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UNITED STATES
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
WOODHEAD INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 36-1982580
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(State of incorporation) (I.R.S. Employer
or organization) Identification No.)
2150 E. Lake Cook Road, Suite 400
Buffalo Grove, IL 60089
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(Address of principal executive (Zip Code)
offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be registered each class is to be registered
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None None
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 REGISTRANT'S SECURITIES TO BE REGISTERED
On April 24, 1996, the Board of Directors of the Registrant declared a
dividend distribution of one right (a "Right") for each outstanding share of the
Registrant's Common Stock, $1.00 par value per share ("Common Stock"), to
stockholders of record at the close of business on May 29, 1996 (the "Record
Date"). The Board of Directors of the Registrant 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 and, in certain
circumstances, after the Distribution Date. Except as set forth below and
subject to adjustment as provided in the Rights Agreement (defined below), each
Right entitles the registered holder to purchase from the Registrant one one-
thousandth of a share of Series A Junior Participating Preferred Stock (the
"Preferred Stock"), at a purchase price of $65 per Right (the "Purchase Price").
The description and terms of the Rights are set forth in a Rights Agreement,
dated as of April 24, 1996 (the "Rights Agreement"), between the Registrant and
Harris Trust and Savings Bank, as Rights Agent.
Upon payment of the dividend at the close of business on the Record
Date, the Rights will be attached to all Common Stock certificates representing
shares then outstanding, and no separate Rights Certificates (as defined below)
will be distributed. The Rights will separate from the Common Stock upon the
earliest of (i) 10 days following a public announcement that a person or group
(an "Acquiring Person"), together with persons affiliated or associated with it,
has acquired, or obtained the right to acquire, beneficial ownership of 15% or
more of the outstanding shares of Common Stock (the "Stock Acquisition Date"),
(ii) 10 business days (or such later date as the Board of Directors of the
Registrant 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 shares of Common Stock, or (iii) 10 business days
following a determination by the Board of Directors of the Registrant that a
person (an "Adverse Person"), alone or together with its affiliates and
associates, has become the beneficial owner of more than 10% of the outstanding
Common Stock and that (a) such beneficial ownership is intended to cause the
Registrant to repurchase the Common
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Stock beneficially owned by such Adverse Person or to cause pressure on the
Registrant to take action or enter into transactions intended to provide such
Adverse Person with short-term financial gain under circumstances where the
Board of Directors of the Registrant determines that the best long-term
interests of the Registrant would not be served by taking such action or
entering into such transactions at the time or (b) such beneficial ownership is
causing or reasonably likely to cause a material adverse impact on the business
or prospects of the Registrant (the earliest of such dates being called the
"Distribution Date").
Until the Distribution Date (or earlier redemption or expiration of
the Rights), (i) the Rights will be transferred with and only with the Common
Stock (except in connection with redemption of the Rights), (ii) new Common
Stock certificates issued after the Record Date upon transfer, replacement or
new issuance of Common Stock 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.
The Rights will become first exercisable on the Distribution Date and
will expire at the close of business on May 29, 2006 (the "Expiration Date"),
unless earlier redeemed by the Registrant as described below. Notwithstanding
the foregoing, the Rights will not be exercisable after the occurrence of a
Triggering Event (defined below) until the Registrant's right of redemption has
expired.
As soon as practicable after the Distribution Date, separate
certificates evidencing the Rights (the "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, such separate Rights Certificates alone will
evidence the Rights. Except for shares of Common Stock issued or sold after the
Distribution Date pursuant to the exercise of stock options or under any
employee benefit plan or arrangement granted or awarded prior to the
Distribution Date, or the exercise, conversion or exchange of securities issued
by the Registrant, and 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.
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In the event that any person shall become (a) an Acquiring Person
(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 interest of the Registrant and its stockholders after receiving advice from
one or more investment banking firms (a "Qualifying Offer") 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 Registrant and such persons certify that they
became an Acquiring Person inadvertently and they agree that they will not
acquire any additional shares of Common Stock) or (b) an Adverse Person (either
such event is referred to herein as a "Triggering Event"), then the Rights will
"flip-in" and entitle each holder of a Right, except as provided below, to
purchase, upon exercise at the then-current Purchase Price, that number of
shares of Common Stock having a market value of two times such Purchase Price.
Any Rights beneficially owned at any time on or after the earlier of
the Distribution Date and the Stock Acquisition Date by an Acquiring Person, an
Adverse Person or an affiliate or associate of an Acquiring Person or an Adverse
Person (whether or not such ownership is subsequently transferred) will become
null and void upon the occurrence of a Triggering Event, and any holder of such
Rights will have no right to exercise such Rights.
In the event that, following a Stock Acquisition Date, the Registrant
is acquired in a merger or other business combination in which the Common Stock
does not remain outstanding or is changed (other than a merger consummated
pursuant to a Qualifying Offer) or 50% of the assets or earning power of the
Registrant and its Subsidiaries (as defined in the Rights Agreement) (taken as a
whole) is sold or otherwise transferred to any person (other than the Registrant
or any Subsidiary of the Registrant) in one transaction or a series of related
transactions, the Rights will "flip-over" and entitle each holder of a Right,
except as provided in the preceding paragraph, to purchase, upon the exercise of
the Right at the then-current Purchase Price, that number of shares of common
stock of the acquiring company (or, in certain circumstances, are of its affil-
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iates) which at the time of such transaction would have a market value of two
times such Purchase Price.
The Purchase Price is subject to adjustment from time to time to
prevent dilution upon the (i) declaration of a dividend on the Preferred Stock
payable in shares of Preferred Stock, (ii) subdivision of the outstanding
Preferred Stock, (iii) combination of the outstanding Preferred Stock into a
smaller number of shares, (iv) issuance of any shares of the Registrant's capi-
tal stock in a reclassification of the Preferred Stock (including any such
reclassification in connection with a consolidation or merger in which the
Registrant is the continuing or surviving corporation), (v) grant to holders of
the Preferred Stock of certain rights, options, or warrants to subscribe for
Preferred Stock or securities convertible into Preferred Stock at less than the
current market price of the Preferred Stock, or (vi) distribution to holders of
the Preferred Stock of other evidences of indebtedness, cash (other than a
regular quarterly cash dividend payable out of the earnings or retained earnings
of the Registrant), subscription rights, warrants, or assets (other than a
dividend payable in Preferred Stock, but including any dividend payable in stock
other than Preferred Stock).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% of
the Purchase Price.
At any time until the earlier of (i) the close of business on the
tenth day following the Stock Acquisition Date (or if the Stock Acquisition Date
shall have occurred prior to the Record Date, the close of business on the tenth
day following the Record Date) or (ii) the Expiration Date, the Registrant may
redeem the Rights in whole, but not in part, at a price of $.01 per Right,
subject to adjustments. The Registrant may, at its option, pay the redemption
price in cash, shares of Common Stock (based on the current market price of the
Common Stock at the time of redemption) or any other form of consideration
deemed appropriate by the Board of Directors of the Registrant. Immediately
upon the action of the Registrant's Board of Directors ordering redemption of
the Rights, the right to exercise the Rights will terminate and the only right
of the holders of Rights will be to receive the applicable redemption price. In
addition, after a Triggering Event, at the election of the Board of Directors of
the Registrant, the outstanding Rights (other than
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those beneficially owned by an Acquiring Person, Adverse Person or an affiliate
or associate of an Acquiring Person or Adverse Person) may be exchanged, in
whole or in part, for shares of Common Stock, or shares of preferred stock of
the Registrant having essentially the same value or economic rights as such
shares of Common Stock. Immediately upon the action of the Board of Directors
of the Registrant authorizing any such exchange, and without any further action
or any notice, the Rights (other than Rights which are not subject to such
exchange) will terminate and such Rights will only entitle holders to receive
the shares issuable upon such exchange.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Registrant, 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 Registrant, 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
Registrant or for common stock of the acquiring company as set forth above.
At any time prior to the Distribution Date, the Registrant 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 (i) to cure ambiguities, (ii) to correct inconsistent provisions,
(iii) to shorten or lengthen any time period thereunder or (iv) 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 May 20, 1996, there were 10,389,879 shares of Common Stock
outstanding. Each outstanding share of Common Stock on the Record Date will
receive one Right. Until the Distribution Date, the Registrant will issue one
Right with each share of Common Stock that shall become outstanding so that all
such shares will have attached
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Rights. Thirty thousand (30,000) shares of Preferred Stock have been reserved
for issuance upon exercise of the Rights.
The Rights have certain antitakeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the
Registrant on terms not approved by the Registrant's Board of Directors. The
Rights should not interfere with any merger or other business combination
approved by the Board of Directors of the Registrant since the Board of
Directors may, at its option, at any time until ten days following the Stock
Acquisition Date, redeem all, but no less than all, of the then outstanding
Rights at the applicable redemption price.
The foregoing summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights Agreement
(which includes as Exhibit B the Form of Rights Certificate), a copy of which is
incorporated herein by reference to Exhibit 1 to this registration statement.
Copies of the Rights Agreement will be available free of charge from the
Registrant.
Item 2. EXHIBITS
The following documents are filed as exhibits to this registration statement.
4.1 Rights Agreement, dated as of April 24, 1996, between the
Registrant and Harris Trust and Savings Bank, as Rights Agent,
which includes as Exhibit B thereto the Form of Rights
Certificate, is hereby incorporated by reference to Exhibit 4.1
of Registant's Form 10-Q filed with the Securities and Exchange
Commission on May 14, 1996.
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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, thereto duly authorized.
May 22, 1996 WOODHEAD INDUSTRIES, INC.
-- (Registrant)
By: /s/ Robert G. Jennings
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Name: Robert G. Jennings
Title: Vice President, Finance
and C.F.O.
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EXHIBIT INDEX
Exhibit Description Page
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4.1 Rights Agreement, dated as of N/A
April 24, 1996, between the Registrant
and Harris Trust and Savings Bank, as
Rights Agent, which includes as
Exhibit B thereto the Form of Rights
Certificate, is hereby incorporated by
reference to Exhibit 4.1 of
Registant's Form 10-Q filed with the
Securities and Exchange Commission on
May 14, 1996.
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