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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
CRSS Inc.
_____________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 74-1677382
- -------------------------------------- -------------------
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
1177 West Loop South, Suite 900, Houston, Texas 77027
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Address of principal executive offices (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Title of each class Name of each exchange on which
registered on original Form 8-A each class is registered
- ------------------------------- ------------------------------
<S> <C>
Common Stock and Note Purchase New York Stock Exchange
Rights
</TABLE>
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of this Registration Statement on Form
8-A relating to its Common Stock and Note Purchase Rights as set forth in the
pages attached hereto:
1. Description of Registrant's Securities to be Registered
2. Exhibits
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Item 1. Description of Registrant's Securities to be Registered.
On November 29, 1988, the Executive Committee of the Board of Directors
of CRSS Inc., then named CRS Sirrine, Inc. (the "Company") declared a dividend
distribution of one Right for each outstanding share of the Company's Common
Stock, par value $1.00 per share ("Common Stock"), to stockholders of record at
the close of business on December 12, 1988 (the "Record Date"). Each Right
entitles the registered holder to purchase from the Company one unit (a
"Unit"), consisting initially of one-fifth of a share of Common Stock and one
note (a "Note") in the principal amount equal to four-fifths of the current
market price of the Common Stock on the date of exercise, at a Purchase Price
of $72 in cash per Unit, subject to adjustment. The description and terms of
the Rights are set forth in a Rights Agreement (the "Rights Agreement"), dated
as of November 29, 1988, between the Company and Morgan Shareholder Services
Trust Company, as Rights Agent, as amended. The Notes are issuable under, and
subject to the terms and conditions of, an Indenture (the "Indenture"), dated
as of November 29, 1988, between the Company and Morgan Guaranty Trust Company
of New York, as Trustee. Certain capitalized terms used but not defined herein
shall have the meanings given them in the Rights Agreement.
Initially, the Rights will be attached to all Common Stock certificates
representing shares then outstanding, and no separate Rights Certificates will
be distributed. The Rights will separate from the Common Stock upon the date
which is 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 shares of Common Stock (the "Stock Acquisition Date"), or
(ii) 10 business days following the commencement of a tender offer or exchange
offer that would result in a person or group beneficially owning 30% or more of
such outstanding shares of Common Stock (the earlier of said dates being called
the "Distribution Date").
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 for transfer of any certificates for Common
Stock outstanding will also constitute the transfer of the 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 December 11, 1998, 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. Except as otherwise determined
by the Board of Directors, only shares of Common Stock issued prior to the
Distribution Date will be issued with Rights.
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In the event that at any time following the Distribution Date, (i) the
Company is the surviving corporation in a merger with any Acquiring Person and
its Common Stock is not changed or exchanged, (ii) a Person becomes the
beneficial owner of 30% or more of the then outstanding shares of Common Stock
(except pursuant to an offer for all outstanding shares of Common Stock which
the Continuing Directors (as defined below) determine to be fair and otherwise
in the best interests of the Company and its stockholders), (iii) an Acquiring
Person engages in one or more "self-dealing" transactions as set forth in the
Rights Agreement, or (iv) during such time as there is an Acquiring Person, an
event occurs which results in such Acquiring Person's ownership interest being
increased by more than 1% (e.g., a reverse stock split) (each defined as a
"Section 11(a)(ii) Event"), each holder of a Right will thereafter have the
right to receive, upon exercise, Common Stock (or, in certain circumstances,
cash, property or other securities of the Company, subject to certain
limitations) having a value equal to two times the exercise price of the Right.
However, 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.
For example, at an exercise price of $72.00 per Right, each Right not
owned by an Acquiring Person (or by certain related parties) following an event
set forth in the preceding paragraph would entitle its holder to purchase
$144.00 worth of Common Stock (or other consideration, as noted above) for
$72.00. Assuming that the Common Stock had a per share value of $24.00 at such
time, the holder of each valid Right would be entitled to purchase 6 shares of
Common Stock for $72.00.
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 or where the
Company is the surviving corporation and all or part of the outstanding shares
of Common Stock are changed into or exchanged for stock or other securities of
any other person or cash or any other property (other than a merger described
in the second preceding paragraph or a merger which follows an 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 defined as a "Section 13 Event"),
each holder of a Right (except Rights which 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 two times the exercise
price of the Right.
Notwithstanding any of the foregoing, following the occurrence of
either a Section 11(a)(ii) Event or a Section 13 Event, all Rights that are, or
(under certain circumstances specified in the Rights Agreement) were,
beneficially owned by an Acquiring Person will be null and void.
For example, at an exercise price of $72.00 per Right, each Right
following an event set forth in the preceding paragraph would entitle its
holder to purchase $144.00 worth of common stock of the acquiring company for
$72.00. Assuming that the common stock of the acquiring
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company had a per share value of $24.00 at such time, the holder of each issued
Right would be entitled to purchase 6 shares of the common stock of the
acquiring company for $72.00.
The Purchase Price payable, and the number of shares of Common Stock
and principal amount of the Notes (or the number and kind of other securities
or property, as the case may be) 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) if holders of the Common Stock are granted certain rights or
warrants to subscribe for Common Stock or convertible securities at less than
the 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 amount to at least 1% of the Purchase
Price. The Company is not required to issue fractional shares of Common Stock
or Notes other than in denominations of $10 or integral multiples thereof and
in lieu thereof an adjustment in cash will be made. For fractional shares of
Common Stock, the adjustment will be based on the market price of the Common
Stock on the last trading date prior to the date of exercise.
In general, the Company may redeem the Rights in whole, but not in
part, at any time until ten days following the Stock Acquisition Date, at a
price of $.01 per Right (payable in cash, Common Stock or other consideration
deemed appropriate by the Board of Directors). Under certain circumstances set
forth in the Rights Agreement, the decision to redeem requires the concurrence
of a majority of the Continuing Directors. After the redemption period has
expired, the Company's right of redemption may be reinstated, with the
concurrence of a majority of the Continuing Directors, (i) if an Acquiring
Person reduces its beneficial ownership to 5% or less of the outstanding shares
of Common Stock in a transaction or series of transactions not involving the
Company, and there are no other Acquiring Persons, or (ii) provided that such
redemption is incidental to a merger or other business combination transaction
or series of transactions involving the Company but not involving an Acquiring
Person or any person who was an Acquiring Person or any affiliate or associate
thereof. 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 $.01 per Right 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 November 29,
1988, 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 stockholder or noteholder of the Company, including, without
limitation, the right to vote or to receive
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dividends or payments of principal or interest. While the distribution of the
Rights will not be taxable to stockholders or to the Company, stockholders may,
depending upon the circumstances, recognize taxable income in the event that
the Rights become exercisable for Common Stock and Notes (or other
consideration) of the Company or for Common Stock of an 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, but
amendments of those provisions relating to the principal economic terms of the
Rights require approval of a majority of the Continuing Directors. 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 which do not
adversely affect the interests of holders of Rights (excluding the interests of
any Acquiring 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 outstanding share of Common Stock on December 12, 1988, and each
share that has been issued since then, received one Right. As of January 1,
1994, there were 12,767,259 shares of Common Stock issued and outstanding and
3,557,322 shares were held in the treasury. As of January 1, 1994, there were
1,162,446 shares of Common Stock reserved for issuance under employee option
and benefit plans. As long as the Rights are attached to the Common Stock, the
Company will issue one Right for each share of Common Stock issued between
December 12, 1988 and the Distribution Date.
The Notes issuable upon exercise of the Rights will be subject to the
terms and conditions of the Indenture. Each Note will be subordinated to
Senior Indebtedness (as defined) and will initially be issuable in the
principal amount equal to four-fifths of the current market price of the Common
Stock on the date of exercise of the Right with respect to which such Note is
being issued. Each Note will bear interest from the date of issuance at a rate
set prior to the initial issuance of the first Note by the Board of Directors,
who may rely on the advice of an independent investment banking firm. Notes
will be issued only in registered form, without coupons, in denominations of
$10 and integral multiples thereof.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
without conditioning the offer on the Rights being redeemed or a substantial
number of Rights being acquired. However, the Rights should not interfere with
any merger or other business combination approved by the Board of Directors
because the Rights are redeemable under certain circumstances.
The form of Rights Agreement between the Company and the Rights Agent
specifying the terms of the Rights is attached hereto as Exhibit 1 (and the
form of Rights Certificate and Summary of Rights to Purchase Common Stock and
Notes are attached to the Rights Agreement as Exhibits A and B, respectively)
and is incorporated herein by reference. The form of
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Indenture between the Company and the Trustee, specifying the terms of the
Notes, is attached hereto as Exhibit 2 and is and is incorporated herein by
reference.
Effective as of January 27, 1994, the Company entered into an Amendment
to Rights Agreement (the "Amendment") to clarify certain ambiguities, correct
certain inconsistencies, and make certain other desired changes in and to the
Rights Agreement. Among other things, the Amendment (i) makes the Rights of
an Acquiring Person null and void after a Section 13 Event or a Section
11(a)(ii) Event, instead of only upon the occurrence of a Section 11(a)(ii)
Event, (ii) provides that the Rights Agreement continues in full effect, with
respect to both the Company and the Principal Party (as defined), even after a
sale of 50% or more of the assets or earning power of the Company, (iii)
provides that the sale of 50% or more of the assets or earning power of the
Company is not a Section 13 Event if it is approved by the Board of Directors
or the Continuing Directors, as applicable, (iv) makes certain minor exceptions
to the definition of Acquiring Person, and (v) authorizes the Board of
Directors or, as applicable, the Continuing Directors, to appoint a Committee
to perform the Board's responsibilities and exercise its powers under the
Rights Agreement. The Amendment is attached hereto as Exhibit 3, and is
incorporated herein by reference.
The foregoing descriptions of the Rights and the Notes do not purport
to be complete and are qualified in their entirety by reference to the Exhibits
hereto.
Item 2. Exhibits.
1. Form of Rights Agreement, dated as of November 28, 1988, between the
Company and Morgan Shareholder Services Trust Company, as Rights Agent, which
includes, as Exhibit A thereto, the form of Rights Certificate and as Exhibit B
thereto, the Summary of Rights to Purchase Common Stock and Notes (incorporated
by reference to Exhibit 1 on Form 8-A filed with the Commission on November 30,
1988).
2. Form of Indenture, dated as of November 29, 1988, between the
Company and Morgan Guaranty Trust Company of New York, as Trustee (incorporated
by reference to Exhibit 2 on Form 8-A filed with the Commission on November 30,
1988).
3. Amendment to Rights Agreement, dated as of January 27, 1994, between
the Company and Morgan Shareholder Services Trust Company, as Rights Agent.
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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 report to be signed on its
behalf by the undersigned hereunto duly authorized.
CRSS INC.
Date: March 29, 1994 By: /s/ Bruce W. Wilkinson
----------------------------
Name: Bruce W. Wilkinson
Title: President, Chief Executive
Officer and Chairman of
the Board
Date: March 29, 1994 By: /s/ William J. Gardiner
----------------------------
Name: William J. Gardiner
Title: Senior Vice President/
Chief Financial Officer
and Treasurer (Principal
Financial and Accounting
Officer)
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EXHIBIT INDEX
Exhibit 3 Amendment to Rights Agreement, dated as of January 27, 1994,
between the Company and Morgan Shareholder Services Trust
Company, as Rights Agent.
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EXHIBIT 3
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AMENDMENT TO RIGHTS AGREEMENT
This Amendment to Rights Agreement (the "Amendment") is entered into by
CRSS Inc., a Delaware corporation ("CRSS"), and First Chicago Trust Company of
New York (formerly known as Morgan Shareholder Services Trust Company) (the
"Rights Agent"), effective as of January 27, 1994 (provided that this Amendment
is effective as of January 1, 1994 with respect to the amendment in paragraph 6
herein ("Amendment No. 6")), and amends that certain Rights Agreement between
CRSS and the Rights Agent, dated as of November 29, 1988 (the "Rights
Agreement").
BACKGROUND
CRSS and the Rights Agent entered into the Rights Agreement to provide
for the issuance and distribution of one Right (as defined in the Rights
Agreement) for each share of Common Stock of CRSS. CRSS and the Rights Agent
agree that certain changes should be made to the Rights Agreement to clarify
certain ambiguities, correct certain inconsistencies, reflect a change of name
of the Rights Agent and make certain other desired minor modifications. This
Amendment provides for those changes. This Amendment is entered into pursuant
to Section 26 of the Rights Agreement, which authorizes CRSS and the Rights
Agent, if CRSS so directs, to supplement or amend any provision of the Rights
Agreement without the approval of any holders of CRSS's Common Stock.
AMENDMENTS
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth the parties hereto agree as follows:
1. Section 1(a) is hereby amended and restated in its entirety to read
as follows:
"(a) "Acquiring Person" shall mean any Person (as hereinafter
defined) who or which, together with all Affiliates and Associates
(as such terms are hereinafter defined) of such Person, shall be the
Beneficial Owner (as hereinafter defined) of 20% or more of the
shares of Common Stock then outstanding, but shall not include (i)
the Company, (ii) any Subsidiary (as hereinafter defined) of the
Company, (iii) any employee benefit plan of the Company or of any
Subsidiary of the Company, (iv) any Person or entity organized,
appointed or established by the Company for or pursuant to the terms
of any such plan, (v) any Person who notifies the Board of Directors
in writing within five days after the acquisition making such Person
the Beneficial Owner of 20% or more of the shares of Common Stock
then outstanding that such acquisition was inadvertent, and who
within two days after such notification divests a sufficient number
of shares of Common Stock so that such Person is no longer the
Beneficial Owner of 20% or more of the shares of Common Stock then
outstanding ("Inadvertent Acquisition"), or (vi) an underwriter that
acquires such percentage of the shares
<PAGE> 3
of Common Stock pursuant to a customary agreement in a public
offering of such Common Stock. If any of these exceptions to the
definition of an Acquiring Person apply, then the Person to whom the
exception pertains shall not be an Acquiring Person for any purpose
under this Agreement, including without limitation with respect to
the definition of Stock Acquisition Date."
2. Section 7(e) is hereby amended and restated in its entirety to read
as follows:
"(e) Notwithstanding anything in this Agreement to the
contrary, from and after the first occurrence of a Triggering Event,
any Rights beneficially owned by (i) an Acquiring Person or an
Associate or Affiliate of an Acquiring Person, which a majority of
the Continuing Directors, in their sole discretion, determine is or
was involved in or caused or facilitated, directly or indirectly
(including through any change in the Board), such Section 11(a)(ii)
Event, (ii) a transferee of any such Acquiring Person (or of any
such Associate or Affiliate) who becomes a transferee after such
Acquiring Person becomes such, or (iii) a transferee of any such
Acquiring Person (or of any such Associate or Affiliate) who becomes
a transferee prior to or concurrently with such Acquiring Person
becoming such and receives such Rights pursuant to either (A) a
transfer (whether or not for consideration) from the Acquiring
Person (or any such Associate or Affiliate) to holders of equity
interests in such Acquiring Person (or any such Associate or
Affiliate) or to any Person with whom such Acquiring Person (or any
such Associate or Affiliate) has any continuing agreement,
arrangement or understanding regarding the transferred Rights,
shares of Common Stock or the Company, or (B) a transfer which a
majority of the Continuing Directors have determined, in their sole
discretion, is part of a plan, arrangement or understanding which
has as a primary purpose or effect the avoidance of this Section
7(e), shall become null and void without any further action, and no
holder of such Rights shall have any rights whatsoever with respect
to such Rights, whether under any provision of this Agreement or
otherwise. The Company shall use all reasonable efforts to ensure
that the provisions of this Section 7(e) and Section 4(b) hereof are
complied with, but shall have no liability to any holder of Rights
Certificates or other Person as a result of its failure to make any
determinations with respect to an Acquiring Person or any of its
Affiliates, Associates or transferees hereunder."
3. Sections 13(a)(v) is hereby amended and restated in its entirety to
read as follows:
"(v) the provisions of Section 11(a)(ii) hereof shall be of no
effect following the first occurrence of any Section 13 Event
described in subparagraphs (x) and (y), but not subparagraph (z), of
this Section 13(a)."
Section 13(a) also is hereby amended by the addition of the
following to the end of such Section:
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"Notwithstanding any of the foregoing, upon the occurrence of a
Section 13 Event described in subparagraph (z) of this Section
13(a), while subparagraphs (i) through (v) above shall apply as
indicated to require the Principal Party to assume the Company's
obligations and duties under this Agreement, the provisions of the
Rights Agreement, including without limitation Section 11, also
shall continue to apply in full to the Company, and the Company
shall continue to have the same liabilities, duties and obligations
under this Agreement as it would have if such Section 13 Event had
not occurred."
4. Section 13(e) is hereby amended and restated in its entirety to read
as follows:
"(e) Notwithstanding anything in this Agreement to the
contrary, Section 13 shall not be applicable to a transaction
described in subparagraphs (x) and (y) of Section 13(a) if (i) such
transaction is consummated with a Person or Persons who acquired
shares of Common Stock pursuant to a cash tender offer for all
outstanding shares of Common Stock which complies with the
provisions of Section 11(a)(ii)(B) hereof (or a wholly owned
Subsidiary of any such Person or Persons), (ii) the price per share
of Common Stock offered in such transaction is not less than the
price per share of Common Stock paid to all holders of shares of
Common Stock whose shares were purchased pursuant to such cash
tender offer; and (iii) the form of consideration being offered to
the remaining holders of shares of Common Stock pursuant to such
transaction is the same as the form of consideration paid pursuant
to such cash tender offer. Upon consummation of any transaction
contemplated by the preceding sentence of this Section 13(e), all
Rights hereunder shall expire. Furthermore, notwithstanding
anything in this Agreement to the contrary, Section 13 shall not be
applicable to a transaction described in subparagraph (z) of Section
13(a) if such transaction is determined by a majority of the
Continuing Directors to be (a) at a price which is fair to
stockholders and (b) otherwise in the best interests of the Company
and its stockholders. The Rights hereunder shall not expire upon
consummation of any transaction contemplated by the immediately
preceding sentence of this Section 13(e)."
5. Section 28 is hereby amended by adding the following language to the
end of such Section:
"The Board (with the concurrence of a majority of the
Continuing Directors) shall be authorized to appoint a Committee and
delegate to it the authority to exercise the power and authority of
the Board and of the Continuing Directors under this Agreement."
6. The Rights Agreement and each exhibit thereto are hereby amended by
replacing "Morgan Shareholder Services Trust Company" with "First
Chicago Trust Company of New York" in each place such term appears.
<PAGE> 5
Except as specifically provided herein, the Rights Agreement shall
continue in full force and effect in accordance with its terms without
amendment or modification.
IN WITNESS WHEREOF, the undersigned parties hereby execute and agree to
be bound by this Amendment, effective as of January 27, 1994 (provided that
Amendment No. 6 is effective as of January 1, 1994).
ATTEST: CRSS INC.
Signature: ______________________ By: __________________________
Printed Name: ___________________ Name: ________________________
Title: _______________________
Countersigned:
FIRST CHICAGO TRUST COMPANY OF
NEW YORK, formerly known as Morgan
Shareholder Services Trust Company
By: ____________________________
Name: __________________________
Title: _________________________
