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UNITED STATES
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 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
DUCOMMUN INCORPORATED
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(Exact Name of Registrant as Specified in its Charter)
Delaware 95-0693330
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(State of Incorporation or Organization) (IRS Employer Identification no.)
111 West Ocean Boulevard, Suite 900,
Long Beach, California 90802
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective pursuant Exchange Act and is effective pursuant
to General Instruction A.(c), please to General Instruction A.(d), please
check following box. [X] check the the following box. [ ]
Securities Act registration statement file number to which this form relates:
1-08174
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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Rights to Purchase Series C Junior
Participating Cumulative Preferred Stock,
par value $.01 per share New York 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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DUCOMMUN INCORPORATED
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
On February 17, 1999, the Board of Directors of Ducommun Incorporated
(the "Company") authorized and declared a dividend of one preferred stock
purchase right (a "Right") for each share of common stock, par value $.01 per
share, of the Company (the "Common Shares"). The dividend is payable on March 3,
1999 (the "Record Date") to the holders of record of Common Shares as of the
close of business on such date.
The following is a brief description of the Rights. It is intended to
provide a general description only and is subject to the detailed terms and
conditions of the Rights Agreement (the "Rights Agreement") dated as of February
17, 1999 by and between the Company and Harris Trust Company of California, as
Rights Agent (the "Rights Agent").
1. COMMON SHARE CERTIFICATES REPRESENTING RIGHTS
Until the Distribution Date (as defined in Section 2 below), (a) the
Rights shall not be exercisable, (b) the Rights shall be attached to and trade
only together with the Common Shares and (c) the stock certificates representing
Common Shares also shall represent the Rights attached to such Common Shares.
Common Share certificates issued after the Record Date and prior to the
Distribution Date shall contain a notation incorporating the Rights Agreement by
reference.
2. DISTRIBUTION DATE
The "Distribution Date" is the earliest of (a) the tenth business day
following the date of the first public announcement that any person (other than
the Company or certain related entities, and with certain additional exceptions)
has become the beneficial owner of 15% or more of the then outstanding Voting
Shares (such person is a "15% Stockholder" and the date of such public
announcement is the "15% Ownership Date"), (b) the tenth business day (or such
later day as shall be designated by the Board of Directors) following the date
of the commencement of, or the announcement of an intention to make, a tender
offer or exchange offer, the consummation of which would cause any person to
become a 15% Stockholder or (c) the first date, on or after the 15% Ownership
Date, upon which the Company is acquired in a merger or other business
combination in which the Company is not the surviving corporation or in which
the outstanding Common Shares are changed into or exchanged for stock or assets
of another person, or upon which 50% or more of the Company's consolidated
assets or earning power are sold (other than in transactions in the ordinary
course of business). In calculating the percentage of outstanding Voting Shares
that are beneficially owned by any person, such person shall be deemed to
beneficially own any Voting Shares issuable upon the exercise, exchange or
conversion of any options, warrants or other securities beneficially owned by
such person; provided, however, that such Voting Shares issuable upon such
exercise shall not be deemed outstanding for the purpose of calculating the
percentage of Voting Shares that are beneficially owned by any other person.
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Upon the close of business of the Distribution Date, the Rights shall
separate from the Common Shares, Right certificates shall be issued and the
Rights shall become exercisable to purchase Preferred Shares as described in
Section 5 below.
No Person who is the Beneficial Owner of 15% or more of the outstanding
Voting Shares as of February 17, 1999 shall be deemed a 15% Stockholder unless
or until such Person shall acquire, without the prior approval of the Board of
Directors, Beneficial Ownership of an additional 1% of the Voting Shares then
outstanding and, following such acquisition, is the Beneficial Owner of more
than 15% of the Voting Shares then outstanding. In addition, any Person (a
"Transferee") who purchases Voting Shares from such Person shall not be deemed a
15% Stockholder if, after giving effect to such acquisition, such Transferee
holds no more than the sum of the Voting Shares so acquired plus 1% of the
Voting Shares then outstanding.
3. ISSUANCE OF RIGHT CERTIFICATES
As soon as practicable following the Distribution Date, separate
certificates representing only Rights shall be mailed to the holders of record
of Common Shares as of the close of business on the Distribution Date, and such
separate Right certificates alone shall represent such Rights from and after the
Distribution Date.
4. EXPIRATION OF RIGHTS
The Rights shall expire on February 17, 2009 (the "Expiration Date"),
unless earlier redeemed or exchanged, unless the Distribution Date has
previously occurred and the Rights have separated from the Common Shares, in
which case the Rights will remain outstanding for ten years from the date they
separate.
5. EXERCISE OF RIGHTS
Unless the Rights have expired or been redeemed or exchanged, they may
be exercised, at the option of the holders, pursuant to paragraphs (a), (b) or
(c) below. No Right may be exercised more than once or pursuant to more than one
of such paragraphs. From and after the first event of the type described in
paragraphs (b) or (c) below, each Right that is beneficially owned by a 15%
Stockholder or that was attached to a Common Share that is subject to an option
beneficially owned by a 15% Stockholder shall be void.
(a) Right to Purchase Preferred Shares. From and after the close
of business on the Distribution Date, each Right (other than a Right that has
become void) shall be exercisable to purchase one one-hundredth (1/100) of a
share of Series C Junior Participating Cumulative Preferred Stock, par value
$.01 per share, of the Company (the "Preferred Shares"), at an exercise price of
$60.00 (Sixty Dollars) (the "Exercise Price"). Prior to the Distribution Date,
the Company may substitute for all or any portion of the Preferred Shares that
would otherwise be issuable upon exercise of the Rights, cash, assets or other
securities having the same aggregate value as such Preferred Shares. The
Preferred Shares are nonredeemable and, unless otherwise provided in connection
with the creation of a subsequent series of preferred stock, are subordinate to
any other series of the Company's preferred stock whether issued before or after
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the issuance of the Preferred Shares. The Preferred Shares may not be issued
except upon exercise of Rights. The holder of a Preferred Share is entitled to
receive when, as and if declared, the greater of (i) cash and non-cash dividends
in an amount equal to 100 times the dividends declared on each Common Share or
(ii) a preferential annual dividend of $.01 per Preferred Share ($.0001 per one
one-hundredth (1/100) of a Preferred Share). In the event of liquidation, the
holders of Preferred Shares shall be entitled to receive a liquidation payment
in an amount equal to the greater of (1) $.01 per Preferred Share ($.0001 per
one one-hundredth (1/100) of a Preferred Share), plus all accrued and unpaid
dividends and distributions on the Preferred Shares, or (2) an amount equal to
100 times the aggregate amount to be distributed per Common Share. Each
Preferred Share has one hundred (100) votes per share (one vote per one
one-hundredth (1/100) of a Preferred Share), voting together with the Common
Shares. In the event of any merger, consolidation or other transaction in which
Common Shares are exchanged, the holder of a Preferred Share shall be entitled
to receive 100 times the amount received per Common Share. The rights of the
Preferred Shares as to dividends, voting and liquidation preferences are
protected by antidilution provisions. It is anticipated that the value of one
one-hundredth (1/100) of a Preferred Share should approximate the value of one
Common Share.
(b) Right to Purchase Common Shares of the Company. From and
after the close of business on the tenth business day following the 15%
Ownership Date, each Right (other than a Right that has become void) shall be
exercisable to purchase, at the Exercise Price (initially $60.00), Common Shares
with a market value equal to two times the Exercise Price. If the Company does
not have sufficient Common Shares available for all Rights to be exercised, the
Company shall substitute for all or any portion of the Common Shares that would
otherwise be issuable upon the exercise of the Rights, cash, assets or other
securities having the same aggregate value as such Common Shares.
(c) Right to Purchase Common Stock of a Successor Corporation.
If, on or after the 15% Ownership Date, (i) the Company is acquired in a merger
or other business combination in which the Company is not the surviving
corporation, (ii) the Company is the surviving corporation in a merger or other
business combination in which all or part of the outstanding Common Shares are
changed into or exchanged for stock or assets of another person or (iii) 50% or
more of the Company's consolidated assets or earning power are sold (other than
in transactions in the ordinary course of business), then each Right (other than
a Right that has become void) shall thereafter be exercisable to purchase, at
the Exercise Price (initially $60.00), shares of common stock of the surviving
corporation or purchaser, respectively (the "Surviving Person"), with an
aggregate market value equal to two times the Exercise Price.
6. ADJUSTMENTS TO PREVENT DILUTION
The Exercise Price, the number of outstanding Rights and the number of
Preferred Shares or Common Shares issuable upon exercise of the Rights are
subject to adjustment from time to time as set forth in the Rights Agreement in
order to prevent dilution. With certain exceptions, no adjustment in the
Exercise Price shall be required until cumulative adjustments require an
adjustment of at least 1%.
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7. CASH PAID INSTEAD OF ISSUING FRACTIONAL SECURITIES
No fractional securities shall be issued upon exercise of a Right (other
than fractions of Preferred Shares that are integral multiples of one
one-hundredth of a Preferred Share and that may, at the election of the Company,
be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash
shall be made based on the market price of such securities on the last trading
date prior to the date of exercise.
8. REDEMPTION
At any time prior to the earlier of (a) the tenth business day following
the 15% Ownership Date or (b) the first event of the type giving rise to
exercise rights under Section 5(c) above, the Board of Directors may, at its
option, direct the Company to redeem the Rights in whole, but not in part, at a
price of $.001 per Right (the "Redemption Price"), and the Company shall so
redeem the Rights. Immediately upon such action by the Board of Directors (the
date of such action being the "Redemption Date"), the only right of the holders
of Rights thereafter shall be to receive the Redemption Price.
9. EXCHANGE
At any time during the period of 180 days after the 15% Ownership Date,
the Board of Directors of the Company may, at its option, authorize and direct
the exchange of all, but not less than all, of the then outstanding Rights for
Common Shares, one one-hundredths of Preferred Shares, debt securities of the
Company, other property or any combination of the foregoing, which, as of the
date of the Board of Directors' action, has a current market price equal to the
difference between the Exercise Price and the current market price of the shares
that would otherwise be issuable upon exercise of a Right on such date (the
"Exchange Ratio"), and the Company shall so exchange the Rights. Immediately
upon such action by the Board of Directors, the right to exercise Rights shall
terminate and the only right of the holders of Rights thereafter shall be to
receive the securities so designated by the Board of Directors in accordance
with the Exchange Ratio.
10. NO STOCKHOLDER RIGHTS PRIOR TO EXERCISE
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company (other than rights resulting from such
holder's ownership of Common Shares), including, without limitation, the right
to vote or to receive dividends.
11. AMENDMENT OF RIGHTS AGREEMENT
The Board of Directors may, from time to time, without the approval of
any holder of Rights, direct the Company and the Rights Agent to supplement or
amend any provision of the Rights Agreement in any manner, whether or not such
supplement or amendment is adverse to any holder of Rights, and the Company and
the Rights Agent shall so supplement or amend such provision; provided, however,
that from and after the earliest of (a) the tenth business day following the 15%
Ownership Date, (b) the first event of the type giving rise to exercise rights
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under Section 5(c) above or (c) the Redemption Date, the Rights Agreement cannot
be supplemented or amended in any manner that would materially and adversely
affect any holder of outstanding Rights other than a 15% Stockholder or a
Surviving Person.
Item 2. Exhibits
4. Form of Rights Agreement, dated as of February 17, 1999, between
Ducommun Incorporated and Harris Trust Company of California, as
Rights Agent (incorporated by reference to Ducommun
Incorporated's registration statement on Form 8-K (commission
file no. 1-08174) filed February 25, 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 report to be signed on its
behalf by the undersigned, thereto duly authorized.
Date: February 23, 1999 DUCOMMUN INCORPORATED
By: /s/ JOSEPH C. BERENATO
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Name: Joseph C. Berenato
Its: President and Chief Executive
Officer
(Duly Authorized Officer of the
Registrant)
