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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
ACSYS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Georgia 58-2299173
(State of Incorporation (I.R.S. Employer
or Organization) Identification No.)
75 14th Street
Suite 2200
Atlanta, Georgia 30309
(Address of Principal Executive Offices) (Zip Code)
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If this form relates to the registration If this form relates to the registration of a
of a class of securities pursuant to class of securities pursuant to Section 12(g) of
Section 12(b) of the Exchange Act and is the Exchange Act and is effective pursuant to
effective pursuant to General Instruction General Instruction A.(d), please check the
A.(c), please check the following box. following box. [X]
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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
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None
Securities to be registered pursuant to Section 12(g) of the Act:
Series A Junior Participating Preferred Stock Purchase Rights
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(Title of class)
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Item 1. Description of Registrant's Securities to be Registered.
On June 20, 1999, the Board of Directors of Acsys, Inc. (the "Company")
declared a distribution of one right (a "Right") for each outstanding share of
the Company's Common Stock, without par value (the "Common Stock"), to
shareholders of record at the close of business on July 2, 1999 and for each
share of Common Stock issued (including shares distributed from Treasury) 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, without par value (the "Preferred Stock"), at a purchase price
of $25.00 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 SunTrust Bank, Atlanta, as Rights
Agent, dated as of June 20, 1999 (the "Rights Agreement").
Initially, the Rights will attach to all certificates representing shares
of outstanding Company Common Stock, 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 (unless otherwise
delayed by the Board) 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 (unless otherwise delayed by the Board) 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 June 20, 1999 (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 effect 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 person who is or becomes a beneficial
owner of 15% or more of the Common Stock as the result of an option granted by
the Company in connection with an agreement to acquire or merge with the Company
prior to a Flip-In Date. 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 July 2, 1999
(including shares distributed from Treasury) will bear a legend incorporating
the Rights Agreement by reference and (iii) the surrender for transfer of any
certificates representing outstanding Common Stock
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will also constitute the 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.
The Rights are not exercisable until the Separation Time and will expire at
the close of business on June 20, 2009 unless earlier exchanged or terminated by
the Company as described below.
If a Flip-In Date occurs (i.e., the close of business ten business days
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following a public announcement by the Company that a person has become an
Acquiring Person), and if the Company has not terminated 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 (1/1,000th) 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 any
combination of the above). 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.
Following the Flip-In Date, if the Company's Board of Directors is
controlled by an Acquiring Person, then the 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.
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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 Company shall make such adjustments, if any, in the Exercise
Price, number of Rights and otherwise as the Board of Directors deems
appropriate.
At any time after a Flip-In Date occurs and prior to the time a person or
group of persons become the beneficial owner of more than 50% of the outstanding
Common Stock, the Board of Directors of the Company may elect to exchange all of
the outstanding Rights (other than Rights owned by such person or group which
have become void), for shares of Common Stock at an exchange ratio (subject to
adjustment) of one share of Common Stock per Right.
At any time until the close of business on the Flip-In Date, the Board of
Directors may terminate all of the Rights without any payment to the holders
thereof. The Board of Directors may condition termination of the Rights upon
the occurrence of a specified future time or event. Rights that are terminated
will become null and void.
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 June 21, 1999, there were 14,485,300 shares of Common Stock
outstanding and 2,147,186 shares of Common Stock subject to outstanding stock
options. Each holder of an outstanding share of Common Stock at the close of
business on July 2, 1999 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 (including shares distributed from Treasury) issued between the
record date for issuance of the Rights and the Separation
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Time, so that all outstanding shares have attached Rights. A total of 500,000
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
terminated 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
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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 June 20, 1999, 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 June 20, 1999,
between Acsys, Inc. and SunTrust Bank, Atlanta (which includes as Exhibit A
thereto the Form of Rights Certificate), incorporated herein by reference to
Exhibit 99.1 of the Form 8-K, dated June 20, 1999, of Acsys, Inc.
2. Press release dated June 21, 1999, incorporated herein by reference to
Exhibit 99.2 of the Form 8-K, dated June 20, 1999, of Acsys, Inc.
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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.
ACSYS, INC.
Date: June 21, 1999 By: /s/ Brady W. Mullinax, Jr.
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Brady W. Mullinax, Jr.
Vice President--Finance, Chief
Financial Officer and Secretary
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