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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
INTERNET PICTURES CORPORATION
(Exact name of registrant as specified in its charter)
TENNESSEE 52-2213841
(State of Incorporation or organization) (I.R.S. Employer
Identification No.)
1009 COMMERCE PARK DRIVE, OAK RIDGE, TENNESSEE 37830
(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 12(g) of the Exchange Act and
is effective pursuant to is effective pursuant to
General Instruction A.(c), General Instruction A.(d),
check the following box, check the following box.
( ) ( X )
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Securities Act registration statement file number to which this form relates: N/A
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(If applicable)
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Securities to be registered pursuant to Section 12(b) of the Act:
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 October 26, 2000, the Board of Directors of Internet Pictures
Corporation (the "Company") declared a dividend distribution of one Preferred
Stock Purchase Right (the "Right") for each outstanding share of Company Common
Stock to shareholders of record at the close of business on November 9, 2000
(the "Record Date"). Each Right entitles the registered holder to purchase from
the Company one one-hundredth of a share of Series A Junior Participating
Preferred Stock, $0.001 par value (the "Preferred Share"), at a Purchase Price
of $15 per Preferred Share, subject to adjustment. The description and terms of
the Rights are set forth in a Rights Agreement (the "Rights Agreement"), dated
as of October 31, 2000, between the Company and EquiServe, as Rights Agent.
The Rights. The Company's Board authorized the issuance of a Right with respect
to each outstanding share of common stock on November 9, 2000. The Rights will
initially trade with, and will be inseparable from, the common stock. The Rights
are evidenced only by certificates that represent shares of common stock. New
Rights will accompany any new shares of common stock the Company issues after
November 9, 2000 until the Distribution Date described below.
Exercise Price. Each Right will allow its holder to purchase from the Company
one one-hundredth of a share of Series A Junior Participating Preferred Stock
("Preferred Share") for $15, once the Rights become exercisable. This portion of
a Preferred Share will give the stockholder approximately the same dividend,
voting, and liquidation rights as would one share of common stock. Prior to
exercise, the Right does not give its holder any dividend, voting, or
liquidation rights.
Exercisability. The Rights will not be exercisable until
- 10 days after the public announcement that a person or group has become
an "Acquiring Person" by obtaining beneficial ownership of 15% or more
of the Company's outstanding common stock, or, if earlier,
- 10 business days (or a later date determined by the Company's Board
before any person or group becomes an Acquiring Person) after a person
or group begins a tender or exchange offer which, if completed, would
result in that person or group becoming an Acquiring Person.
The "Distribution Date" refers to the date when the Rights become
exercisable. Until that date, the common stock certificates will also evidence
the Rights, and any transfer of shares of common stock will constitute a
transfer of Rights. After that date, the Rights will separate from the common
stock and be evidenced by book-entry credits or by Rights certificates that the
Company will mail to all eligible holders of common stock. Any Rights held by an
Acquiring Person are void and may not be exercised.
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The Board may reduce the threshold at which a person or group becomes an
Acquiring Person from 15% to not less than 10% of the outstanding common stock.
Consequences of a Person or Group Becoming an Acquiring Person.
- Flip In. If a person or group becomes an Acquiring Person, all holders
of Rights except the Acquiring Person may, for $15, purchase shares of
common stock with a market value of $30, based on the market price of
the common stock prior to such acquisition.
- Flip Over. If the Company is later acquired in a merger or similar
transaction after the Rights Distribution Date, all holders of Rights
except the Acquiring Person may, for $15, purchase shares of the
acquiring corporation with a market value of $30 based on the market
price of the acquiring corporation's stock, prior to such merger.
Preferred Share Provisions.
Each one one-hundredth of a Preferred Share, if issued:
- will not be redeemable.
- will entitle holders to quarterly dividend payments of $.01 per share,
or an amount equal to the dividend paid on one share of common stock,
whichever is greater.
- will entitle holders upon liquidation either to receive $1 per share or
an amount equal to the payment made on one share of common stock,
whichever is greater.
- will have the same voting power as one share of common stock.
- if shares of common stock are exchanged via merger, consolidation, or a
similar transaction, will entitle holders to a per share payment equal
to the payment made on one share of common stock.
The value of one one-hundredth interest in a Preferred Share should approximate
the value of one share of common stock.
Expiration. The Rights will expire on November 9, 2010.
Redemption. The Board may redeem the Rights for $.001 per Right at any time
before any person or group becomes an Acquiring Person. If the Board redeems any
Rights, it must redeem all of the Rights. Once the Rights are redeemed, the only
right of the holders of Rights will be to receive the redemption price of $.001
per Right. The redemption price will be adjusted if the Company announces a
stock split or stock dividends of common stock.
Exchange. After a person or group becomes an Acquiring Person, but before an
Acquiring Person owns 50% or more of the outstanding common stock, the Board may
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extinguish the Rights by exchanging one share of common stock or an equivalent
security for each Right, other than Rights held by the Acquiring Person.
Anti-Dilution Provisions. The Board may adjust the purchase price of the
Preferred Shares, the number of Preferred Shares issuable and the number of
outstanding Rights to prevent dilution that may occur from a stock dividend, a
stock split, a reclassification of the Preferred Shares or common stock. No
adjustments to the Exercise Price of less than 1% will be made.
Amendments. The terms of the Rights Agreement may be amended by the Board
without the consent of the holders of the Rights. However, the Board may not
amend the Rights Agreement to lower the threshold at which a person or group
becomes an Acquiring Person to below 10% of the outstanding common stock. In
addition, the Board may not cause a person or group to become an Acquiring
Person by lowering this threshold below the percentage interest that such person
or group already owns. After a person or group becomes an Acquiring Person, the
Board may not amend the agreement in a way that adversely affects holders of the
Rights.
Item 2.
Exhibits
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1 Rights Agreement, dated as of October 31, 2000, between
Internet Pictures Corporation and EquiServe, 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).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Act of
1934, the Registrant has duly caused this Registration Statement to be signed on
its behalf by the under signed, thereto duly authorized.
Date: November 1, 2000
/s/ John J. Kalec
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John J. Kalec
Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No. Exhibit
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1 Rights Agreement, dated as of October 31, 2000, between
Internet Pictures Corporation and EquiServe, 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.
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