SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
FRONTLINE CAPITAL GROUP
(Exact name of registrant as specified in its charter)
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Delaware 11-3383642
(State of Incorporation or Organization) (IRS Employer Identification No.)
1350 Avenue of the Americas, 32nd Floor, New York, New York 10019
(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of If this form relates to the registration of a class of
securities pursuant to Section 12(b) of the Exchange Act securities pursuant to Section 12(g) of the Exchange
and is effective pursuant to General Instruction A.(c), Act and is effective pursuant to General Instruction
please check the following box.|_| A.(d), please check the following 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
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Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
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(Title of Class)
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Item 1. Description of Securities To Be Registered.
The Board of Directors of FrontLine Capital Group (the "Company") has
declared a dividend distribution of one Right for each outstanding share of
Common Stock, par value $.01 per share, of the Company ("Common Stock"). The
distribution is payable to the stockholders of record at the close of business
on November 3, 2000. Each Right entitles the registered holder to purchase
from the Company one one-hundredth of a share of a series of the Company's
preferred stock designated as Series B Junior Participating Preferred Stock
("Preferred Stock") at a price of $60 per one one-hundredth of a share (the
"Purchase Price"), subject to adjustment. The description and terms of the
Rights are set forth in a Rights Agreement, dated as of October 19, 2000 (the
"Rights Agreement"), between the Company and American Stock Transfer & Trust
Company, as Rights Agent (the "Rights Agent").
Initially, the Rights will be attached to all Common Stock certificates
representing shares then outstanding, and no separate Rights Certificates will
be distributed. Subject to certain exceptions specified in the Rights
Agreement, the Rights will separate from the Common Stock and a Distribution
Date will occur upon the earlier 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
outstanding shares of Common Stock other than as a result of repurchases of
stock by the Company or certain inadvertent actions by institutional or
certain other stockholders (the "Stock Acquisition Date") or (ii) 10 business
days (or such later date as the Board shall determine) following the
commencement of a tender offer or exchange offer that would result in a person
or group becoming an Acquiring Person. Until the Distribution Date, (i) the
Rights will be evidenced by the Common Stock certificates and will be
transferred with and only with such Common Stock certificates, (ii) new Common
Stock certificates issued after the Record Date will contain a notation
incorporating the Rights Agreement by reference and (iii) the surrender for
transfer of any certificates for Common Stock outstanding will also constitute
the transfer of the Rights associated with the Common Stock represented by
such certificate. Pursuant to the Rights Agreement, the Company reserves the
right to require prior to the occurrence of a Triggering Event (as defined
below) that, upon any exercise of Rights, a number of Rights be exercised so
that only whole shares of Preferred Stock will be issued.
The Rights are not exercisable until the Distribution Date and will
expire at 5:00 P.M. (New York City, New York time) on October 15, 2000, unless
earlier redeemed, exchanged, extended or terminated by the Company as
described below. At no time will the rights have any voting power.
As soon as practicable after the Distribution Date, Rights Certificates
will be mailed to holders of record of the Common Stock as of the close of
business on the Distribution Date and, thereafter, the separate Rights
Certificates alone will represent the Rights. Except as otherwise determined
by the Board of Directors, only shares of Common Stock issued prior to the
Distribution Date will be issued with Rights.
In the event that a Person becomes an Acquiring Person, except pursuant
to an offer for all outstanding shares of Common Stock which the independent
directors determine to be fair and not inadequate to and to otherwise be in
the best interests of the Company and its stockholders, after receiving advice
from one or more investment banking firms (a "Qualifying Offer"), each holder
of a Right will thereafter have the right to receive, upon exercise, Common
Stock (or, in certain circumstances, cash, property or other securities of the
Company) having a value equal to two times the exercise price of the Right.
Notwithstanding any of the foregoing, following the occurrence of the event
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. However, Rights are not
exercisable following the occurrence of the event set forth above until such
time as the Rights are no longer redeemable by the Company as set forth below.
In the event that (i) the Company is acquired in a merger (other than a
"clean-up" merger which follows a Qualifying Offer) or other business
combination transaction (x) in which the Company is not the surviving entity,
or (y) in which the Company is the surviving entity and the Common Stock is
changed or exchanged or the Common Stock remains outstanding but constitutes
less than 50% of the shares outstanding immediately following the merger, or
(ii) 50% or more of the Company's assets or earning power is transferred, each
holder of a Right (except Rights which have previously been voided as set
forth above) shall thereafter have the right to receive, upon exercise, common
stock of the acquiring company having a value equal to two times the exercise
price of the Right. The events set forth in this paragraph and in the second
preceding paragraph are referred to as the "Triggering Events."
At any time after a person becomes an Acquiring Person and prior to the
acquisition by such person or group of fifty percent (50%) or more of the
outstanding Common Stock, the Board may exchange the Rights (other than Rights
owned by such person or group which have become void), in whole or in part, at
an exchange ratio of one share of Common Stock, or one one-hundredth of a
share of Preferred Stock (or of a share of a class or series of the Company's
preferred stock having equivalent rights, preferences and privileges), per
Right (subject to adjustment).
At any time until ten business days following the Stock Acquisition Date,
the Company may redeem the Rights in whole, but not in part, at a price of
$.01 per Right (payable in cash, Common Stock or other consideration deemed
appropriate by the Board of Directors).
Immediately upon the action of the Board of Directors ordering redemption
of the Rights, the Rights will terminate and the only right of the holders of
Rights will be to receive the $.01 redemption price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder 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 stockholders or to the Company, stockholders may,
depending upon the circumstances, recognize taxable income in the event that
the Rights become exercisable for Common Stock (or other consideration) of the
Company or for common stock of the acquiring company or in the event of the
redemption of the Rights as set forth above.
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 order to cure any ambiguity, to make changes which do not
adversely affect the interests of holders of Rights, or to shorten or lengthen
any time period under the Rights Agreement. The foregoing notwithstanding, no
amendment may be made to the Rights Agreement at a time when the Rights are
not redeemable, except to cure any ambiguity or correct or supplement any
provision contained in the Rights Agreement which may be defective or
inconsistent with any other provision therein.
As of October 16, 2000, there were 36,488,451 shares of Common Stock of
the Company issued and outstanding and no shares of Common Stock of the
Company in the treasury. As of September 30, 2000, options to purchase
6,578,540 shares of Common Stock and warrants to acquire 1,828,750 were
outstanding. As of September 30, 2000, the Company's Series A Convertible
Cumulative Preferred Stock was convertible into 368,898 shares of Common
Stock. Each share of Common Stock of the Company outstanding at the close of
business on November 3, 2000, will receive one Right. So long as the Rights
are attached to the Common Stock, one additional Right (as such number may be
adjusted pursuant to the provisions of the Rights Agreement) shall be deemed
to be delivered for each share of Common Stock issued or transferred by the
Company in the future. In addition, following the Distribution Date and prior
to the expiration or redemption of the Rights, the Company may issue Rights
when it issues Common Stock only if the Board deems it to be necessary or
appropriate, or in connection with the issuance of shares of Common Stock
pursuant to the exercise of stock options or under employee plans or upon the
exercise, conversion or exchange of certain securities of the Company. One
million (1,000,000) shares of Preferred Stock are initially reserved for
issuance upon exercise of the Rights.
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
in a manner which causes the Rights to become discount Rights unless the offer
is conditional on a substantial number of Rights being acquired. The Rights,
however, should not affect any prospective offeror willing to make an offer at
a price that is fair and not inadequate and otherwise in the best interest of
the Company and its stockholders. The Rights should not interfere with any
merger or other business combination approved by the Board since the Board
may, at its option, at any time until ten business days following the Stock
Acquisition Date redeem all, but not less than all, the then outstanding
Rights at the Redemption Price.
The Rights Agreement specifying the terms of the Rights is attached
hereto as an exhibit and is incorporated herein by reference. The foregoing
description of the Rights is qualified in its entirety by reference to such
exhibit.
Item 2. Exhibits.
1 Rights Agreement, dated as of October 19, 2000, between FrontLine
Capital Group and American Stock Transfer & Trust Company, as Rights
Agent, including the form of Certificate of Designation, Preferences and
Rights as Exhibit A, the form of Rights Certificates as Exhibit B and the
Summary of Rights as Exhibit C. Pursuant to the Rights Agreement, printed
Rights Certificates will not be mailed until after the Distribution Date
(as such term is defined in the Rights Agreement).
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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, thereunto duly authorized.
Dated: October 24, 2000 FRONTLINE CAPITAL GROUP
By: /s/ Michael Maturo
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Name: Michael Maturo
Title: Chief Financial Officer
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EXHIBIT INDEX
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Exhibit Description Page
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1 Rights Agreement, dated as of October 19, 2000,
between FrontLine Capital Group and American Stock
Transfer & Trust Company, as Rights Agent, including
the form of Certificate of Designation, Preferences
and Rights as Exhibit A, the form of Rights Certificate
as Exhibit B and the Summary of Rights as Exhibit C.
Pursuant to the Rights Agreement, printed Rights
Certificates will not be mailed until after the
Distribution Date (as such term is defined in the
Rights Agreement).
