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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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
Bowmar Instrument Corporation
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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Indiana 35-0905052
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(STATE OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
3601 E. University Drive, Phoenix, Arizona 85034
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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If this Form relates to the registration of a If this Form relates to the registration of
class of securities pursuant to Section 12(b) a class of securities pursuant to Section
of the Exchange Act and is effective pursuant 12(g) of the Exchange Act and is effective
to General Instruction A.(c), please check pursuant to General Instruction A.(d),
the following box. [x] please check the following box.
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SECURITIES ACT REGISTRATION STATEMENT FILE NUMBER TO WHICH THIS FORM
RELATES:
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(If applicable)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
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TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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Common Stock Purchase Rights American Stock Exchange
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
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(TITLE OF CLASS)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On December 6, 1996, the Board of Directors of Bowmar
Instrument Corporation (the "Corporation") declared a dividend of one common
share purchase right (a "Right" or "Rights") for each outstanding share of the
Corporation's common stock, stated value $.10 (the "Common Shares"), of the
Corporation and entered into a rights agreement. If and when the Rights become
exercisable, each Right will entitle the registered holder to purchase from the
Corporation one Common Share at a purchase price of $20.00 (the "Purchase
Price"), although the price may be adjusted as described below. The
description and terms of the Rights are set forth in the rights agreement (the
"Rights Agreement") between the Corporation and American Stock Transfer and
Trust Company, as Rights Agent (the "Rights Agent").
Separate certificates representing the Rights ("Rights
Certificates") will be distributed as soon as practicable after the
"Distribution Date", which is the earliest to occur of: (i) 10 calendar days
following a public announcement by the Corporation or an Acquiring Person that
a person or group of affiliated or associated persons (an "Acquiring Person")
has acquired beneficial ownership of 15% or more of the outstanding Common
Shares, or (ii) 10 business days (or such later date as may be determined by
action of the Board of Directors prior to the time any person or group becomes
an Acquiring Person) following the commencement or announcement of an intention
to make a tender offer or exchange offer the consummation of which would result
in the beneficial ownership by a person or group of 15% or more of such
outstanding Common Shares.
The Rights cannot be bought, sold or otherwise traded
separately from the Common Shares. Certificates for Common Shares issued after
the date of the Rights Agreement will carry a notation that indicates that
Rights are attached to the Common Shares and that the terms of the Rights
Agreement are incorporated therein. Until the Distribution Date (or earlier
exchange, redemption or expiration of the Rights), the surrender for transfer
of any certificates for Common Shares outstanding as of the date of the Rights
Agreement, even without such notation or a copy of a Summary of Rights being
attached thereto, will also constitute the transfer of the Rights associated
with the Common Shares represented by such certificate. After distribution of
the Right Certificates, such separate Right Certificates alone will evidence
the Rights.
The holders of the Rights are not required to take any action
until the Rights become exercisable. As described above, the Rights are not
exercisable until the Distribution Date. Holders of the Rights will be
notified that the Rights have become exercisable when the Rights Agent mails
the Rights Certificates. The Rights will expire on December 5, 2006 (the
"Final Expiration Date"), unless the Final Expiration Date is extended or
unless the Rights are earlier redeemed by the Corporation, in each case, as
described below.
To protect the value of the Rights to the holders, the
Purchase Price payable, and the number of Common Shares or other securities or
property issuable, upon exercise of the Rights are subject to adjustment from
time to time (i) in the event of a stock dividend on, or a subdivision,
combination or reclassification of, the Common Shares, (ii) upon the grant to
holders of the Common Shares of certain rights or warrants to subscribe for or
purchase Common Shares at a price, or securities convertible into Common Shares
with a conversion
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price, less than the then current market price of Common Shares, or (iii) upon
the distribution to holders of the Common Shares of evidences of indebtedness
or assets (excluding regular periodic cash dividends paid out of earnings or
retained earnings or dividends payable in Common Shares) or of subscription
rights or warrants, other than those referred to above.
These adjustments are called anti-dilution provisions and are
intended to ensure that a holder of Rights will not be adversely affected by
the occurrence of such events. With certain exceptions, the Corporation is not
required to adjust the Purchase Price until cumulative adjustments require a
change of at least 1% in the Purchase Price. No fractional Common Shares will
be issued and in lieu thereof, an adjustment in cash will be made based on the
market price of the Common Shares on the last trading day prior to the date of
exercise.
At any time after a person becomes an Acquiring Person, and
prior to the acquisition by such Acquiring Person of 50% or more of the
outstanding Common Shares, the Board of Directors of the Corporation may
exchange the Rights (other than Rights owned by such person or group which have
become void), in whole or in part, at an exchange ratio of one Common Share per
Right (subject to adjustment).
In the event that (i) the Corporation is acquired in a merger
or other business combination transaction and the Corporation is not the
surviving corporation, or (ii) any person consolidates or merges with the
Corporation and all or part of the Corporation's Common Shares are exchanged
for securities, cash or property of any other person, or (iii) 50% or more of
the Corporation's consolidated assets or earning power are sold (collectively,
"Flip-Over Events"), proper provision will be made so that each holder of a
Right, other than the Acquiring Person, will 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 corporation which
at the time of such transaction will have a market value of two times the
exercise price of the Right. In the event that a person acquires 15% or more
of the outstanding Common Shares (a "Flip-In Event"), proper provision shall be
made so that each holder of a Right, other than Rights beneficially owned by
the Acquiring Person (which will thereafter be void), will thereafter have the
right to receive upon exercise that number of Common Shares having a market
value of two times the exercise price of the Right.
At any time prior to the tenth calendar day following the date
of a public announcement that a person or group has become an Acquiring Person,
the Board of Directors of the Corporation may redeem the Rights in whole, but
not in part, at a price of $.01 per Right (the "Redemption Price"). The
redemption of the Rights may be made effective at such time, on such basis and
with such conditions as the Board of Directors in its sole discretion may
establish. Immediately upon any 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 Redemption Price.
If the Board of Directors' ability to redeem the Rights
pursuant to the Rights Agreement has expired, but a Flip-Over Event or certain
Flip-In Events have not yet occurred, the redemption right will be reinstated
if the Acquiring Person disposes of a sufficient number of the Corporation's
Common Shares so that such person then owns less than 10% of the outstanding
Corporation's Common Shares and if certain other conditions are met.
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The terms of the Rights may be amended by the Board of
Directors of the Corporation without the consent of the holders of the Rights,
except that from and after such time as any person becomes an Acquiring Person
no such amendment may adversely affect the interests of the holders of the
Rights.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a shareholder of the Corporation, including, without
limitation, the right to vote or to receive dividends.
The Rights have certain anti-takeover effects. The Rights
will cause substantial dilution to a person or group that attempts to acquire
the Corporation in certain circumstances. Accordingly, the existence of the
Rights may deter certain potential acquirors from making certain takeover
proposals or tender offers. The Rights should not interfere with any merger or
other business combination approved by the Board of Directors since the Rights
may be redeemed by the Corporation as described above.
The form of Rights Agreement between the Corporation and the
Rights Agent specifying the terms of the Rights, which includes as Exhibit A
thereto the form of Right Certificate, is attached hereto as Exhibit 1 and is
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 the
form of Rights Agreement (and the exhibits thereto) attached hereto.
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ITEM 2. EXHIBITS.
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Exhibit No. Description of Exhibit
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1 Rights Agreement, dated as of December 6, 1996 between Bowmar Instrument Corporation and American Stock
Transfer and Trust Corporation which includes the form of Right Certificate as Exhibit A and the Summary
of Rights to Purchase Common Shares as Exhibit B. [Incorporated by reference to Exhibit 5(c) of the Form
8-K filed by the Company on December 19, 1996.]
2 Letter to the Shareholders of Bowmar Instrument Corporation. [Incorporated by reference to Exhibit 5(b)
of the Form 8-K filed by the Company on December 19, 1996.]
3 Form of Stock Certificate of Bowmar Instrument Corporation Common Stock, no par value. [Incorporated by
reference to Exhibit 4.3 to the Registration Statement on Form S-7, File No. 2-70025, filed by the
Company on November 25, 1980.]
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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.
BOWMAR INSTRUMENT CORPORATION
Date: May 21, 1998 By: /s/ HAMID R. SHOKRGOZAR
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Hamid R. Shokrgozar
President and Chief Executive Officer
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EXHIBIT INDEX
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Exhibit No. Description of Exhibit
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1. Rights Agreement, dated as of December 6, 1996 between Bowmar Instrument Corporation and
American Stock Transfer and Trust Corporation which includes the form of Right
Certificate as Exhibit A and the Summary of Rights to Purchase Common Shares as Exhibit
B. [Incorporated by reference to Exhibit 5(c) of the Form 8-K filed by the Company on
December 19, 1996.]
2. Letter to the Shareholders of Bowmar Instrument Corporation. [Incorporated by reference
to Exhibit 5(b) of the Form 8-K filed by the Company on December 19, 1996.]
3. Form of Stock Certificate of Bowmar Instrument Corporation Common Stock, no par value.
[Incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-7, File
No. 2-70025, filed by the Company on November 25, 1980.]
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