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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PINNACLE HOLDINGS INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 65-0652634
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
301 NORTH CATTLEMEN ROAD, SUITE 300, SARASOTA, FLORIDA 34232
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(Address of principal executive office) (zip code)
If this Form relates to the If this Form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and is 12(g) of the Exchange Act and is
effective pursuant to General effective pursuant to General
Instruction A.(c), check the Instruction A.(d), check the
following box. [ ] following box. [X]
Securities Act registration statement file number to which this form relates
(if applicable): NOT APPLICABLE
Securities to be registered pursuant to Section 12(b) of the Exchange Act:
Title of Each Exchange on which Each
Title of Each Class Class is
to be so Registered to be so Registered
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NONE NONE
Securities to be registered pursuant to Section 12(g) of the Exchange Act:
SERIES C 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 December 22, 2000, the Board of Directors of Pinnacle Holdings,
Inc. (the "Company") declared a dividend distribution of one preferred stock
purchase right (a "Right") for every outstanding share of common stock, par
value $.001 per share (the "Common Stock"), of the Company to stockholders of
record at the close of business on January 12, 2001. The description and terms
of the Rights are set forth in a Rights Agreement (the "Rights Agreement")
between the Company and First Union National Bank, a national banking
institution, as Rights Agent.
1. Common Stock Certificates Representing Rights
Until the Distribution Date (as defined in Section 2 below), (a) the
Rights shall not be exercisable, (b) the Rights shall be attached to and trade
only together with the Common Stock, and (c) the stock certificates
representing the Common Stock shall also represent the Rights attached to such
Common Stock. Common Stock certificates issued after the Record Date and before
the Distribution Date shall contain a notation incorporating the Rights
Agreement by reference.
After the Distribution Date, the Rights shall separate from the Common
Stock, Rights certificates shall be issued, and the Rights shall become
exercisable to purchase preferred stock as described in Section 5 below.
2. Distribution Date
The "Distribution Date" is the earliest of (i) the tenth day following
the date of the first public announcement that any person (other than the
Company or certain related entities, and with certain additional exceptions)
has become the beneficial owner of 15% or more of the then outstanding Common
Stock other than as the result of a Qualifying Offer (as defined in (b) below)
(such person is an "Acquiring Person" and the date of such public announcement
is the "Stock Acquisition Date") or (ii) the close of business on the tenth
business day (or such later day as shall be designated by the Board of
Directors) following the date of the commencement of, or the announcement of an
intention to make, a tender offer or exchange offer, the consummation of which
would cause any person (other than the Company and certain related entities and
with certain additional exceptions) to become an Acquiring Person. In
calculating the percentage of shares of outstanding Common Stock that are
beneficially owned by any person, such person shall be deemed to beneficially
own any shares of Common Stock issuable upon the exercise, exchange, or
conversion of any options, warrants, or other securities beneficially owned by
certain affiliates and associates of such person. Notwithstanding the
foregoing, if any person shall become the beneficial owner of at least 15% of
the outstanding Common Stock by reason of purchases of Common Stock by the
Company, then such person shall not be deemed an "Acquiring Person" until such
person thereafter acquires beneficial ownership of, in the aggregate, a number
of additional shares of Common Stock equal to 1% or more of the then
outstanding Common Stock.
3. Issuance of Rights Certificates
As soon as practicable following the Distribution Date, separate
certificates representing only Rights shall be mailed to the holders of record
of shares of Common Stock as of the close of business on the Distribution Date,
and such separate Rights certificates alone shall represent such Rights from
and after the Distribution Date.
4. Expiration of Rights
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on January 12, 2011 unless earlier redeemed by
the Company as described below.
5. Exercise of Rights
Unless the Rights have expired or been redeemed or exchanged, they may
be exercised, at the option of the holders, pursuant to paragraphs (a), (b), or
(c) below. No Right may be exercised more than once or pursuant to
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more than one of such paragraphs. From and after the first event of the type
described in paragraphs (b) or (c) below, each Right that is beneficially owned
by an Acquiring Person or an affiliate or associate thereof shall be void.
(a) Right to Purchase Preferred Shares. From and after the close
of business on the Distribution Date, each Right (other than a Right that has
become void) shall be exercisable to purchase one one-hundredth of a share of
Series C Preferred Stock, par value $.001 per share, of the Company (the
"Preferred Shares"), at an exercise price of $60.00 (the "Purchase Price"). The
Preferred Shares are nonredeemable and, unless otherwise provided in connection
with the creation of a subsequent series of preferred stock, are subordinate to
any other series of the Company's preferred stock whether issued before or
after the issuance of the Preferred Shares. The Preferred Shares may not be
issued except upon exercise of Rights. The holder of a Preferred Share is
entitled to receive when, as, and if declared, the greater of (i) cash and
non-cash dividends in an amount equal to 100 times the dividends declared on
each share of Common Stock or (ii) a preferential annual dividend of $100.00
per Preferred Share ($1.00 per one one-hundredth of a Preferred Share). In the
event of liquidation, the holder of Preferred Shares shall be entitled to
receive a liquidation payment in an amount equal to the greater of (1)
$6,000.00 per Preferred Share $60.00 per one one-hundredth of a Preferred
Share), plus all accrued and unpaid dividends and distributions on the
Preferred Shares or (2) an amount equal to 100 times the aggregate amount to be
distributed per share of Common Stock. Each Preferred Share has 100 votes,
voting together with the shares of Common Stock. In the event of any merger,
consolidation, or other transaction in which shares of Common Stock are
exchanged, the holder of a Preferred Share shall be entitled to receive 100
times the amount received per share of Common Stock. The rights of the
Preferred Shares as to dividends, voting, and liquidation preferences are
protected by antidilution provisions. It is anticipated that the value of one
one-hundredth of a Preferred Share should approximate the value of one share of
Common Stock.
(b) Right to Purchase Shares of Common Stock of the Company. If
any person, alone or together with its affiliates or associates, shall become
an Acquiring Person (subject to certain exceptions), each Right (other than a
Right that has become void) shall be exercisable to purchase, at the Purchase
Price (initially $60.00), shares of Common Stock with a market value equal to
two times the Purchase Price. The Company may at its option or, if the Company
does not have sufficient shares of Common Stock available for all Rights to be
exercised, the Company shall substitute for all or any portion of the shares of
Common Stock that would otherwise be issuable upon the exercise of the Rights,
cash, assets, or other securities having the same aggregate value as such
shares of Common Stock.
(c) Right to Purchase Common Stock of a Successor Corporation.
If, after a person has become an Acquiring Person, (i) the Company is acquired
in a merger or other business combination in which the Company is not the
surviving corporation, (ii) the Company is the surviving corporation in a
merger or other business combination in which all or part of the outstanding
shares of Common Stock are changed into or exchanged for stock or assets of
another person, or (iii) 50% or more of the Company's consolidated assets or
earning power are sold, then each Right (other than a Right that has become
void) shall thereafter be exercisable to purchase, at the Purchase Price
(initially $60.00), shares of Common Stock or cash of the surviving corporation
or purchaser, respectively, with an aggregate market value equal to two times
the Purchase Price.
6. Adjustments to Prevent Dilution
The Purchase Price payable, and the number of Preferred Shares or
shares of Common Stock issuable upon exercise of the Rights are subject to
adjustment from time to time as set forth in the Rights Agreement to prevent
dilution. With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least one percent of the
Purchase Price.
7. Cash Paid Instead of Issuing Fractional Securities
No fractional securities shall be issued upon exercise of a Right
(other than fractions of Preferred Shares that are integral multiples of one
one-hundredth of a Preferred Share, which fractions may, at the election of the
Company, be evidenced by depositary receipts) and in lieu thereof, an
adjustment in cash shall be made based on the market price of such securities
on the last trading date before the date of exercise.
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8. Exchange
At any time after any Person becomes an Acquiring Person and before
the acquisition by such Person of 50% or more of the outstanding shares of
Common Stock, the Board of Directors of the Company may exchange the Rights
(other than Rights owned by such person or group that will have become void),
in whole or in part, at an exchange ratio of one share of Common Stock per
Right (subject to adjustment).
9. No Stockholder Rights Before Exercise
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 if the Rights become
exercisable for Common Stock (or other consideration) of the Company or for
common stock of an acquiring company as set forth above.
10. Amendment of Rights Agreement
Any of the provisions of the Rights Agreement may be amended by the
Board of Directors of the Company before the Distribution Date. After the
Distribution Date, the provisions of the Rights Agreement may be amended by the
Board to cure any ambiguity, to make changes that 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;
however, no amendment to adjust the time period governing redemption shall be
made at such time as the Rights are not redeemable.
ITEM 2. EXHIBITS.
1. Rights Agreement, dated as of December 22, 2000, between
Pinnacle Holdings Inc. and First Union National Bank, a national banking
institution, which includes as Exhibit A the form of the Certificate of
Designations, Preferences, and Rights of Series C Preferred Stock and as
Exhibit B thereto, the form of Rights Certificate, and as Exhibit C thereto the
Summary of Rights.
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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.
PINNACLE HOLDINGS INC.
(Registrant)
By: /s/ Steven R. Day
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Steven R. Day, Chief Operating
Officer and Secretary
Date: December 22, 2000
