SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A #3
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
WILLCOX & GIBBS, INC.
(Exact name of registrant as specified in its charter)
New York 13-1474527
(State of incorporation or organization) (IRS Employer Identification No.)
530 Fifth Avenue, New York, New York 10036
(Address of principal executive offices) (Zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Preference Stock Purchase Rights 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 Securities to be Registered
Item 1 is hereby amended and restated as follows.
Rights Agreement
The following is a description of the Rights Agreement, as in effect
when the Rights were originally issued.
On January 10, 1989, the Board of Directors of Willcox & Gibbs, Inc.
(the "Company") declared a dividend distribution of one Right for each
outstanding share of Common Stock, par value $1.00 per share, of the Company
(the "Common Shares") to shareholders of record on January 20, 1989 (the
"Record Date"). Each Right entitles the registered holder to purchase from the
Company a unit ("Unit") consisting of one one-hundredth of a share of Series A
Junior Participating Preference Stock, par value $1.00 per share, of the
Company ("Series A Preference Stock"), at a price of $75 per Unit (the
"Purchase Price"), subject to adjustment. The Rights Agreement, dated as of
January 10, 1989, between the Company and Chemical Bank (formerly known as
Manufacturers Hanover Trust Company), as Rights Agent, sets forth the
description and terms of the Rights which were distributed to holders of record
of the Common Shares and registered under Section 12(b) of the Securities
Exchange Act of 1934, as amended, pursuant to the Company's Registration
Statement on Form 8-A, dated January 17, 1989.
Initially, the Rights will be attached to all Common Share
certificates representing Common Shares then outstanding, and no separate Right
certificates will be distributed. Until the earlier to occur of (i) 10 days
following a public announcement that a person or group of affiliated or
associated persons has acquired, or obtained the right to acquire, beneficial
ownership of 20% or more of the outstanding Common Shares (an "Acquiring
Person"), or (ii) 10 business days (or such later day as may be determined by
action of the Board of Directors prior to such time as any person or group
becomes an Acquiring Person) following the commencement of a tender offer or
exchange offer if, upon consummation thereof, any person or group would be the
beneficial owner of 20% or more of such outstanding Common Shares (the earlier
of such dates being called the "Distribution Date"), the Rights will be
evidenced, with respect to any of the Common Share certificates outstanding as
of the Record Date, by such certificate together with a copy of the Summary of
Rights. The date of announcement of the existence of an Acquiring Person
referred to in clause (i) above is referred to as the "Share Acquisition Date."
The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with and only with the Common Share certificates.
Until the Distribution Date (or earlier redemption, exchange or expiration of
the Rights), new Common Share certificates issued after the Record Date upon
transfer or new issuance of the Common Shares will contain a notation
incorporating the Rights Agreement by reference. Until the Distribution Date
(or earlier redemption, exchange or expiration of the Rights), the surrender
for transfer of any certificates for Common Shares outstanding as of the Record
Date, with or without a copy of the Summary of Rights attached thereto, will
also constitute the transfer of the Rights associated with the Common Shares
represented by such certificate. As soon as practicable following the
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Distribution Date, separate certificates evidencing the Rights ("Rights
Certificates") will be mailed to holders of record of the Common Shares on the
Distribution Date and, thereafter, such separate Right Certificates alone will
evidence the Rights.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on January 20, 1999, unless earlier redeemed or
exchanged by the Company as described below.
In the event that any person or group of affiliated or associated
persons becomes an Acquiring Person, the Rights Agreement provides that proper
provision shall be made so that each holder of a Right, except as provided
below, shall thereafter have the right to receive, upon exercise, Common Shares
(or, in certain circumstances, Common Stock Equivalents (as such term is
defined in the Rights Agreement)) having a value equal to two (2) times the
exercise price of the Right. However, the Rights could not be exercised until
they are no longer redeemable as described below. Upon the occurrence of the
event described in the first sentence of this paragraph, any Rights
beneficially owned by (i) an Acquiring Person or an Associate or Affiliate (as
such terms are defined in the Rights Agreement) of an Acquiring Person, (ii) a
transferee of an Acquiring Person or of any such Associate or Affiliate) who
becomes a transferee after the Acquiring Person becomes such or (iii) a
transferee of an Acquiring Person (or of any such Associate or Affiliate) who
becomes a transferee prior to or concurrently with the Acquiring Person
becoming such and receives such Rights pursuant to either (A) a transfer
(whether or not for consideration) from the Acquiring Person to holders of
equity interests in such Acquiring Person or to any person with whom the
Acquiring Person has any continuing agreement, arrangement or understanding
regarding the transferred Rights or (B) a transfer which the Board of Directors
of the Company has determined is part of a plan, arrangement or understanding
which has as a primary purpose or effect the avoidance of the Rights Agreement,
shall become null and void without any further action and no holder of such
Rights shall have any rights whatsoever with respect to such Rights, whether
under any provision of the Rights Agreement or otherwise.
In the event that, following the earlier of the Distribution Date and
the Share Acquisition Date, (i) the Company engages in a merger or other
business combination transaction in which the Company is not the surviving
corporation, (ii) the Company engages in a merger or other business combination
transaction with another person in which the company is the surviving
corporation, but in which its Common Shares are changed or exchanged, or (iii)
more than 50% of the Company's assets or earning power is sold or transferred,
the Rights Agreement provides that proper provision shall be made so that each
holder of a Right (except Rights which previously have been voided as described
above) shall thereafter have the right to receive, upon the exercise thereof at
the then current exercise price of the Right, common stock of the acquiring
company having a value equal to two (2) times the exercise price of the Right.
The Purchase Price payable, and the number of Units of Preference
Shares or other securities issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the
Preference Shares, (ii) upon the grant to holders of the Preference Shares of
certain rights, options or warrants to subscribe for Preference Shares or
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convertible securities at less than the current market price of the Preference
Shares, or (iii) upon the distribution to holders of the Preference Shares of
evidences of indebtedness, stock (other than a dividend payable in Preference
Shares), assets or cash (excluding regular quarterly cash dividends) or of
subscription rights, options or warrants (other than those referred to above).
The number of outstanding Rights and the number of Units of
Preference Shares issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such
case, prior to the Distribution Date.
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. No fractional Units will be issued and, in lieu thereof,
an adjustment in cash will be made based on the market price of the Preference
Shares on the last trading date prior to the date of exercise.
At any time prior to the close of business on the tenth day following
the Share Acquisition Date, the Board of Directors of the Company may redeem
the Rights in whole, but not in part, at a price of $.01 per Right (the
"Redemption Price"). Before the redemption period expires, it may be extended
by the Board. Immediately upon the action of the Board of Directors of the
Company ordering the redemption of the Rights, the Rights will terminate and
the only right of the holders of Rights will be to receive the Redemption
Price.
At any time after the time that any person or group of affiliated or
associated persons becomes an Acquiring Person, the Board of Directors of the
Company may exchange the Rights (except Rights which previously have been
voided as described above), in whole, but not in part, at an exchange ratio of
one Common Share (or, in certain circumstances, one Common Stock Equivalent)
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.
The terms of the Rights may be amended by the Company and the Rights
Agent, provided that following the earlier of the Share Acquisition Date and
the Distribution Date the amendment does not adversely affect the interests of
holders of Rights (other than an Acquiring Person) and provided that no
amendment shall be made which decreases the Redemption Price.
As of January 11, 1988 there were (i) 10,065,755 Common Shares issued
and outstanding and (ii) 420,519 Common Shares reserved for issuance.
Shareholders of record on January 20, 1989 will receive one Right for each
Common Share held. As long as the Rights are attached to the Common Shares,
the Company will issue one Right with each new Common Share. The Company's
Board of Directors has reserved for issuance upon exercise of the Rights
220,000 Preference Shares.
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The Rights have certain antitakeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by its Board of Directors, except pursuant to an offer
conditioned on a substantial number of Rights being acquired. The Rights
should not interfere with any merger or other business combination approved by
the Board of Directors at a time when the Rights are redeemable.
1992 Amendment
On November 12, 1992, the Company entered into an amendment, dated as
of November 12, 1992 (the "1992 Amendment"), to the Rights Agreement between
the Company and Chemical Bank, as Rights Agent. The 1992 Amendment was
effected pursuant to the Purchase Agreement, dated as of April 22, 1992, among
the Company, Compagnie de Distribution de Materiel Electrique ("CDME"),
International Technical Distributors, Inc. and Southern Electric Supply
Company, Inc. and in connection with the declaration by the Company as a
dividend to its stockholders (the "Distribution") of the common stock of
Worldtex, Inc. ("Worldtex"), a wholly-owned subsidiary of the Company that owns
the former subsidiaries of the Company engaged in covered yarn manufacturing
operations.
Pursuant to the 1992 Amendment, the exercise price per Right has been
reduced from $75 to $15 to reflect the Distribution and the fact that, as a
result of the Distribution, Worldtex will become an independent entity no
longer affiliated with the Company. In addition, pursuant to the 1992
Amendment, the Rights will no longer entitle the holders thereof to purchase
Units consisting of one one-hundredth of a share of Series A Preference Stock;
rather, each Right will entitle the registered holder thereof to purchase, at
the $15 exercise price, a Unit consisting of one one-hundredth of a share of
Series B Junior Participating Preference Stock, par value $1.00 per share, of
the Company ("Series B Preference Stock"). The terms of the Series B
Preference Stock (other than the number of shares authorized for issuance) are
identical to the terms of the Series A Preference Stock.
Furthermore, pursuant to the 1992 Amendment neither CDME nor any
Affiliate (as such term is defined in the Rights Agreement) of CDME shall be
deemed to be an Acquiring Person so long as CDME and all its Affiliates do not
own, in the aggregate, voting securities of the Company which, on a fully
exercised basis, are in excess of (x) prior to November 12, 1995, 30%, (y) on
or after November 12, 1995 but prior to November 12, 1996, 35%, or (z) on or
after November 12, 1996, 40%, of the aggregate number of votes which may be
cast by holders of outstanding voting securities of the Company.
The Rights Agreement provides that, in the event any person or group
of affiliated or associated persons becomes an Acquiring Person, proper
provision shall be made so that each holder of a Right, except as provided
below, shall thereafter have the right to receive, upon exercise, Common Shares
(or, in certain circumstances, Common Stock Equivalents (as such term is
defined in the Rights Agreement)) having a value equal to two (2) times the
exercise price of the Right. Upon the occurrence of the event described in the
preceding sentence, any Rights beneficially owned by (i) an Acquiring Person or
an Associate (as such term is defined in the Rights Agreement) or Affiliate of
an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such
Associate or Affiliate) who becomes a transferee after the Acquiring Person
<PAGE>
becomes such, or (iii) a transferee of an Acquiring Person (or of any such
Associate or Affiliate) who becomes a transferee prior to or concurrently with
the Acquiring Person becoming such and receives such Rights pursuant to either
(A) a transfer (whether or not for consideration) from the Acquiring Person to
holders of equity interests in such Acquiring Person or to any person with whom
the Acquiring Person has any continuing agreement, arrangement or understanding
regarding the transferred Rights, or (B) a transfer which the Board of
Directors of the Company has determined is part of a plan, arrangement or
understanding which has as a primary purpose or effect the avoidance of the
Rights Agreement, shall become null and void without any further action and no
holder of such Rights shall have any rights whatsoever with respect to such
Rights, whether under any provisions of the Rights Agreement or otherwise.
Pursuant to the 1992 Amendment, the adjustment referred to in the first
sentence of this paragraph shall not be made if the event causing such person
or group to become an Acquiring Person is an acquisition of Common Shares
pursuant to a tender offer or exchange offer for all outstanding Common Shares
at a price and on terms approved by the Independent Directors (as such term is
defined in the Rights Agreement) of the Company. The 1992 Amendment also
requires that the determination referred to in clause (B) above be made by a
majority of the Independent Directors.
The Rights Agreement further provides that, in the event of certain
mergers or other business combination transactions involving the Company,
proper provision shall be made so that each holder of a Right (except Rights
which previously have been voided as described above) shall thereafter have the
right to receive, upon the exercise thereof at the then current exercise price
of the Right, common stock of the acquiring company having a value equal to two
(2) times the exercise price of the Right. However, pursuant to the 1992
Amendment, a merger or other business combination will not be subject to this
provision if it follows, and is effected on the same terms as, a tender offer
or exchange offer approved by the Independent Directors as provided above.
The Rights Agreement continues to provide that, at any time after any
person or group of affiliated or associated persons becomes an Acquiring
Person, the Rights (except Rights which previously have been voided as
described above) may be exchanged, in whole but not in part, at an exchange
ratio of one Common Share (or, in certain circumstances, one Common Stock
Equivalent) per Right. In addition, at any time prior to the close of business
on the tenth day following the Share Acquisition Date, the Rights may be
redeemed, in whole but not in part, at a price of $.01 per Right, and such
redemption period may be extended at any time prior to its expiration.
However, pursuant to the 1992 Amendment, any decision whether to exchange or
redeem the Rights, to extend the redemption period or amend the Rights
Agreement must be made by a majority of the Independent Directors rather than
by the entire Board of Directors.
Finally, pursuant to the 1992 Amendment, the final expiration date of
the Rights was been changed from January 20, 1999 to November 12, 1997.
1994 Amendment
On March 1, 1994, the Company entered into an amendment, dated as of
March 1, 1994 (the "1994 Amendment"), to the Rights Agreement between the
Company and Chemical Bank, as Rights Agent. The 1994 Amendment was effected
<PAGE>
pursuant to the Purchase Agreement, dated as of December 10, 1993, among the
Company, International Technical Distributors, Inc. and Rexel, S.A., a French
societe anonyme formerly known as Compagnie de Distribution de Materiel
Electrique.
Pursuant to the 1994 Amendment, neither Rexel nor any Affiliate (as
such term is defined in the Rights Agreement) of Rexel shall be deemed to be an
Acquiring Person so long as Rexel and all its Affiliates do not own, in the
aggregate, voting securities of the Company which, on a fully exercised basis,
are in excess of 45% of the aggregate number of votes which may be cast by
holders of outstanding voting securities of the Company.
Furthermore, pursuant to the 1994 Amendment, the final expiration
date of the Rights has been changed from November 12, 1997 to December 31,
1994.
The foregoing description of the Rights, the Rights Agreement, the
1992 Amendment and the 1994 Amendment does not purport to be complete and is
qualified in its entirety by reference to the Exhibits hereto.
<PAGE>
Item 2. Exhibits
Item 2 is hereby amended and restated as follows:
The Index to Exhibits to Amendment #3 to this Report is incorporated
herein by reference.
<PAGE>
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.
WILLCOX & GIBBS, INC.
By /s/ Allan M. Gonopolsky
----------------------------------------
Date: March 29, 1994 Allan M. Gonopolsky
Vice President, Chief Financial Officer
and Corporate Controller
<PAGE>
WILLCOX & GIBBS, INC.
INDEX TO EXHIBITS TO FORM 8-A/A #3
dated March 29, 1994
[S] [C]
Exhibit No. Description
4.1 Rights Agreement, dated as of January 10, 1989, between Willcox
& Gibbs, Inc. (the "Company") and Manufacturers Hanover Trust
Company, as Rights Agent, which includes the form of Right
Certificate as Exhibit B, filed as Exhibit 1 to the Company's
Registration Statement on Form 8-A, dated January 17, 1989, and
incorporated herein by reference.
4.2 1992 Amendment, dated as of November 12, 1992, between Willcox &
Gibbs, Inc. (the "Company") and Chemical Bank (formerly known
as Manufacturers Hanover Trust Company) to the Rights Agreement,
filed as Exhibit 4.1 to the Company's Amendment No. 2 on Form 8,
dated November 30, 1992, to the Company's Registration Statement
on Form 8-A, dated January 17, 1989, and incorporated herein by
reference.
4.3 1994 Amendment, dated as of March 1, 1994, between Willcox &
Gibbs, Inc. and Chemical Bank (formerly known as the
Manufacturers Hanover Trust Company) to the Rights Agreement
filed as Exhibit 10.2 to the Company Current Report on Form 8-K
dated March 1, 1994, and incorporated herein by reference.
