SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
TROPICAL SPORTSWEAR INT'L CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Florida 59-3420305
(State of Incorporation (I.R.S. Employer Identification No.)
or Organization)
4902 West Waters Avenue
Tampa, Florida 33634-1302
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration If this form relates to the regis-
of a class of securities pursuant to tration of a class of securities
Section 12(b) of the Exchange Act and is pursuant to Section 12(g) of the
effective pursuant to General Instruction Exchange Act and is effective pur-
A.(c), please check the following box.|_| suant to General Instruction A.(d),
please check the following box. |X|
Securities Act registration statement file number
to which this form relates: N/A
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None
Securities to be registered pursuant to Section 12(g) of the Act:
Series A Junior Participating Preferred Stock Purchase Rights
(Title of class)
Item 1. Description of Registrant's Securities to be Registered.
On November 13, 1998, Tropical Sportswear Int'l Corporation (the "Company")
entered into a Shareholder Protection Rights Agreement pursuant to which it will
distribute one right (a "Right") for each outstanding share of the Company's
Common Stock, par value $0.01 per share (the "Common Stock"), to shareholders of
record at the close of business on December 1, 1998 and for each share of Common
Stock issued by the Company thereafter and prior to the Separation Time (as
described below). Each Right entitles the registered holder to purchase from the
Company one one-thousandth (1/1,000th) of a share (a "Unit") of Series A Junior
Participating Preferred Stock, par value $0.01 per share (the "Preferred
Stock"), at a purchase price of $100.00 per Unit (the "Exercise Price"), subject
to adjustment. The description and terms of the Rights are set forth in a
Shareholder Protection Rights Agreement between the Company and Firstar Bank
Milwaukee, N.A., as Rights Agent, dated as of November 13, 1998 (the "Rights
Agreement").
Initially, the Rights will be transferable only with the shares of Common
Stock with respect to which they were distributed. Until the Separation Time the
Rights will be evidenced by the certificates representing the shares of
outstanding Common Stock with which they are associated, and no separate Rights
Certificates will be distributed. The Rights will separate from the Common Stock
and the Separation Time will occur upon the earlier of (i) ten business days
following public announcement by the Company that a person or group of
affiliated or associated persons (an "Acquiring Person") has acquired, obtained
the right to acquire, or otherwise obtained beneficial ownership of 15% or more
of the then-outstanding shares of Common Stock, or (ii) ten business days
following the commencement of a tender offer or exchange offer that would result
in a person or group beneficially owning 15% or more of the then-outstanding
shares of Common Stock. An Acquiring Person does not include (a) any person who
is a beneficial owner of 15% or more of the Common Stock on November 13, 1998
(the date of adoption of the Rights Agreement), unless such person or group
shall thereafter acquire beneficial ownership of additional Common Stock and
fails to reduce its beneficial ownership of Common Stock to previous levels,
(b) a person who acquires beneficial ownership of 15% or more of the Common
Stock without any intention to affect control of the Company and who thereafter
promptly divests sufficient shares so that such person ceases to be the
beneficial owner of 15% or more of the Common Stock, or (c) any of the following
persons, including their respective affiliates and associates: (i) William A.
Compton and the Compton Family Limited Partnership, a Nevada limited
partnership; (ii) Michael Kagan and the Kagan Family Limited Partnership, a
Nevada limited partnership; or (iii) Accel, S.A. de C.V., a Mexican corporation.
In addition, the Company, any wholly-owned subsidiary of the Company and any
employee stock ownership or other employee benefit plan of the Company or a
wholly-owned subsidiary of the Company shall not be an Acquiring Person.
Until the Separation Time, (i) the Rights will be evidenced by Common Stock
certificates and will be transferred with and only with such Common Stock
certificates, (ii) new Common Stock certificates issued after December 1, 1997
will bear a legend incorporating the Rights Agreement by reference and (iii) the
surrender for transfer of any certificates representing outstanding Common Stock
will also constitute the surrender for transfer of the Rights associated with
the Common Stock represented by such certificate.
Promptly after the Separation Time, Rights Certificates will be mailed to
holders of record of Common Stock as of the close of business on the date when
the Separation Time occurs (other than holders of Rights that are or were
beneficially owned by an Acquiring Person or an affiliate or associate thereof
or by any transferee of any of the foregoing, which Rights shall be void) and,
thereafter, the separate Rights Certificates alone will represent the Rights.
If a Flip-In Date occurs (i.e., the close of business ten business days
following a public announcement by the Company that a person has become an
Acquiring Person), and if the Company has not redeemed the Rights as described
below, then a Right entitles the holder thereof to acquire shares of Common
Stock (rather than Preferred Stock) having a value equal to twice the Right's
exercise price. Instead of issuing shares of Common Stock upon exercise of a
Right following a Flip-In Date, the Company may substitute therefor shares of
Preferred Stock at a ratio of one one-thousandth of a share of Preferred Stock
for each share of Common Stock so issuable. In the event there are not
sufficient treasury shares or authorized but unissued shares of Common Stock or
Preferred Stock to permit exercise in full of the Rights, the Company may
substitute cash, debt or equity securities or other assets (or a combination
thereof). In addition, the Company, upon the action of the Board of Directors,
may, after a Flip-In Date and prior to the time that an Acquiring Person becomes
the beneficial owner of more than 50% of the Common Stock, elect to exchange all
outstanding Rights (other than Rights that have become void) for shares of
Common Stock at an exchange ratio of one share of Common Stock per Right, as
adjusted. Notwithstanding any of the foregoing, Rights that are, or (under
certain circumstances set forth in the Rights Agreement) were, beneficially
owned by any person on or after the date such person becomes an Acquiring Person
will be null and void.
In addition, the Rights Agreement provides that if an Acquiring Person
controls the Company's Board of Directors, then Company shall not enter into an
agreement with respect to, consummate or permit to occur any: (i) consolidation,
merger or share exchange if either the Acquiring Person or an affiliate or
associate of the Acquiring Person is a party to the transaction or the terms of
the transaction are not the same for the Acquiring Person as for the other
holders of Common Stock, or (ii) sale or transfer of a majority of the Company's
assets, unless the Company enters into an agreement for the benefit of the
holders of the Rights providing that upon consummation of such transaction each
Right shall constitute the right to purchase stock in the acquiring entity
having a value equal to twice the exercise price of the Rights for an amount in
cash equal to the exercise price of the Rights.
The Rights are not exercisable until the Separation Time and will expire at
the close of business on November 13, 2008 unless earlier exchanged or redeemed
by the Company as described below.
At any time until the close of business on the Flip-In Date, the Company
may, upon the action of the Board of Directors, elect to redeem the Rights at a
price of $0.01 per Right. The Continuing Directors may condition redemption of
the Rights upon the occurrence of a specified future time or event.
The exercise price payable and the number of Rights outstanding are subject
to adjustment from time to time to prevent dilution in the event of a stock
dividend, stock split or reverse stock split, or other recapitalization which
would change the number of shares of Common Stock outstanding.
If prior to the Separation Time, the Company distributes securities or
assets in exchange for Common Shares (other than regular cash dividends or a
dividend paid solely in Common Shares) whether by dividend, reclassification, or
otherwise, the Corporation shall make such adjustments, if any, in the Exercise
Price, number of Rights and otherwise as the Board of Directors deems
appropriate.
Any provisions of the Rights Agreement may be amended at any time prior to
the close of business on the Flip-In Date without the approval of holders of the
Rights, and thereafter, the Rights Agreement may be amended without approval of
the Rights holders in any way which does not materially adversely affect the
interests of the Rights holders generally or to cure an ambiguity or to correct
or supplement any provision which may be inconsistent with any other provision
or otherwise defective.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder 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 shareholders or to the Company, shareholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable.
As of October 31, 1998, there were 7.6 million shares of Common Stock
outstanding and 496,700 shares of Common Stock subject to outstanding stock
options. Each holder of an outstanding share of Common Stock at the close of
business on December 1, 1998 will receive one Right. So long as the Rights
Agreement remains in effect and the Rights continue to remain attached to and
trade with the Common Shares, the Company will issue one Right for each share of
Common Stock issued between the record date for issuance of the Rights and the
Separation Time, so that all outstanding shares have attached Rights. A total of
100,000 shares of Preferred Stock have been initially reserved for issuance upon
exercise of the Rights. The number of shares of Preferred Stock subject to the
Rights may be increased or decreased (but not below the number of shares then
outstanding) by the Board of Directors of the Company.
Each Unit of Preferred Stock will receive dividends at a rate per Unit
equal to any dividends (except dividends payable in Common Stock) paid with
respect to a share of Common Stock and, on a quarterly basis, an amount per
whole share of Preferred Stock equal to the excess of $1.00 over the aggregate
dividends per whole share of Preferred Stock during the immediately preceding
three-month period.
In the event of liquidation, the holder of each Unit of Preferred Stock
will receive a preferred liquidation payment equal to the greater of $.001 or
the per share amount paid in respect of a share of Common Stock.
Each Unit of Preferred Stock will have one vote, voting together with the
Common Stock.
In the event of any merger, consolidation, statutory share exchange or
other transaction in which shares of Common Stock are exchanged, each Unit of
Preferred Stock will be entitled to receive the per share consideration paid in
respect of each share of Common Stock.
The rights of holders of the Preferred Stock as to dividends, liquidation
and voting, and in the event of mergers, statutory share exchanges and
consolidations, are protected by customary antidilution provisions.
Because of the nature of the Preferred Stock's dividend, liquidation and
voting rights, the economic value of one Unit of Preferred Stock that may be
acquired upon the exercise of each Right should approximate the economic value
of one share of Common Stock.
The Rights may have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Board of Directors of the Company unless the offer
is conditioned on a substantial number of Rights being acquired. However, the
Rights should not interfere with any merger, statutory share exchange or other
business combination approved by the Board of Directors since the Rights may be
redeemed by the Company upon resolution of the Board of Directors at any time on
or prior to the close of business ten business days after announcement by the
Company that a person has become an Acquiring Person. Thus, the Rights are
intended to encourage persons who may seek to acquire control of the Company to
initiate such an acquisition through negotiations with the Board of Directors.
However, the effect of the Rights may be to discourage a third party from making
a partial tender offer or otherwise attempting to obtain a substantial equity
position in the equity securities of, or seeking to obtain control of, the
Company. To the extent any potential acquirors are deterred by the Rights, the
Rights may have the effect of preserving incumbent management in office.
A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an exhibit to the Company's Current Report on Form 8-K
dated November 13, 1998 and is incorporated herein by reference. The foregoing
summary description of the Rights does not purport to be complete and is
qualified in its entirety by reference to such exhibit.
Item 2. Exhibits.
1. Shareholder Protection Rights Agreement, dated as of November 13, 1998,
between Tropical Sportswear Int'l Corporation and Firstar Bank Milwaukee, N.A.
(which includes as Exhibit B thereto the Form of Right Certificate),
incorporated herein by reference to Exhibit 99.1 of Tropical Sportswear Int'l
Corporation's Form 8-K dated November 13, 1998.
2. Press release dated November 16, 1998, incorporated herein by reference
to Exhibit 99.2 of Tropical Sportswear Int'l Corporation's Form 8-K dated
November 13, 1998.
SIGNATURES
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 duly authorized.
TROPICAL SPORTSWEAR INT'L CORPORATION
Date: November 19, 1998 By: /s/ N. Larry McPherson
N. Larry McPherson
