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
PHONE.COM, INC.
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(Exact name of registrant as specified in its charter)
Delaware 94-3219054
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(State of Incorporation or Organization) (IRS Employer Identification No.)
800 Chesapeake Drive, Redwood City, CA 94603
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(Address of principal executive offices) (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
effective pursuant to General is effective pursuant to
Instruction A.(c), please check the General Instruction A.(d),
following please check the following
box.|X| box.|_|
Securities Act registration statement file number to which this form
relates: N/A
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(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Preferred Stock Purchase Rights
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Securities to be registered pursuant to Section 12(g) of the Act: None
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(Title of Class)
ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
On August 8, 2000, the Board of Directors of Phone.com, Inc.
(the "Company") declared a dividend distribution of one Right for each
outstanding share of Common Stock, par value $.001 per share, of the
Company ("Common Stock") at the close of business on August 18, 2000. Each
Right entitles the registered holder to purchase from the Company one
one-thousandth of a share of a series of the Company's preferred stock
designated as Series A Junior Participating Preferred Stock ("Preferred
Stock") at a price of $500 per one one-thousandth of a share (the "Purchase
Price"), subject to adjustment. The description and terms of the Rights are
set forth in a Rights Agreement (the "Rights Agreement") between the
Company and U.S. Stock Transfer Corporation, as Rights Agent (the "Rights
Agent").
Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate Rights
Certificates will be distributed. Subject to certain exceptions specified
in the Rights Agreement, the Rights will separate from the Common Stock and
a Distribution Date will occur upon the earlier of (i) 10 business days
following a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired beneficial
ownership of 15% or more of the outstanding shares of Common Stock (the
"Stock Acquisition Date"), other than as a result of repurchases of stock
by the Company or certain inadvertent actions by institutional or certain
other stockholders, or (ii) 10 business days (or such later date as the
Board shall determine prior to any person becoming an Acquiring Person)
following the commencement of a tender offer or exchange offer that would
result in a person or group becoming an Acquiring 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) new 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
Common Stock outstanding will also constitute the transfer of the Rights
associated with the Common Stock represented by such certificate. Pursuant
to the Rights Agreement, the Company reserves the right to require prior to
the occurrence of a Triggering Event (as defined below) that, upon any
exercise of Rights, a number of Rights be exercised so that only whole
shares of Preferred Stock will be issued.
The Rights are not exercisable until the Distribution Date and
will expire at 5:00 P.M. (Redwood City, California time) on August 18, 2008
(the "Expiration Date"), unless such date is extended or the Rights are
earlier redeemed or exchanged 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. 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.
In the event that a Person becomes an Acquiring Person, except
pursuant to an offer for all outstanding shares of Common Stock which the
independent directors determine to be fair and not inadequate and to
otherwise be in the best interests of the Company and its stockholders,
after receiving advice from one or more investment banking firms (a
"Qualified Offer"), 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. Notwithstanding any of the
foregoing, following the occurrence of the event set forth in this
paragraph, all Rights that are, or (under certain circumstances specified
in the Rights Agreement) were, beneficially owned by any Acquiring Person
will be null and void. However, Rights are not exercisable following the
occurrence of the event 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 $500 per Right, each Right
not owned by an Acquiring Person (or by certain related parties) following
an event set forth in the preceding paragraph would entitle its holder to
purchase $1000 worth of Common Stock (or other consideration, as noted
above) for $500. Assuming that the Common Stock had a per share value of
$100 at such time, the holder of each valid Right would be entitled to
purchase 10 shares of Common Stock for $500.
In the event that, on or at any time after a Stock Acquisition
Date, the Company (i) engages in a merger or other business combination
transaction in which the Company is not the surviving corporation (other
than with an entity which acquired the shares pursuant to a Qualified
Offer), (ii) the Company engages in a merger or other business combination
transaction in which the Company is the surviving corporation and any
shares of the Company's Common Stock are changed into or exchanged for
other securities or assets or (iii) 50% or more of the assets, cash flow or
earning power of the Company and its subsidiaries (taken as a whole) are
sold or transferred so that each holder of a Right (except as noted below)
shall thereafter have the right to receive, upon the exercise thereof at
the then current exercise price of the Right, that number of shares of
common stock of the acquiring Company which at the time of such transaction
would have a market value (determined as provided in the Rights Agreement)
of 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."
At any time until the tenth business day after a Stock
Acquisition Date, the Company may redeem the rights in whole, but not in
part, at a price of $.001 per Right, (payable in cash, Common Stock or
other consideration deemed appropriate by the Board of Directors).
Immediately upon the action of the Board of Directors of the Company
electing to redeem the Rights, the Rights will terminate and the only right
of the holders of Rights will be to receive the $.001 Redemption Price.
At any time after a person becomes an Acquiring Person and
prior to the acquisition by such person or group of fifty percent (50%) or
more of the outstanding Common Stock, the Board may exchange the Rights
(other than Rights owned by such person or group which have become void),
in whole or in part, for Common Stock at an exchange ratio of one share of
Common Stock, or one one-thousandth of a share of Preferred Stock (or of a
share of a class or series of the Company's preferred stock having
equivalent rights, preferences and privileges), per Right (subject to
adjustment).
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 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 or in the event of the redemption of the Rights as set
forth above.
Any of the provisions of the Rights Agreement may be amended by
the Board of Directors of the Company prior to the Distribution Date. After
the Distribution Date, the provisions of the Rights Agreement may be
amended by the Board in order to cure any ambiguity, to make changes which
do not adversely affect the interests of holders of Rights, or to shorten
or lengthen any time period under the Rights Agreement. The foregoing
notwithstanding, no amendment may be made at such time as the Rights are
not redeemable.
As of July 31, 2000, there were 82,997,462 shares of Common
Stock of the Company issued and outstanding and no shares of Common Stock
of the Company in the treasury. As of July 31, 2000, options to purchase
27,700,417 shares of Common Stock were reserved for issuance under the
Company stock plans. Each share of Common Stock of the Company outstanding
at the close of business on August 18, 2000, will receive one Right. So
long as the Rights are attached to the Common Stock, one additional Right
(as such number may be adjusted pursuant to the provisions of the Rights
Agreement) shall be deemed to be delivered for each share of Common Stock
issued or transferred by the Company in the future. In addition, following
the Distribution Date and prior to the expiration or redemption of the
Rights, the Company may issue Rights when it issues Common Stock only if
the Board deems it to be necessary or appropriate, or in connection with
the issuance of shares of Common Stock pursuant to the exercise of stock
options or under employee plans or upon the exercise, conversion or
exchange of certain securities of the Company. Two hundred fifty thousand
(250,000) shares of Preferred Stock are initially reserved for issuance
upon exercise of the Rights.
The Rights may have certain anti-takeover effects. The Rights
will cause substantial dilution to a person or group that attempts to
acquire the Company in a manner which causes the Rights to become discount
Rights unless the offer is conditional on a substantial number of Rights
being acquired. The Rights, however, should not affect any prospective
offeror willing to make an offer at a price that is fair and not inadequate
and otherwise in the best interest of the Company and its stockholders. The
Rights should not interfere with any merger or other business combination
approved by the Board since the Board may, at its option, at any time until
ten business days following the Stock Acquisition Date redeem all but not
less than all the then outstanding Rights at the Redemption Price.
The Rights Agreement, dated as of August 8, 2000, between the
Company and Registrar and Transfer Company, as Rights Agent, specifying the
terms of the Rights is attached hereto as an exhibit and is incorporated
herein by reference. The foregoing description of the Rights is qualified
in its entirety by reference to such exhibit.
ITEM 2. EXHIBITS.
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1 Rights Agreement, dated as of August 8, 2000, between
Phone.com, Inc. and U.S. Stock Transfer Corporation, as
Rights Agent, including the form of Certificate of
Designation, Preferences and Rights as Exhibit A, the form
of Rights Certificates as Exhibit B and the Summary of
Rights as Exhibit C. Pursuant to the Rights Agreement,
printed Rights Certificates will not be mailed until after
the Distribution Date (as such term is defined in the Rights
Agreement).
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, thereunto duly
authorized.
Dated: August 17, 2000 PHONE.COM, INC.
By: /s/ Alan Black
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Name: Alan Black
Title: Vice President of Finance and
Administration Chief Financial
Officer and Treasurer
EXHIBIT INDEX
Exhibit Description Page
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1 Rights Agreement, dated as of August 8, 2000, between
Phone.com, Inc. and U.S. Stock Transfer Corporation, as Rights
Agent, including the form of Certificate of Designation,
Preferences and Rights as Exhibit A, the form of Rights
Certificates as Exhibit B and the Summary of Rights as Exhibit
C. Pursuant to the Rights Agreement, printed Rights Certificates
will not be mailed until after the Distribution Date (as such
term is defined in the Rights Agreement).
