SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
November 9, 1999
Date of Report
(Earliest Reported
Event is October 22, 1999)
MAXWELL TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Commission File No. 0-10964
Delaware 95-2390133
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or jurisdiction)
9275 Sky Park Court
San Diego, California 92123
(Address of principal (Zip Code)
executive offices)
(858) 279 5100
Registrant's telephone number, including area code:
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(Former names or former address, if changed since last report)
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<PAGE>
Item 5. On October 27, 1999, Maxwell Technologies, Inc. issued the following
press release:
PRESS RELEASE
NEWS RELEASE
For Immediate Release Contact: Mike Sund
October, 27, 1999 (858) 576-7743
MAXWELL TECHNOLOGIES RENEWS SHAREHOLDER RIGHTS PLAN
_______________________
Board of Directors Approves Dividend Distribution of Common Stock Purchase
Rights
SAN DIEGO, Calif. - Maxwell Technologies, Inc. (Nasdaq: MXWL) announced
today that its board of directors has declared a dividend of common stock
purchase rights that will become exercisable if a person or group should
acquire or announce a tender offer for 15 percent or more of the company's
common stock. Similar rights issued by the company in 1989 expired on June
20, 1999.
Tom Horgan, Maxwell's CEO, said that the dividend will consist of one
purchase right for each outstanding share of the company's common stock,
payable on November 15, 1999, to shareholders of record on November 8, 1999.
"The rights are not being distributed in response to any specific effort to
acquire the company, " Horgan said. "The purpose of this rights dividend is to
assure that all shareholders receive fair and equal treatment in the event of
any proposed takeover, and to guard against partial tender offers, open market
accumulations and other tactics to gain control of the company without paying
all shareholders a fair price."
Each right will entitle shareholders to buy one share of Maxwell common
stock at an initial exercise price of $75. The rights become exercisable if
a person or group acquires or announces a tender offer for 15 percent or more
of the company's outstanding common stock. The board of directors will be
entitled to redeem the rights for one cent per share at any time before any
person or group acquires 15 percent or more of Maxwell's common stock. The
rights will expire in 10 years, and the distribution is not taxable to
shareholders.
If a person or group actually reaches the 15 percent ownership threshold,
each right would then entitle the holder to purchase from the company a number
of shares having a market value equal to twice the exercise price. Rights
associated with shares held by the acquiring person or group would become void.
If the company should be acquired in a merger or other business combination
after a person or group acquires 15 percent or more of the company's common
stock, each right will entitle its holder to purchase a number of the acquiring
company's common shares having a market value equal to twice the right's
exercise price.
Maxwell Technologies applies industry-leading capabilities in pulsed power,
space applications, industrial computers and other advanced technologies to
develop and market products and services for customers in multiple industries,
including consumer electronics, space, medical products, water purification,
energy, telecommunications and transportation.
SIGNATURES
Pursuant to the requirements 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.
Date: November 9, 1999 Maxwell Technologies, Inc.
By: /s/Donald M. Roberts
-------------------------
Name: Donald M. Roberts
Title: Vice President, General Counsel
and Secretary
RLF1-2052634-1
