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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
POWER-ONE, INC.
DELAWARE 77-0420182
(State of Incorporation or Organization) (I.R.S. Employer Identification No. )
740 CALLE PLANO, CAMARILLO, CALIFORNIA 93012
(Address of principal executive offices) (zip code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to section 12(b) of the pursuant to section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pusuant to General Instruction pusuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. / / box. /X /
Securities Act registration statement file number to which this
form relates: N/A
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(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
NONE
Securities to be registered pursuant to Section 12(g) of the Act:
PREFERRED STOCK PURCHASE RIGHTS
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On July 26, 2000, the Board of Directors of Power-One, Inc.
(the "Company") declared a distribution of one Right for each outstanding
share of common stock (the "Common Shares") of the Company. The distribution
is to be made as of August 7, 2000 (the "Record Date") to the stockholders of
record on that date. Each Right entitles the registered holder to purchase
from the Company, initially, one one-thousandth of a share of Junior
Participating Preferred Stock ("Preferred Shares") at a price of $625.00 (the
"Purchase Price"), subject to adjustment. The description and terms of the
Rights are set forth in a Rights Agreement between the Company and American
Stock Transfer & Trust Company as Rights Agent. The Rights are designed to
protect the Company from unfair takeovers.
A Preferred Share purchasable upon exercise of the Rights will
be entitled to dividends of 1,000 times the dividends, per share, declared on
the Common Shares and in the event of liquidation will be entitled to a minimum
preferential liquidating distribution of $l,000 per share and an aggregate
liquidating distribution, per share, of 1,000 times the distribution made per
Common Share. The Preferred Shares will vote together with the Common Shares and
in the event of any merger, consolidation or other transaction in which Common
Shares are exchanged, each Preferred Share will be entitled to receive 1,000
times the amount received per Common Share.
Because of the Preferred Shares' dividend and liquidation
rights, the value when issued of the one one-thousandth interest in a Preferred
Share purchasable upon exercise of each Right should approximate the value of
one Common Share.
Until the earlier to occur of (i) 10 business days following a
public announcement that a person or group of affiliated or associated persons
(an "Acquiring Person") has acquired beneficial ownership of 15% or more of the
Company's general voting power other than pursuant to a Qualified Offer (as
defined below), the date of such public announcement being called the "Stock
Acquisition Date," or (ii) 10 business days (or such later date as may be
determined by action of the Board of Directors) following the commencement of,
or announcement of an intention to make, a tender offer or exchange offer the
consummation of which would result in the beneficial ownership by a person or
group of 15% or more of the Company's general voting power (the date of such
earlier occurrence being called the "Distribution Date"), the Rights will be
evidenced by the certificates representing the Common Shares and will be
transferred with and only with the Common Shares. New Common Share certificates
issued after the Record Date upon transfer or new issuance of Common Shares will
contain a notation incorporating the Rights Agreement by reference, and the
surrender for transfer of any certificate for Common Shares, even without such
notation or a copy of this Summary of Rights 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 such separate Right
Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date.
The Rights will expire
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on the tenth anniversary of the Record Date (the "Final Expiration Date"),
unless the Final Expiration Date is extended or unless the Rights are earlier
redeemed or exchanged by the Company, as described below.
The Purchase Price payable, the number of shares or other
securities or property issuable upon exercise of the Rights, and the number of
outstanding Rights, are subject to adjustment from time to time to prevent
dilution.
A Qualified Offer is a tender offer or exchange offer for all
outstanding Common Shares which is determined by the non-affiliated directors to
be fair to and otherwise in the best interests of the Company and its
shareholders.
If any person becomes an Acquiring Person other than by a
purchase pursuant to a Qualified Offer, proper provision shall be made so that
each holder of a Right, other than Rights beneficially owned by the Acquiring
Person (which will not be entitled to the benefit of such adjustment) will
thereafter have the right to receive upon exercise that number of Common Shares
or Common Share equivalents having a market value of two times the exercise
price of the Right.
If, at any time after an Acquiring Person has become such, the
Company is acquired in a merger or other business combination transaction (other
than a merger which follows a Qualified Offer at the same or a higher price) or
50% or more of its consolidated assets or earning power are sold, proper
provision will be made so that each holder of a Right will thereafter have the
right to receive, upon the exercise thereof at the then current exercise price
of the Right, that number of shares of common stock of the acquiring company
which at the time of such transaction will have a market value of two times the
exercise price of the Right.
At any time after an Acquiring Person has become such, the
Board of Directors of the Company may exchange the Rights (other than Rights
owned by such person or group), in whole or in part, at an exchange ratio of one
Common Share per Right (subject to adjustment).
At any time up to close of business on a Stock Acquisition
Date, the Board of Directors of the Company may redeem the Rights in whole, but
not in part, at a price of $.01 per Right (the "Redemption Price"). Immediately
upon any redemption of the Rights, the right to exercise them will terminate and
the only right of the holders will be to receive the Redemption Price.
The terms of the Rights may be amended by the Board of
Directors without the consent of the holders of the Rights at any time prior to
the Distribution Date. Thereafter the Rights may be amended to make changes
which do not adversely affect the interests of the holders of the Rights, or
which shorten or lengthen time periods, subject to certain limitations set forth
in the Rights Agreement.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company.
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A copy of the Rights Agreement is filed as Exhibit 2 to this
Registration Statement on Form 8-A. A copy of the Rights Agreement is also
available free of charge from the Company. This summary description of the
Rights does not purport to be complete and is qualified in its entirety by
reference to the Rights Agreement, which is incorporated herein by reference.
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ITEM 2. EXHIBITS.
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1. Form of Right Certificate.
2. Rights Agreement, dated as of July 27, 2000, between Power-One, Inc.
and American Stock Transfer & Trust Company, as Rights Agent (including
as an exhibit thereto the terms of the designated shares of Junior
Participating Preferred Stock).
3. Summary of rights to be sent to holders of shares of Common Stock, par
value $0.001 per share, of Power-One, Inc.
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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, thereto and duly authorized.
POWER-ONE, INC.
Date: August 9, 2000 By: /s/ Steven J. Goldman
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Steven J. Goldman
Chairman and Chief Executive Officer
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EXHIBIT INDEX
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EXHIBIT NO. NAME OF ITEM
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1. Form of Right Certificate.
2. Rights Agreement, dated as of July 27, 2000, between
Power-One, Inc. and American Stock Transfer & Trust
Company, as Rights Agent (including as an exhibit
thereto the terms of the designated shares of Junior
Participating Preferred Stock).
3. Summary of rights to be sent to holders of shares of
Common Stock, par value $0.001 per share, of Power-One,
Inc.
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