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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 22, 2000
PINNACLE HOLDINGS INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-24773 65-0652634
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
301 NORTH CATTLEMEN ROAD, SUITE 300 SARASOTA, FLORIDA 34232
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (941) 364-8886
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N/A
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
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.
This summary description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights Agreement, which is
attached as Exhibit 4.1 to this Registration Statement.
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EXHIBITS.
Exhibit Number Description
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4.1 Rights Agreement, dated as of December 22, 2000,
between the Company and First Union National Bank, a
national banking institution, as Rights Agent, which
includes the form of the Certificate of Designation as
Exhibit A, the form of the Rights Certificate as
Exhibit B, and the Summary of Rights as Exhibit C.
99.1 Press Release, dated December 22, 2000, announcing the
adoption of the Rights Agreement.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto 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
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