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
COMTECH TELECOMMUNICATIONS CORP.
(Exact name of registrant as specified in its charter)
Delaware 11-2139466
(State of incorporation or organization) (IRS Employer Identification No.)
105 Baylis Road, Melville, New York 11747
(Address of principal executive offices) (Zip Code)
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:
Series A Preferred Stock Purchase Rights
(Title of each class to be so registered)
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Item 1. Description of Registrant's Securities to be Registered.
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On December 15, 1998, the Board of Directors of Comtech Telecommunications
Corp. (the "Company") declared a dividend distribution of one preferred stock
purchase right (a "Right") for each outstanding share of Common Stock, $.01 par
value, of the Company (the "Common Stock"), payable to the stockholders of
record on January 4, 1999 (the "Record Date"). The Board of Directors also
authorized and directed the issuance of one Right with respect to each Share of
Common Stock issued thereafter until the Distribution Date (as defined below)
and, in certain circumstances, with respect to shares of Common Stock issued
after the Distribution Date.
Except as set forth below, each Right, when it becomes exercisable,
entitles the registered holder to purchase one one-hundredth of a share of
Series A Junior Participating Preferred Stock, $.01 par value (the "Preferred
Stock"), at a price of $60, subject to adjustment (the "Purchase Price"). The
description and terms of the Rights are set forth in a Rights Agreement (the
"Rights Agreement") between the Company and American Stock Transfer and Trust
Company, as Rights Agent (the "Rights Agent"), dated as of December 15, 1998.
Initially, the Rights will be attached to all certificates representing
shares of Common Stock then outstanding, and no separate Right Certificates will
be distributed. The Rights will separate from the shares of Common Stock upon
the earliest to occur of (i) a person or entity (a "Person") or group of
affiliated or associated Persons (a "Group") having acquired beneficial
ownership of 15% or more of the outstanding shares of Common Stock (except
pursuant to a Permitted Offer, as hereinafter defined); or (ii) 10 business days
(or such later date as the Board of Directors may determine) following the
commencement of, or announcement of an intention to make, a tender offer or
exchange offer the consummation of which would result in a Person or Group
becoming an Acquiring Person (as hereinafter defined) (the earliest of such
dates being called the "Distribution Date"). A Person or Group whose acquisition
of shares of Common Stock causes a Distribution Date pursuant to clause (i)
above is an "Acquiring Person." The date that a Person or Group becomes an
Acquiring Person is the "Shares Acquisition Date."
Notwithstanding the foregoing, if any stockholders owned in excess of 15%
of the outstanding shares of Common Stock at the time the plan was adopted, they
and their affiliates and associates ("Grandfathered Stockholders") will not be
deemed to be Acquiring Persons and their ownership will not cause a Distribution
Date. Any such Grandfathered Stockholder will, however, be deemed to be
Acquiring Persons at any time that they beneficially own any shares of Common
Stock other than (i) any shares beneficially owned by them on the date of the
Rights Agreement and (ii) any shares beneficially owned by them as a result of a
stock dividend, stock split or reclassification. No transferee of any
Grandfathered Stockholder may, immediately after such transfer, beneficially own
more than 15% of the outstanding shares of Common Stock.
In addition, a Person who acquires shares of Common Stock pursuant to a
tender or exchange offer which is for all outstanding shares of Common Stock at
a price and on terms which the Board of Directors determines (prior to
acquisition) to be adequate and in the best interests of the Company and its
stockholders (other than such Person, its affiliates and associates) (a
"Permitted Offer") will
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not be deemed to be an Acquiring Person and such Person's ownership will not
constitute a Distribution Date.
The shares of Preferred Stock purchasable upon exercise of the Rights will
have a minimum preferential quarterly dividend of $1.00 per share, but will be
entitled to receive, in the aggregate, a dividend of 100 times the dividend
declared on the shares of Common Stock. In the event of liquidation, the holders
of the shares of Preferred Stock will be entitled to receive a minimum
liquidation payment of $100 per share, but will be entitled to receive an
aggregate liquidation payment equal to 100 times the payment made per share of
Common Stock. Each share of Preferred Stock will have one hundred votes, voting
together with the shares of Common Stock. In the event of any merger,
consolidation or other transaction in which shares of Common Stock are
exchanged, each share of Preferred Stock will be entitled to receive 100 times
the amount and type of consideration received per share of Common Stock. The
rights of the shares of Preferred Stock as to dividends and liquidation, and in
the event of mergers and consolidation, are protected by customary anti-dilution
provisions.
The Rights Agreement provides that, until the Distribution Date, the Rights
will be transferred with and only with the shares of Common Stock. Until the
Distribution Date (or earlier redemption or expiration of the Rights), new
Common Stock certificates issued after the Record Date upon the transfer or new
issuance of shares of Common Stock will contain a notation incorporating the
Rights Agreement by reference. Until the Distribution Date (or earlier
redemption or expiration of the Rights), the surrender for transfer of any
certificates for shares of Common Stock outstanding as of the Record Date, even
without such notation or a copy of this Summary of Rights being attached
thereto, will also constitute the transfer of the Rights associated with the
shares of Common Stock represented by such certificate. As soon as practicable
following the Distribution Date, separate certificates evidencing the Rights
("Right Certificates") will be mailed to holders of record of the Common Stock
as of the close of business on the Distribution Date (and to each initial record
holder of certain shares of Common Stock issued after the Distribution Date),
and such separate Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date, and will expire
at the close of business on December 15, 2008, unless earlier redeemed by the
Company as described below.
In the event that any person becomes an Acquiring Person, each holder of
Rights (other than Rights that have become null and void as described below)
will thereafter have the right (the "Flip-In Right") to receive, upon exercise
of such Rights, the number of shares of Common Stock (or, in certain
circumstances, other securities of the Company) having a value (immediately
prior to such triggering event) equal to two times the aggregate exercise price
of such Rights. For example, if a Person became an Acquiring person at a time
when the current per share market price of the Company's Common Stock is $10 and
the Purchase Price was $60, each holder of a Right (other than a Right which has
become null and void as described herein) would have the right to receive twelve
shares of Common Stock upon exercise of the Right and payment of the Purchase
Price of $60.
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The Board, at its option, may exchange each Right (other than those that
have become null and void as described below) for one share of Common Stock in
lieu of the Flip-In Right, provided no Person is the beneficial owner of 50% or
more of the shares of Common Stock at the time of such exchange. Notwithstanding
the foregoing, following the occurrence of the event described above, all Rights
that are or (under certain circumstances specified in the Rights Agreement) were
beneficially owned by any Acquiring Person or any affiliate or associate thereof
or certain transferees thereof will be null and void.
In the event that, at any time following the Shares Acquisition Date, (i)
the Company is acquired in a merger or other business combination transaction in
which the holders of all of the outstanding shares of Common Stock immediately
prior to the consummation of the transaction are not the holders of all of the
surviving corporation's voting power, or (ii) more than 50% of the Company's
assets or earning power is sold or transferred, then each holder of Rights
(except Rights which previously have been voided as set forth above) shall
thereafter have the right (the "Flip-Over Right") to receive, upon exercise of
such Rights, shares of Common Stock of the acquiring company (or in certain
circumstances, its parent) having a value equal to two times the aggregate
exercise price of the Rights. The Flip-Over Right shall not apply to any
transaction described in clause (i) if such transaction is with a Person or
Persons (or a wholly owned subsidiary of any such Person or Persons) that
acquired shares of Common Stock pursuant to a Permitted Offer and the price and
form of consideration offered in such transaction is the same as that paid to
all holders of Common Stock whose shares were purchased pursuant to the
Permitted Offer. The holder of a Right will continue to have the Flip-Over Right
whether or not such holder exercises or surrenders the Flip-In Right.
The Purchase Price payable, and the number of shares of Common Stock or
other securities 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 Stock, (ii)
upon the grant to holders of the Common Stock of certain rights or warrants to
subscribe for or purchase shares of Common Stock at a price, or securities
convertible into shares of Common Stock with a conversion price, less than the
then current market price of the Common Stock, or (iii) upon the distribution to
holders of the Common 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 require an adjustment of at least 1% in
such 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 day prior to the date of exercise.
At any time prior to the earlier to occur of (i) a person becoming an
Acquiring Person or (ii) the expiration of the Rights, the Company may redeem
the Rights in whole, but not in part, at a price of $.01 per Right (the
"Redemption Price"), which redemption shall be effective at such time, on such
basis and with such conditions as the Board of Directors may establish in its
sole discretion. The Company may, at its option, pay the Redemption Price in
Common Stock.
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All of the provisions of the Rights Agreement may be amended by the Board
of Directors prior to the Distribution Date. After the Distribution Date, the
provisions of the Rights Agreement may be amended by the Board in order to cure
any ambiguity, defect or inconsistency, to make changes which do not adversely
affect the interests of holders of Rights (excluding the interests of any
Acquiring Person), or, subject to certain limitations, to shorten or lengthen
any time period under the Rights Agreement.
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 of the Company, stockholders may, depending upon the
circumstances, recognize taxable income should the Rights become exercisable or
upon the occurrence of certain events thereafter.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Board of Directors, except pursuant to an offer
conditioned 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, as the Rights may be redeemed by the Corporation at $.01 per
Right prior to the time that a person or group has acquired beneficial ownership
of 15% or more of the shares of Common Stock.
The Rights Agreement is attached hereto as an exhibit and is incorporated
herein by reference. The foregoing description of the Rights is qualified in its
entirety by reference to such exhibit.
Item 2. Exhibits.
4.1 Rights Agreement dated as of December 15, 1998 between Comtech
Telecommunications Corp. and American Stock Transfer and Trust
Company, as Rights Agent, with the form of Certificate of Designation
of Series A Junior Participating Preferred Stock attached as Exhibit A
thereto, the form of Right Certificate attached as Exhibit B thereto
and the Summary of Rights to Purchase Shares attached as Exhibit C
thereto. Pursuant to the Rights Agreement, printed Right Certificates
will not be mailed until as soon as practicable after the earlier of
the date of public announcement that a person or group has acquired
beneficial ownership of 15% or more of the shares of Common Stock or
the tenth business day (or such later date as may be determined by
action of the Corporation's Board of Directors) after a person
commences or announces its intention to commence a tender or exchange
offer the consummation of which would result in the beneficial
ownership by a person or group of 15% or more of the shares of Common
Stock.
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SIGNATURE
Pursuant to the requirement 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.
Dated: December 21, 1998
COMTECH TELECOMMUNICATIONS CORP.
By: /s/ J. Preston Windus, Jr.
Name: J. Preston Windus, Jr.
Title: Senior Vice President
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EXHIBIT LIST
4.1 Rights Agreement dated as of December 15, 1998 between Comtech
Telecommunications Corp. and American Stock Transfer and Trust
Company, as Rights Agent, with the form of Certificate of Designation
of Series A Junior Participating Preferred Stock attached as Exhibit A
thereto, the form of Right Certificate attached as Exhibit B thereto
and the Summary of Rights to Purchase Shares attached as Exhibit C
thereto. Pursuant to the Rights Agreement, printed Right Certificates
will not be mailed until as soon as practicable after the earlier of
the date of public announcement that a person or group has acquired
beneficial ownership of 15% or more of the shares of Common Stock or
the tenth business day (or such later date as may be determined by
action of the Corporation's Board of Directors) after a person
commences or announces its intention to commence a tender or exchange
offer the consummation of which would result in the beneficial
ownership by a person or group of 15% or more of the shares of Common
Stock.
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