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 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
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PRISM FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 36-4279417
(State of incorporation (I.R.S. employer
or organization) identification no.)
440 North Orleans
Chicago, Illinois
(Address of principal executive offices)
60610
(zip code)
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Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class is
to be registered to be registered
------------------- ----------------------
Preferred Stock NASDAQ
Purchase Rights
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On January 27, 2000 (the "Rights Dividend Declaration Date"),
the Board of Directors of Prism Financial Corporation, a Delaware
corporation (the "Company"), declared a dividend of one right (a "Right")
for each outstanding share of Common Stock, par value $.01 per share, of
the Company (the "Common Stock"). The dividend was payable on February 7,
2000 (the "Record Date") to stockholders of record at the close of business
on the Record Date. The Board of Directors of the Company also authorized
the issuance of one Right for each share of Common Stock issued after the
Record Date and prior to the earliest of the Distribution Date (as defined
below), the redemption of the Rights and the expiration of the Rights.
Except as set forth below and subject to adjustment as provided in the
Rights Agreement (as defined below), each Right entitles the registered
holder to purchase from the Company one one-thousandth of a share of Series
A Junior Participating Preferred Stock (the "Preferred Stock") of the
Company, at an exercise price of $17.00 per Right (the "Purchase Price").
The description and terms of the Rights are set forth in a rights
agreement, dated as of January 27, 2000 (the "Rights Agreement"), between
the Company and LaSalle Bank National Association, as Rights Agent (the
"Rights Agent").
The Rights will separate from the Common Stock and a
Distribution Date will occur upon the earliest of (i) the close of business
on the tenth business day following a public announcement that a person or
group of affiliated or associated persons (an "Acquiring Person") has
acquired, or obtained the right to acquire, beneficial ownership of 15% or
more of the outstanding Common Stock (the date of such announcement being
the "Stock Acquisition Date");(ii) the close of business on the tenth
business day (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 beneficially owning 15% or more of such outstanding Common
Stock; or (iii) the close of business on the tenth business day following
the Board of Directors' determination that a person who has acquired at
least 10% of the outstanding Common Stock intends to cause the Company to
repurchase such stock or cause the Company to take action to provide such
person short-term financial gain when not in the best interests of the
Company or such ownership is causing or is reasonably likely to cause a
material adverse impact on the Company, its employees, customers, suppliers
or the community in which the Company operates (an "Adverse 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) 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
shares of Common Stock outstanding will also constitute the transfer of the
Rights associated with the Common Stock represented by such certificates.
The Rights are not exercisable until the Distribution Date and
will expire at the close of business on January 27, 2010, unless earlier
redeemed by the Company as described below.
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. All shares of
Common Stock issued prior to the Distribution Date will be issued with
Rights. Shares of Common Stock issued after the Distribution Date will be
issued with Rights if such shares are issued pursuant to the exercise of
stock options or under an employee benefit plan, or upon the conversion of
securities issued after adoption of the Rights Agreement. Except as
otherwise determined by the Board of Directors, no other shares of Common
Stock issued after the Distribution Date will be issued with Rights.
In the event that a Person at any time after the Rights
Dividend Declaration Date becomes the beneficial owner of more than 15% of
the then outstanding Common Stock (except (i) pursuant to an offer for all
outstanding shares of Common Stock which the independent directors
determine to be fair to and otherwise in the best interests of the Company
and its shareholders and (ii) for certain persons who report their
ownership on Schedule 13G under the Securities Exchange Act of 1934, as
amended (the "Exchange Act") or on Schedule 13D under the Exchange Act,
provided that they do not state any intention to, or reserve the right to,
control or influence the Company and such persons certify that they became
an Acquiring Person inadvertently and they agree that they will not acquire
any additional shares of the Company's Common Stock), 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. The Exercise Price is the Purchase Price multiplied by the number of
shares of Common Stock issuable upon exercise of a Right prior to any of
the events described in this paragraph. Notwithstanding any of the
foregoing, following the occurrence of any of the events set forth in this
paragraph, all Rights that are, or (under certain circumstances specified
in the Rights Agreement) were, beneficially owned by any Adverse Person or
Acquiring Person will be null and void. However, Rights are not exercisable
following the occurrence of any of the events set forth above until such
time as the Rights are no longer redeemable by the Company as set forth
below.
For example, at an exercise price of $17.00 per Right, each
Right not owned by an Acquiring Person or an Adverse Person, as the case
may be (or by certain of their related parties), following an event set
forth in the preceding paragraph would entitle its holder to purchase
$34.00 worth of Common Stock (or other consideration, as noted above) for
$17.00. Assuming that the Common Stock had a per share value of $2.00 at
such time, the holder of each valid Right would be entitled to purchase 17
shares of Common Stock for $17.00.
In the event that, at any time following the Stock Acquisition
Date, (i) the Company is acquired in a merger or other business combination
transaction (other than a merger which follows an offer approved by the
independent directors in the manner described in the second preceding
paragraph), (ii) any person merges with and into the Company and the
Company shall be the surviving entity and in connection with the merger all
or a part of the Company's common stock shall be changed into or exchanged
for other securities, cash or other property, or (iii) 50% or more of the
Company's assets or earning power is sold or transferred, each holder of a
Right (except Rights which previously have 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."
The Purchase Price payable, and the number of shares of
Preferred Stock or other securities or property 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 Preferred Stock, (ii) if holders of the Preferred
Stock are granted certain rights or warrants to subscribe for shares of
Preferred Stock or convertible securities at less than the current market
price of the Preferred Stock, or (iii) upon the distribution to holders of
the Preferred Stock of evidences of indebtedness or assets (excluding
regular quarterly cash dividends) or of subscription rights or warrants
(other than those referred to above).
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments amount to at least 1% of the
Purchase Price. No fractional shares of Common Stock will be issued and, in
lieu thereof, an adjustment in cash will be made based on the market price
of the Common Stock on the last trading date prior to the date of exercise.
The Company will generally be entitled to redeem the Rights for
$0.001 per Right at any time prior to 10 business days (subject to
extension) following a public announcement that a 15% position has been
acquired. The Company will not be entitled, however, to redeem the Rights
following a determination by the Board of Directors that any person or
group is an Adverse Person.
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 for Common
Stock (or other consideration) of the Company or for common stock of the
acquiring company as set forth above.
At any time prior to the Distribution Date, the Company may,
without the approval of any holder of the Rights, supplement or amend any
provision of the Rights Agreement. Thereafter, the Rights Agreement may be
amended only to cure ambiguities, to correct inconsistent provisions, to
shorten or lengthen any time period thereunder or in ways that do not
adversely affect the Rights holders (other than an Acquiring Person or
Adverse Person). From and after the Distribution Date, the Rights Agreement
may not be amended to lengthen (A) a time period relating to when the
Rights may be redeemed at such time as the Rights are not then redeemable,
or (B) any other time period unless such lengthening is for the purpose of
protecting, enhancing or clarifying the rights of, and/or the benefits to,
the holders of Rights (other than an Acquiring Person or Adverse Person).
As of November 12, 1999, there were 14,625,171 shares of Common
Stock outstanding. Each share of outstanding Common Stock on February 7,
2000 will have one Right attached thereto. Until the Distribution Date, the
Company will issue one Right with each share of Common Stock that shall
become outstanding so that all such shares will have attached Rights.
The Rights have certain antitakeover effects. The Rights will
cause substantial dilution to a person or group that attempts to acquire
the Company without conditioning the offer on a substantial number of
Rights being acquired. Accordingly, the existence of the Rights may deter
certain acquirors from making takeover proposals or tender offers. However,
the Rights are not intended to prevent a takeover, but rather are designed
to enhance the ability of the Board of Directors to negotiate with an
acquiror on behalf of all of the shareholders. In addition, the Rights
should not interfere with a proxy contest.
The Rights Agreement between the Company and the Rights Agent
specifying the terms of the Rights, which includes as Exhibit A the
Certificate of Designations, Preferences and Rights of Series A Junior
Participating Preferred Stock and as Exhibit B the Form of Rights
Certificate, is attached hereto as an exhibit and incorporated herein by
reference. The foregoing 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. Rights Agreement, dated as of January 27, 2000, between
Prism Financial Corporation and LaSalle Bank National
Association as Rights Agent, which includes as Exhibit A
the Certificate of Designations, Preferences and Rights
of Series A Junior Participating Preferred Stock and as
Exhibit B the Form of Rights Certificate. (Incorporated
by reference to Exhibit 4.3 to Registrant's Current
Report on Form 8-K filed on February 8, 2000.)
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.
PRISM FINANCIAL CORPORATION
By: /s/ David A. Fisher
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Name: David A. Fisher
Title: Senior Vice President, Chief
Financial Officer and Secretary
Date: February 8, 2000
EXHIBIT INDEX
Exhibit Description
- - ------- -----------
1 Rights Agreement, dated as of January 27, 2000, between
LaSalle Bank National Association and Prism Financial
Corporation, as Rights Agent, which includes as Exhibit A
the Certificate of Designations, Preferences and Rights
of Series A Junior Participating Preferred Stock and as
Exhibit B the Form of Rights Certificate. (Incorporated
by reference to Exhibit 4.3 to Registrant's Current
Report on Form 8-K filed on February 8, 2000.)
