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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) JULY 26, 2000
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POWER-ONE, INC.
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(Exact name of registrant as specified in its charter)
CALIFORNIA 0-29454 77-0420182
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
740 CALLE PLANO, CAMARILLO, CALIFORNIA 93012
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (805) 987-8741
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NOT APPLICABLE
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS
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 on the tenth anniversary of the Record Date (the
"Final Expiration Date"), unless the Final
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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.
A copy of the Rights Agreement has been filed with the
Securities and Exchange Commission as Exhibit 2 to the Registration Statement
on Form 8-A dated August 9, 2000. A copy of the Rights Agreement is also
available free of charge from the Company. This summary
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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.
ITEM 7. EXHIBITS
Reference is made to the Exhibit Index annexed hereto and made a part
hereof.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Date: August 9, 2000
POWER-ONE, INC.
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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<CAPTION>
EXHIBIT NO. NAME OF ITEM
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3.1 Certificate of Designations of Junior Participating
Preferred Stock of Power-One, Inc.
4.1 Rights Agreement, dated as of July 27, 2000, between
Power-One, Inc. and American Stock Transfer & Trust
Company, as Rights Agent, including as exhibits
thereto the terms of the designated Junior
Participating Preferred Stock and Form of Right
Certificate (incorporated by reference to Exhibit 2
to the Registration Statement on Form 8-A, dated
August 9, 2000, filed with the Securities and
Exchange Commission by Power-One, Inc. (the "Form
8-A")).
20.1 Press Release, dated July 28, 2000.
20.2 Form of Summary of Rights to be sent to holders of
shares of common stock, par value $0.001 per share,
of Power-One, Inc. (incorporated by reference to
Exhibit 3 to the Form 8-A).
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