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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
INTERNET CAPITAL GROUP, INC.
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(Exact name of Registrant as specified in its charter)
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<S> <C>
Delaware 23-2996071
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
435 Devon Park Drive, Building 600, Wayne, PA 19087
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(Address of principal executive offices) (Zip code)
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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
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Series A Junior Participating Nasdaq - National Market System
Preferred Stock Purchase Rights
Securities to be registered pursuant to Section 12(g) of the Act:
None
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On November 22, 2000 (the "Rights Dividend Declaration Date"),
the Board of Directors of Internet Capital Group, Inc., a Delaware corporation
(the "Company"), declared a dividend of one right (a "Right") for each
outstanding share of Common Stock, par value $.001 per share of the Company
("Common Stock"). The dividend is payable on December 6, 2000 (the "Record
Date") to stockholders of record of shares of Common Stock 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 thereof to
purchase from the Company one ten-thousandth of a share of Series A Junior
Participating Preferred Stock (the "Preferred Stock") of the Company, at an
exercise price of $100.00 per Right (the "Purchase Price"). The description and
terms of the Rights are set forth in a rights agreement, dated as of November
22, 2000 (the "Rights Agreement"), between the Company and ChaseMellon
Shareholder Services, L.L.C., a New Jersey limited liability company, as rights
agent (the "Rights Agent").
Initially, the Rights will not be exercisable, certificates
will not be sent to stockholders and the Rights will automatically trade with
the shares of Common Stock.
The Rights will separate from the Common Stock and a
Distribution Date will occur upon the earlier of (A) the close of business on
the tenth day after the first date of a public announcement that a person or
group of affiliated or associated persons has acquired, or obtained the right to
acquire, beneficial ownership of fifteen percent (15%) or more of the shares of
Common Stock then outstanding (the date of such announcement being the "Stock
Acquisition Date" and the person or persons acquiring the applicable percentage
or more of outstanding Common Stock being an "Acquiring Person"), or (B) the
close of business on the tenth business day (or such later date as the Board
shall determine) after the date that a tender or exchange offer by a person
(other than the Company, any subsidiary of the Company, any employee benefit
plan of the Company or of any subsidiary of the Company, or any person or entity
organized, appointed or established by the Company for or pursuant to the terms
of any such plan) is first published, sent or given, if upon consummation
thereof, such person would become an Acquiring Person (the earlier of such dates
being called the "Distribution Date").
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.
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The Rights are not exercisable until the Distribution Date
and, unless earlier redeemed by the Company as described below, will expire at
the close of business on November 22, 2010.
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 any person at any time after the Rights
Dividend Declaration Date shall become an Acquiring Person (except 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 stockholders), 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 three
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 (initially, one).
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
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 $100.00 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 $300.00 worth of Common Stock (or other consideration, as noted above)
for $100.00. Assuming that the Common Stock had a per share value of $10.00 at
such time, the holder of each valid Right would be entitled to purchase 30
shares of Common Stock for $100.00.
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, (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 three times the exercise price of the Right. Clauses (i) and (ii)
of the preceding sentence will not apply to a
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merger which follows an offer approved by the independent directors in the
manner described in the second preceding paragraph. 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.
At any time until ten days following the Stock Acquisition
Date or the Final Expiration Date, the Company may redeem the Rights in whole,
but not in part, at a price of $.00001 per Right (payable, at the election of
the Company, in cash, Common Stock or such other consideration as the Board of
Directors may determine). At any time after any person becomes an Acquiring
Person, at the election of the Board of Directors of the Company, the
outstanding Rights (other than those beneficially owned by an Acquiring Person
or an affiliate or associate of an Acquiring Person) may be exchanged, in whole
or in part, for shares of Common Stock at an exchange ratio of one share of
Common Stock per Right. Immediately upon the action of the Board of Directors of
the Company 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 the Rights will only enable 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 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 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). 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,
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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).
Each share of outstanding Common Stock on December 6, 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
stockholders. 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.
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ITEM 2 EXHIBITS.
Exhibit Number Description of Exhibit
1.1 Rights Agreement, dated as of November 22, 2000, between Internet
Capital Group, Inc. and ChaseMellon Shareholder Services, L.L.C., as Rights
Agent, which includes as Exhibit B the Form of Right Certificate.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused the registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.
INTERNET CAPITAL GROUP, INC.
By: /s/ Henry N. Nassau
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Name: Henry N. Nassau
Title: Managing Director & General Counsel
Dated: December 1, 2000
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EXHIBIT INDEX
Exhibit No.,
As provided
in Item 601
Exhibit Number Description
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1.1 Rights Agreement, dated as of November 22, 2000, between
Internet CapitalGroup, Inc. and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent, which includes as Exhibit B
thereto the Form of Right Certificate.
