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:
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. 2 to Form 8-A
Form 8-A of OmniQuip International, Inc. (the "Company"), as filed
on August 21, 1998 and amended on October 5, 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. Effective
as of February 16, 1999, the Company and the Rights Agent executed and delivered
the Second 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 February 23, 1999 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") or (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. 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
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exercise of Rights, a number of Rights be exercised so that only whole shares of
Preferred Stock will be issued.
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
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such series shall provide otherwise. Each of these rights is protected by
customary antidilution provisions.
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, (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."
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.
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.
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. First Amendment 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).
3. Second Amendment to Rights Agreement, dated as of February 16,
1999, 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 February 24, 1999 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. 2 to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized.
OMNIQUIP INTERNATIONAL, INC.
Dated: February 23, 1999 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 First Amendment 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).
4.3 Second Amendment to Rights Agreement, dated as of February 16, 1999,
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 February 24, 1999 and incorporated herein by
reference).
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