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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
AMENDMENT NO. 1
TO
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
COLLINS INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
MISSOURI 43-0985160
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(State of incorporation (IRS Employer
or organization) Identification No.)
421 EAST 30TH AVENUE
HUTCHINSON, KANSAS 67502
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(Address of principal (Zip code)
executive offices)
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 SECURITIES TO BE REGISTERED.
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On March 28, 1995, the Board of Directors of Collins Industries, Inc.
(the "Company") declared a dividend distribution (the "Rights Declaration Date")
of one right (the "Rights") for each outstanding share of Common Stock, $.10 par
value per share (the "Common Stock"), to stockholders of record at the close of
business on April 20, 1995 (the "Record Date"). Each Right entitles the
registered holder to purchase from the Company a unit consisting of one one-
hundredth of a share (a "Preferred Stock Unit") of Series A Junior Participating
Preferred Stock, $.10 par value per share (the "Preferred Stock") at a purchase
price of $7.44 per Preferred Stock Unit (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 Mellon Bank, N.A. as
rights agent (the "Rights Agent").
Initially, the rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate certificates
for the Rights (the "Rights Certificates") will be distributed. The rights will
separate from the Common Stock and a Distribution Date will occur upon the
earliest of (i) the 20th business day after the date on which there is a public
announcement that any Person (as defined in the Rights Agreement) or a 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 shares of Common Stock (the date of such first public announcement,
the "Stock Acquisition Date"), other than such acquisition by the Company, any
subsidiary of the Company, any employee benefit plan of the Company or of any
subsidiary of the Company (an "Exempt Person"), (ii) the 20th business day after
the date of commencement of a tender offer or an exchange offer by any Person
(other than an Exempt Person) for the Common Stock of the Company if, upon
consummation thereof, such Person would be the beneficial owner of 20% or more
of the outstanding shares of Common Stock, or (iii) the 20th business day after
a Person is declared to be an Adverse Person (as defined in the Rights
Agreement) by a majority of the Unaffiliated Directors (as defined below) upon a
determination that such Person has become the beneficial owner of at least 10%
of the Common Stock of the Company and that (a) such Person intends to cause the
Company to repurchase his Common Stock or to pressure the Company into taking
action intended to provide him with short-term financial gain under
circumstances where the best long-term interests of the Company and its
stockholders would not be served or (b) such Person's beneficial interest is
likely to cause a material adverse impact on the business or prospects of the
Company; and such determination is not withdrawn within 20 business days
following such declaration.
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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 or transfer of any certificates for Common Stock
outstanding will also constitute the transfer of Rights associated with the
Common Stock represented by such certificate.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on April 1, 2005, 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 Stock as of the
close of business on the Distribution Date and, thereafter, the separate Rights
Certificates alone will represent the Rights.
In the event that, anytime following the Rights Declaration Date, (i)
any Person, including affiliates and associates, becomes the beneficial owner of
20% or more of the outstanding shares of Common Stock (except pursuant to a cash
tender offer or certain exchange offers for all outstanding Common Stock at a
price and on terms determined by a majority of the Unaffiliated Directors to be
fair to and in the best interests of the Company and its stockholders), (ii) the
Company is the surviving corporation in a merger with an Acquiring Person or an
Adverse Person and its Common Stock is not changed or exchanged, (iii) during
such time as there is an Acquiring Person, an event occurs that results in such
Acquiring Person's ownership interest being increased by more than 1% (e.g., a
reverse stock split), (iv) an Acquiring Person or an Adverse Person engages in
one or more "self-dealing" transactions as set forth in the Rights Agreement, or
(v) any Person is declared to be an Adverse Person and such declaration is not
withdrawn during the period so provided for; each holder of a Right will
thereafter have a right to receive, upon exercise, Preferred Stock Units (or, in
certain circumstances, Common Stock, cash, property or other securities of the
Company) having a value equal to twice the Purchase Price, upon payment of the
Purchase Price. However, the 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. 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 or
Adverse Person (or by certain affiliated or associated parties) will be null and
void.
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For example, at a Purchase Price of $7.44 per Right, each Right not
owned by an Acquiring Person or an Adverse Person (or by certain related
parties) following an event set forth in the preceding paragraph would entitle
its holder, upon payment of the $7.44 Purchase Price, to purchase such number of
Preferred Stock Units (or other consideration, as noted above) as equals $14.88
divided by the current market price of the Common Stock (as determined pursuant
to the Rights Agreement). Assuming that the Common Stock has a per share value
of $2.50 at such time, the holder of each exercisable Right would be entitled to
purchase 5.95 Preferred Stock Units (5.95 one-hundredths of a share of Preferred
Stock) for $7.44.
In the event that, at any time on or following the Stock Acquisition
Date, (i) the Company is acquired in a merger, exchange offer, or other business
combination (other than in a transaction with a Person who acquired shares
pursuant to a cash tender offer for all outstanding Common Stock, the price per
share offered in the transaction is not less than the tender offer price, and
the form of consideration is the same as that offered in the tender offer) in
which the Company is not the surviving corporation or its Common Stock is
changed or exchanged, 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 stock of the acquiring Company having a value
equal to twice the Purchase Price of the Right, upon payment of the Purchase
Price. 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 Preferred Stock Units 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 Preferred Stock or convertible securities at less than
the current market price of the Preferred Stock (as determined pursuant to the
Rights Agreement), or (iii) upon the distribution to holders of 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 Preferred Stock Units will be issued and, in lieu thereof,
an adjustment in cash
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will be made based on the market price of the Preferred Stock (as determined
pursuant to the Rights Agreement).
At any time until the earlier of the final Expiration Date (as defined
in the Rights Agreement) or until 20 business days following the Stock
Acquisition Date, the Company may redeem the Rights in whole, but not in part,
at a price of $.01 per Right (payable in cash, Common Stock or other
consideration deemed appropriate by the Unaffiliated Directors). The decision
to redeem shall require the concurrence of a majority of the Unaffiliated
Directors. After the redemption period has expired, the Company's right of
redemption may be reinstated if an Acquiring Person reduces its beneficial
ownership to 10% or less of the outstanding shares of Common Stock in a
transaction or series of transactions not involving the Company. The Rights
also shall be redeemable in whole, but not in part, during the period commencing
20 business days following the Stock Acquisition Date and terminating on the
earlier of a Triggering Event or the Final Expiration Date, with the approval of
a majority of the Unaffiliated Directors in connection with an Extraordinary
Transaction (as defined in the Rights Agreement). Immediately upon the action
of a majority of the Unaffiliated Directors ordering redemption of the Rights,
the Rights will terminate and the only right of the holders of Rights will be to
receive the $.01 redemption price.
The term "Unaffiliated Directors" means any member of the Board of
Directors of the Company who was a member of such Board prior to the date of the
Rights Agreement and any person who is subsequently elected to the Board of
Directors of the Company if such person is recommended or approved by a majority
of the Unaffiliated Directors, but shall not include an Acquiring Person or an
Adverse Person, or an affiliate or associate of an Acquiring Person or Adverse
Person, or any representative of the foregoing entities.
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, depending upon the
circumstances, may recognize taxable income in the event that the Rights become
exercisable for Preferred Stock Units (or other consideration) or for common
stock of the acquiring Company as set forth above.
Other than those provisions relating to the principal economic terms
of the Rights, any of the provisions of the Rights Agreement may be amended by a
majority of the Unaffiliated Directors prior to the Distribution Date. After
the Distribution Date, the provisions of the Rights Agreement may be amended by
a
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majority of the Unaffiliated 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 Adverse Person), or to
shorten or lengthen any time period 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.
Each share of Common Stock issued and outstanding on the Record Date
will receive one Right. Rights will be issued in respect of all shares of
Common Stock that are issued after the Record Date but prior to the Expiration
Date (as defined in the Rights Agreement); provided, however, that no Rights
will be issued in respect of shares of Common Stock that are issued upon
exercise of Incentive Stock Options (as that term is defined in Section 422 of
the Internal Revenue Code of 1986, as amended) granted pursuant to the Company's
1995 Stock Option Plan, 1995 Stock Option Exchange Plan, or any previous or
future plan of the Company. Seven hundred fifty thousand shares of Preferred
Stock will be reserved for issuance upon exercise of the Rights.
The Rights have certain antitakeover effects. The Rights will cause
substantial dilution of the person or group that attempts to acquire the Company
without conditioning the offer on a substantial number of Rights being acquired.
The Rights should not interfere with any merger or other business combination
approved by the Board of Directors of the Company because a majority of the
Unaffiliated Directors may, at its option, at any time prior to the close of
business on the earlier of (i) the 20th business day following the Distribution
Date or (ii) April 1, 2005, redeem all, but not less than all, of the then
outstanding Rights at the Redemption Price.
Additionally, as of the date that the Board of Directors declared the
Rights distribution, the Articles of Incorporation of the Company (the
"Articles"), and the Bylaws of the Company (the "Bylaws"), contained certain
provisions which may have antitakeover effects.
Article III of the Articles authorizes the Board of Directors to issue
up to three million shares of any series of capital stock of the Company, other
than the existing Common Stock, with the designations, powers and preferences as
fixed by resolution of the Board.
Article IX of the Articles provides that the Board of Directors has
the power to alter the provisions of the Bylaws.
Article II, Section 11, of the Bylaws provides that each shareholder
has cumulative voting rights in electing directors,
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whereby the number of shares owned by the shareholder is multiplied by the
number of directors to be elected and the cumulative total may be voted for one
candidate or distributed among any number of candidates. This cumulative voting
provision (i) makes it more difficult for a majority shareholder to replace the
entire Board of Directors and (ii) gives minority shareholders an enhanced
ability to elect a member of the Board of Directors.
Article III of the Bylaws provides that the Board of Directors of the
Company may consist of seven to nine persons and is divided into three classes,
as nearly equal in number as possible, with the term of office of one class
expiring each year.
The form of Rights Agreement, and any amendments thereto, between the
Company and the Rights Agent specifying the terms of the Rights, which includes
as Exhibit B the form of Rights Certificate, is available from the Company upon
written request. The foregoing description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights Agreement.
ITEM 2. EXHIBITS.
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1. Rights Agreement, dated as of March 28, 1995 between Collins
Industries, Inc. and Mellon Bank, N.A., which includes as Exhibit B
thereto the Form of Rights Certificate, has been previously filed as
Exhibit 1 to the Form 8-A filed by the Company on March 31, 1995 and
is incorporated herein by reference. Pursuant to the Rights
Agreement, Rights Certificates will not be mailed until after the
earlier of one of the stated Distribution Dates noted above.
2. The Articles of Incorporation of Collins Industries, Inc., as amended,
has been previously filed as Exhibit 2 to the Form 8-A filed by the
Company on March 31, 1995 and is incorporated herein by reference.
3. The Bylaws of Collins Industries, Inc., as amended, has been
previously filed as Exhibit 3 to the Form 8-A filed by the Company on
March 31, 1995 and is incorporated herein by reference.
4. The First Amendment to the Rights Agreement dated as of April 25, 1995
between Collins Industries, Inc. and Mellon Bank, N.A.
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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.
COLLINS INDUSTRIES, INC.
By:/s/ Larry W. Sayre
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Larry W. Sayre
Chief Financial Officer
Date: May 8, 1995
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EXHIBIT 4
FIRST AMENDMENT TO THE RIGHTS AGREEMENT
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BY AND BETWEEN
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COLLINS INDUSTRIES, INC. AND MELLON BANK, N.A.
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This FIRST AMENDMENT TO THE RIGHTS AGREEMENT (the "First Amendment")
is made and entered into as of the 25th day of April, 1995, by and between
COLLINS INDUSTRIES, INC. (the "Company") and MELLON BANK, N.A. (the "Rights
Agent").
WHEREAS, the Company and the Rights Agent have entered into that
certain Rights Agreement dated as of March 28, 1995 (the "Agreement"); and
WHEREAS, pursuant to Section 26 of the Agreement, the Company and the
Rights Agent now desire to amend the Agreement in order to provide certain
clarifications with respect to Incentive Stock Options.
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein set forth, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree to amend
the Agreement as follows:
1. Section 1(i) shall be amended to read as follows:
(i) "Preferred Stock" shall mean shares of Series A Junior
Participating Preferred Stock, $.10 par value per share, of the
Company (the "Preferred Stock"), and, to the extent that there are not
a sufficient number of shares of Preferred Stock authorized to permit
the full exercise of the Rights, any other series of preferred stock
of the Company designated for such purpose containing terms
substantially similar to the terms of the Preferred Stock.
2. There shall be added the following Section 34:
SECTION 34. INCENTIVE STOCK OPTIONS. Notwithstanding
anything herein to the contrary, no Rights will be issued in respect
of shares of Common Stock that are issued upon exercise of Incentive
Stock Options (as that term is defined in Section 422 of the Internal
Revenue Code of 1986, as amended) granted pursuant to the Company's
1995 Stock Option Plan, 1995 Stock Option Exchange Plan, or any
previous or future plan of the Company.
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3. The Agreement, as amended by this First Amendment, shall remain in
full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to be duly executed as of the date first above written.
COLLINS INDUSTRIES, INC.
Attest: a Missouri corporation
By: _______________________ By: _____________________________
Name: Lewis W. Ediger Name: Don L. Collins
Title: Secretary Title: Chairman of the Board
MELLON BANK, N.A.
Attest: a Pennsylvania corporation
By: _______________________ By: _____________________________
Name: Name:
Title: Title:
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