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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
CHARMING SHOPPES, INC.
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(Exact name of registrant as specified in its charter)
PENNSYLVANIA 23-1721355
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
450 WINKS LANE, BENSALEM, PENNSYLVANIA 19020
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(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1), please check the
following box. [ ]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2), please check the following box. [ ]
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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Stock Nasdaq
Purchase Rights
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.
The Board of Directors of Charming Shoppes, Inc. (the "Company")
declared a dividend distribution of one Right for each outstanding share of
Common Stock, $.10 par value, of the Company (the "Common Shares") payable
effective immediately upon the close of business on April 26, 1999 (the
expiration date of the Company's presently outstanding rights) to shareholders
of record at the close of business on April 12, 1999, subject to the right to
cancel such dividend and the distribution of the Rights at any time before such
date in the event that the rights outstanding under the Company's existing
Rights Agreement dated April 27, 1989 are redeemed or are distributed before
such date. Each Right will entitle the registered holder to purchase from the
Company one three-hundredth of a share of Series A Junior Participating
Preferred Stock, or, under certain circumstances, a combination of securities
and assets of equivalent value, at a Purchase Price of $20.00 per Common Shares
or Right, subject to adjustment. The Purchase Price may be paid in cash or, if
the Company permits, by the delivery of Rights under certain circumstances. The
description and terms of the Rights are set forth in a Rights Agreement (the
"Rights Agreement") between the Company and American Stock Transfer & Trust
Company, as Rights Agent, which is filed as an Exhibit hereto.
Initially, ownership of the Rights will be evidenced by the Common
Share certificates representing shares then outstanding, and no separate Rights
Certificates will be distributed. The Rights will separate from the Common
Shares and a Distribution Date will occur upon the earlier of (i) 10 days
following a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired, or obtained the right
to acquire, beneficial ownership of 20% or more of the outstanding Common Shares
(the "Stock Acquisition Date") or (ii) the close of business on the tenth
business day (or such later date as may be fixed by the Board of Directors of
the Company before a Person becomes an Acquiring Person) after the commencement
of a tender offer or exchange offer that would result in a person or group
beneficially owning 20% or more of the outstanding Common Shares. Until the
Distribution Date, (i) the Rights will be evidenced by the Common Share
certificates and will be transferred with and only with such Common Share
certificates, (ii) new Common Share certificates issued after April 26, 1999
will contain a notation incorporating the Rights Agreement by reference and
(iii) the surrender for transfer of any certificates for Common Shares
outstanding will also constitute the transfer of the Rights associated with the
Common Shares represented by such certificate.
The Rights will not be exercisable until the Distribution Date and will
expire at the close of business on April 25, 2009, unless earlier redeemed 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 Shares 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, and except in connection with the exercise of
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employee stock options or stock appreciation rights or under any other benefit
plan for employees or directors or in connection with the exercise of warrants
or the conversion of convertible securities, only Common Shares issued after
April 12, 1999 and prior to the Distribution Date will be issued with Rights.
In the event that at any time following the Distribution Date a Person
becomes an Acquiring Person, each holder of a Right will thereafter have the
right to receive, upon exercise, Common Shares (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. In lieu of requiring payment of the
Purchase Price upon exercise of the Rights following any such event, the Company
may permit the holders simply to surrender the Rights under certain
circumstances in which event they will be entitled to receive Common Shares (and
other property, as the case may be) with a value of 50% of what could be
purchased by payment of the full Purchase Price. Notwithstanding any of the
foregoing, all Rights that are, or (under certain circumstances specified in the
Rights Agreement) were, beneficially owned by the Acquiring Person will be null
and void. However, Rights are not exercisable until such time as the Rights are
no longer redeemable by the Company as set forth below.
For example, at an exercise price of $20.00 per Right, each Right not
otherwise voided following an event set forth in the preceding paragraph would
entitle its holder to purchase $40.00 worth of Common Shares (or other
consideration, as noted above) for $20.00. Assuming that the Common Shares had a
per share value of $10.00 at such time, the holder of each valid Right would be
entitled to purchase four Common Shares with a value of $40.00 for $20.00.
Alternatively, the Company could permit the holder to surrender each Right in
exchange for one-half of the number of Common Shares (or other consideration, as
noted above) otherwise deliverable upon exercise without the payment of any
consideration other than the surrender of the Right.
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 in which the Company is not the surviving corporation (other than a
merger that is described in, or that follows a tender offer or exchange offer
described in, the second preceding paragraph), or (ii) 50% or more of the
Company's assets or earning power is sold or transferred, each holder of a Right
(except Rights that previously have been voided as set forth above) shall
thereafter have the right to receive, upon exercise, common shares of the
acquiring company having a value equal to two times the exercise price of the
Right. Again, provision is made to permit surrender of the Rights in exchange
for one-half of the value otherwise purchasable. 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 Common Shares 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 Common
Shares, (ii) if holders of the Common Shares are granted certain
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rights or warrants to subscribe for Common Shares or convertible securities at
less than the current market price of the Common Shares, or (iii) upon the
distribution to holders of the Common Shares of evidences of indebtedness or
assets (excluding regular quarterly dividends) or of certain subscription rights
or warrants (other than those referred to above and rights or warrants to
acquire securities of any person, including any subsidiary of the Company).
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 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 date prior to the date of exercise.
At any time until ten days following the Stock Acquisition Date, the
Company may redeem the Rights in whole, but not in part, at a redemption price
of $.01 per Right, subject to adjustment. The ten day period may be extended by
the Board of Directors so long as the Rights are still redeemable. Under certain
circumstances set forth in the Rights Agreement, the decision to redeem will
require the concurrence of a majority of the Continuing Directors (as defined
below). Immediately upon the action of the Board of Directors ordering
redemption of the Rights, with, where required, the concurrence of the
Continuing Directors, the Rights will terminate and the only right of the
holders of Rights will be to receive the redemption price.
The term "Continuing Directors" means any member of the Board of
Directors of the Company who was a member of the Board prior to the date of the
Rights Agreement, and any person who is subsequently elected to the Board if
such person is recommended or approved by a majority of the Continuing
Directors, but shall not include an Acquiring Person, or an affiliate or
associate of an Acquiring Person, or any representative of the foregoing
entities.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder 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 shareholders or to the Company, shareholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable for Common Shares (or other consideration) of the Company or for
common shares of the acquiring company 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 certain circumstances, with the concurrence of the Continuing
Directors) in order to cure any ambiguity, to make changes that do not adversely
affect the interests of holders of Rights (excluding the interests of any
Acquiring Person), or to shorten or lengthen certain time periods under the
Rights Agreement; provided, however, that no amendment to adjust the time period
governing redemption shall be made at such time as the Rights are not
redeemable.
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This summary description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights Agreement, which is
filed as an Exhibit to the Company's Current Report on Form 8-K dated April 26,
1999.
Item 2. Exhibits.
Exhibit No. Exhibit
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4 Rights Agreement, dated as of April 26,
1999, between Charming Shoppes, Inc. and
American Stock Transfer & Trust Company,
as Rights Agent (incorporated by herein
by reference to Exhibit 4 to the
Registrant's Current Report on Form 8-K
dated April 26, 1999).
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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, thereunto duly authorized.
CHARMING SHOPPES, INC.
By: /s/ Eric M. Specter
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Name: Eric M. Specter
Title: Executive Vice President
Dated: April 26, 1999
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Index of Exhibits
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Exhibit No. Exhibit
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4 Rights Agreement, dated as of April 26,
1999, between Charming Shoppes, Inc. and
American Stock Transfer & Trust Company,
as Rights Agent (incorporated by herein by
reference to Exhibit 4 to the Registrant's
Current Report on Form 8-K dated April 26,
1999).
