FORM 8-A\A
Amendment No. 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
CIRCUIT CITY STORES, INC.
(Exact name of registrant as specified in its charter)
Virginia 54-0493875
(State of incorporation or (I.R.S. Employer
organization) Identification No.)
9950 Mayland Drive
Richmond, Virginia 23230
(Address of Principal Zip Code
Executive Offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on
to be so registered which each class is to be
registered
Rights to Purchase
Preferred Stock, Series E,
Par Value $20.00 New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
On April 29, 1988 the Board of Directors of Circuit City Stores, Inc.
(the "Company") declared a dividend distribution of one preferred share
purchase right (a "Right") for each outstanding share of common stock,
par value $.50 per share ("Common Share") of the Company. The
distribution was payable on May 9, 1988 to the shareholders of record at
the close of business on that date.
The description and terms of the Rights are set forth in an Amended
and Restated Rights Agreement, dated as of March 5, 1996 (the "Rights
Agreement"), between the Company and Norwest Bank Minnesota, N.A. as
Rights Agent (the "Rights Agent"). Each Right will entitle the
registered holder to purchase from the Company one four-hundredth of a
share of a Cumulative Participating Preferred Stock, Series E, par value
$20.00 per share, of the Company (the "Series E Preferred Shares") at a
price of $140.00 per one four-hundredth of a share (the "Purchase
Price"), subject to adjustment. A Common Share and the Right issued or
to be issued in respect thereof will not be separately transferable
until the "Distribution Date," which is the earlier of (i) the tenth day
after a public announcement that a Person (which term as used herein
means an individual or business entity, other than the Company and
certain related entities) or group of affiliated or associated Persons
has acquired, or obtained the right to acquire, beneficial ownership of
15% or more of the outstanding Common Shares (thereby becoming an
"Acquiring Person") or (ii) the tenth business day after the date of the
commencement of or first public announcement of the intent of any Person
to commence a tender or exchange offer the consummation of which would
result in such a Person becoming an Acquiring Person. Every Common
Share issued after May 9, 1988 but prior to the Distribution Date will
also have a Right issued in respect thereof. As soon as practicable
after the Company has notified the Rights Agent of the occurrence of the
Distribution Date, separate certificates evidencing the Rights ("Rights
Certificates") will be mailed to holders of record of the Common Shares
as of the close of business on the Distribution Date. Common Shares
issued after the Distribution Date will be issued with Rights if such
shares are issued pursuant to the exercise of stock options, under an
employee benefit plan, or upon the conversion of securities, which
options, plan or securities were granted, established or issued before
the Distribution Date. Except as otherwise determined by the Board of
Directors, no other Common Shares issued after the Distribution Date
will be issued with Rights.
The Rights are not exercisable until the Distribution Date. The
Rights will expire at the close of business on April 29, 1998, unless
earlier redeemed by the Company as described below.
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The Purchase Price payable, and the number of Series E Preferred
Shares or other securities or property issuable, upon exercise of the
Rights, as well as the number of Rights outstanding, are subject to
adjustment from time to time to prevent dilution. With certain
exceptions, no adjustment in the Purchase Price will be required until
cumulative adjustments require an adjustment of at least 1% in such
Purchase Price.
Each Series E Preferred Share will have a minimum preferential
quarterly dividend rate of $1.00 per share, but will be entitled to an
aggregate dividend of 100 times the dividend declared on the Common
Shares. The Series E Preferred Shares will be nonredeemable until April
29, 2048. If the Company thereafter elects to redeem any outstanding
Series E Preferred Shares, the redemption price per share shall be equal
to the greater of $14,000 or 100 times the value of a Common Share on
the redemption date, plus accrued and unpaid dividends thereon. In the
event of liquidation, each Series E Preferred Share shall entitle the
holder thereof to receive a preferential liquidation payment equal to
the greater of $14,000 or 100 times the value of a Common Share at that
time, plus any accrued and unpaid dividends thereon; provided that if
the assets are insufficient to pay in full the liquidation preferences
on all outstanding series of Preferred Shares, such assets will be
distributed ratably among all holders of outstanding Preferred Shares in
proportion to the full preferential amounts to which they are
respectively entitled. Except as otherwise required by law, the Series
E Preferred Shares will have no voting rights. Finally, in the event of
any merger, consolidation or other transaction in which Common Shares
are exchanged, each Series E Preferred Share will be entitled to receive
100 times the amount received per Common Share. These rights are
protected by antidilution provisions.
Each holder of a Right will have the right to receive, upon exercise
of a Right, Common Shares (or, in certain circumstances, cash, property
or other securities of the Company) having a value equal to two times
the purchase price for the Rights then in effect, (a) if after the
Distribution Date, (i) the Company is the surviving or continuing
corporation in a merger or other combination with an Acquiring Person
and the Common Shares are not changed or exchanged, (ii) an Acquiring
Person consummates, with the Company or any subsidiary, any one of a
number of transactions listed in the Rights Agreement, examples of which
include acquiring stock or convertible securities except on a pro rata
basis with other shareholders, obtaining any assets except on an
arms-length basis, obtaining or disposing of any assets having a fair
market value of more than $2 million, or receiving certain financial
benefits such as loans, guarantees, tax benefits, except on a pro rata
basis with other shareholders or compensation, except as a full-time
employee at normal rates, or (iii) while there is an Acquiring Person,
an event occurs which
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results in such Acquiring Person's ownership interest being increased
by more than 1% (e.g., a reverse stock split), or (b) if an Acquiring
Person becomes beneficial owner of 15% or more of the outstanding Common
Shares except pursuant to a cash tender offer for all outstanding shares
which is determined to be fair by the Continuing Directors (each of
which events is popularly termed a flip-in event). Notwithstanding any
of the foregoing, following the occurrence of any of the events set
forth in this paragraph, 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. The Continuing
Directors are the directors on the Distribution Date or are directors
elected or nominated by a majority of the Continuing Directors in office
on the date of such election or nomination.
In the event that, at any time after it is announced that a Person or
group has become an Acquiring Person, (i) the Company is acquired in a
merger or other business combination transaction (other than a merger
described in the preceding paragraph), or (ii) 50% or more of the
Company's assets or earning power is sold or transferred, each holder of
a Right shall thereafter have the right to receive, upon exercise,
common stock of the acquiring company having a value equal to two times
the purchase price for the Rights then in effect. The events set forth
in this paragraph and in the preceding paragraph are referred to as the
"Triggering Events."
No fractional Series E Preferred Shares will be issued (other than
fractions which are integral multiples of one four-hundredth of a share,
which may, at the election of the Company, be evidenced by depositary
receipts) and in lieu thereof, an adjustment in cash will be made based
on the market price of the Series E Preferred Shares on the last trading
date prior to the date of exercise. If the Company is not able to issue
the Series E Preferred Shares or the Common Shares because of the
absence of necessary regulatory approval, restrictions contained in the
Amended and Restated Articles of Incorporation or for any other reason,
a person exercising the Rights will be entitled to receive a combination
of cash, property or other securities (except to the extent necessary
regulatory approval for the issuance of such other securities is not
obtained) having a value equal to the value of the Common Shares or
Series E Preferred Shares which would otherwise have been issued upon
exercise of the Rights.
At any time until ten days after the announcement that a Person or
group has become an Acquiring Person, the Company may redeem the Rights
in whole, but not in part, at a price of $.0025 per Right, payable, at
the option of the Company, in cash or Common Shares. Immediately upon
the action of the Board of Directors ordering redemption of the Rights,
the Rights will
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terminate and the only right of the holders of Rights will be to receive
the $.0025 per Right redemption price.
After a Person or group becomes an Acquiring Person and before the
Acquiring Person acquires 50% or more of the outstanding Common Shares,
the Company, with the approval of a majority of Continuing Directors,
may require a holder to exchange all or any portion of his Rights for
one Common Share or one four-hundredth of a Preferred Share (or a share
of a class or series of preferred stock of the Company having equivalent
rights) per Right.
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.
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 certain circumstances
only with the approval of a majority of Continuing Directors) in order
to cure any ambiguity, defect or inconsistency, to make changes which do
not adversely affect the interests of holders of Rights (excluding the
interests of any Acquiring Person), or 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.
Item 2. Exhibits
The Exhibits listed below are filed as part of this Registration
Statement:
(1) Form of Rights Certificate is incorporated by reference to
Exhibit B to the Amended and Restated Rights Agreement that is
filed as Exhibit (3) to this Registration Statement.
(2) Rights Agreement dated as of April 29, 1988, between Circuit City
Stores, Inc. and Crestar Bank, including
Exhibit A -- Form of Articles of Amendment to Articles of
Restatement;
Exhibit B -- Form of Rights Certificate; and
Exhibit C -- Summary of Rights to Purchase Preferred
Shares.
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(3) Amended and Restated Rights Agreement dated as of March 5, 1996
between Circuit City Stores, Inc. and Norwest Bank Minnesota,
N.A., including: Exhibit B -- Form of Rights Certificate
(incorporated by reference to Exhibit 4(a) to the Company's
Form 8-K dated March 5, 1996).
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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 duly authorized.
CIRCUIT CITY STORES, INC.
Dated: March 13, 1996 By: s/Michael T. Chalifoux
Michael T. Chalifoux
Senior Vice President and
Chief Financial Officer
