of eighty-five dollars ($85.00) per Right, each Right not owned by an
Acquiring Person (or by certain related parties) would entitle its holder to
purchase one hundred seventy dollars ($170.00) worth of Common Stock (or other
consideration, as noted above) for eighty-five dollars ($85.00). Assuming that
the Common Stock had a per share value of forty-two and fifty hundredths dollars
($42.50) at such time, the holder of each valid Right would be entitled to
purchase four shares of Common Stock for eighty-five dollars ($85.00).
In the event that, at any time following the Stock Acquisition Date or
during the pendency of a 180 Day Period, (i) the Company is acquired in a merger
or other business combination transaction in which the Company is not the
surviving corporation, (ii) the Company or a Subsidiary thereof merges with
another person and the Company is the surviving corporation, but the outstanding
stock of the Company is converted into the securities of such other person, cash
or other property, or shares of Common Stock held by stockholders of the Company
immediately prior to such transaction cease to represent at least fifty percent
(50%) of the outstanding Common Stock or fifty percent (50%) of the voting power
following the consummation of the transaction or (iii) fifty percent (50%) or
more of the Company's assets or earning power is sold or transferred, each
holder of a Right (except Rights which previously have been voided as set forth
above) shall thereafter have the right to receive, upon exercise, common stock
of the acquiring company having a value equal to two times the exercise price of
the Right. The events set forth in this paragraph and the Flip-In Events are
referred to as the "Triggering Events." The term "180 Day Period" refers to the
180 day period immediately following the election by stockholder action by
written consent of a majority of the Board of Directors, or the election of a
majority of the Board of Directors at a meeting of stockholders, which persons
were not nominated by the Board of Directors in office immediately prior to such
meeting.
At any time after the occurrence of any of the Flip-In Events, the
Board of Directors of the Company may exchange the Rights (other than Rights
owned by an Acquiring Person which will become void as described above), in
whole or in part, for shares of Common Stock or shares of preferred stock of the
Company having essentially the same value or economic rights as shares of Common
Stock, at an exchange ratio of one share of Common Stock per Right, subject to
antidilution adjustments.
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At any time until ten (10) days following the Stock Acquisition Date,
the Company may redeem the Rights in whole, but not in part, at a price of $0.01
per Right (payable in cash, Common Stock or other consideration deemed
appropriate by the Board of Directors). After the redemption period has expired,
the Company's right of redemption may be reinstated if an Acquiring Person
reduces his beneficial ownership to less than ten percent (10%) of the
outstanding shares of Common Stock in a transaction or series of transactions
not involving the Company. Immediately upon the action of the Board of Directors
ordering redemption of the Rights, the Rights will terminate and the only right
of the holders of Rights will be to receive the $0.01 redemption price.
Notwithstanding the foregoing, during the pendency of a 180 Day Period, the
Rights may not be redeemed.
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 or to the Company, stockholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable for Common Stock (or other consideration) of the Company or for
common stock of the acquiring company as set forth above.
Other than those provisions relating to the principal economic terms
of the Rights, any of the provisions of the Rights Agreement may be amended by
the Board of Directors of the Company prior to the Distribution Date. After the
Distribution Date, the provisions of the Rights Agreement may be amended by the
Board in order to cure any ambiguity or inconsistency, to make changes which do
not adversely affect the interests of holders of Rights (excluding the interests
of any Acquiring Person), or, under certain circumstances, to shorten or
lengthen any time period under the Rights Agreement; provided, however, that no
amendment to adjust the time period governing redemption shall be made at such
time as the Rights are not redeemable. Notwithstanding the foregoing, during the
pendency of any 180 Day Period, no amendment may be made to the Rights Agreement
other than amendments to cure any ambiguity or inconsistency.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
without conditioning the offer on redemption of the Rights or 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 of the Company
prior to the time that the Rights may not be redeemed (as described above) since
the Board of Directors may, at its option, at any time until such date redeem
all but not less than all of the then outstanding Rights. The Rights are
designed to provide additional protection against abusive takeover tactics such
as offers for all shares at less than full value, partial tender offers and
selective open-market purchases. The Rights are intended to assure that the
Company's Board of Directors has the ability to protect stockholders and the
Company if efforts are made to gain control of the Company in a manner that is
not in the best interests of the Company and its stockholders.
The foregoing description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights Agreement,
as amended.
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Item 2. Exhibits.
1. Rights Agreement, dated as of August 21, 1998, by and
between OmniQuip International, Inc. and First Chicago Trust
Company of New York, as Rights Agent (filed as Exhibit 4 to
the Company's Current Report on Form 8-K filed with the
Securities and Exchange Commission on August 21, 1998 and
incorporated herein by reference). The Rights Agreement
includes as Exhibit A thereto the Certificate of
Designations, Preferences and Rights of Series A Preferred
Stock of OmniQuip International, Inc., as Exhibit B thereto
the Form of Rights Certificate and as Exhibit C thereto the
Summary of Rights to Purchase Series A Preferred Stock.
2. Amendment No. 1 to Rights Agreement, dated as of October 2,
1998, by and between OmniQuip International, Inc. and First
Chicago Trust Company of New York, as Rights Agent (filed as
Exhibit 4 to the Company's Current Report on Form 8-K filed
with the Securities and Exchange Commission on October 2,
1998 and incorporated herein by reference).
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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 Amendment No. 1 to Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
OMNIQUIP INTERNATIONAL, INC.
Dated: October 5, 1998 By:/s/ P. Enoch Stiff
-------------------------
P. Enoch Stiff
President and Chief Executive Officer
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INDEX TO EXHIBITS
Exhibit
No. Description
- -------- -----------------------------------------------------------------
4.1 Rights Agreement, dated as of August 21, 1998, by and between
OmniQuip International, Inc. and First Chicago Trust Company of
New York, as Rights Agent (filed as Exhibit 4 to the Company's
Current Report on Form 8-K filed with the Securities and Exchange
Commission on August 21, 1998 and incorporated herein by
reference). The Rights Agreement includes as Exhibit A thereto
the Certificate of Designations, Preferences and Rights of Series
A Preferred Stock of OmniQuip International, Inc., as Exhibit B
thereto the Form of Rights Certificate and as Exhibit C thereto
the Summary of Rights to Purchase Series A Preferred Stock.
4.2 Amendment No. 1 to Rights Agreement, dated as of October 2, 1998
by and between OmniQuip International, Inc. and First Chicago
Trust Company of New York, as Rights Agent (filed as Exhibit 4 to
the Company's Current Report on Form 8-K filed with the
Securities and Exchange Commission on October 2, 1998 and
incorporated herein by reference).
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