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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM 8-A/A
AMENDMENT NO. 2 TO REGISTRATION
STATEMENT ON 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
FABRI-CENTERS OF AMERICA, INC.
(Exact Name of Registrant as Specified in its Charter)
Ohio 34-0720629
(State of Incorporation or Organization) (IRS Employer
Identification no.)
5555 Darrow Road, Hudson, Ohio 44236
(Address of principal executive offices) (zip code)
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If this Form relates to the registration of a If this Form relates to the registration of
class of debt securities and is effective upon a class of debt securities and is to become
filing pursuant to General Instruction (A)(c)(1) effective simultaneously with the
please check the following box: / / effectiveness of concurrent registration
statement under Securities Act of 1933
pursuant to General Instruction A(c)(2)
please check the following box: / /
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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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Class A Common Share Purchase Rights New York Stock Exchange
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
None
---------------------------------
(Title of class)
The Exhibit Index is located on page 4.
Page 1 of 12 Pages
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
This Amendment No. 2 amends the Form 8-A Registration
Statement filed by Fabri-Centers of America, Inc. (the
"Company") on October 26, 1990, as amended by Amendment No.
1 to Form 8-A Registration Statement filed by the Company
on March 23, 1992.
On August 2, 1995, the Board of Directors of the
Company authorized the execution of an amendment (the
"Amendment") to the Rights Agreement, dated October 23,
1990, between the Company and Society National Bank, as
successor by merger to Ameritrust Company National
Association (the "Rights Agreement"), to reflect the change
in the Company's capital structure as a result of the
adoption on an amendment to the Company's articles of
incorporation (the "Recapitalization Amendment"), which
changed each existing Common Share, without par value, of
the Company to one Class A Common Share (voting), without
par value ("Class A Share") and one Class B Common Share
(nonvoting), without par value ("Class B Share"). The
Amendment provides that the definition of "Common Shares"
as used in the Rights Agreement refers only to Class A
Shares and that no Rights (as such term is defined in the
Rights Agreement) will be associated with the Class B
Shares issued as a result of the Recapitalization Amendment
or thereafter. In addition, the Amendment updates the
Summary of Rights to Purchase Class A Common Shares, which
is attached as EXHIBIT B to the Rights Agreement, to
reflect the amendments contained in the Amendment and the
effectiveness of the Recapitalization Amendment.
All other terms, provisions, covenants or restrictions
of the Rights Agreement remain unchanged and in full force
and effect. The Rights Agent, Ameritrust Company National
Association, is now known as Society National Bank.
ITEM 2. EXHIBITS.
The Registrant will file the following exhibit with
the Securities and Exchange Commission and the New York
Stock Exchange in accordance with the Instructions as to
Exhibits of Form 8-A.
NUMBER DESCRIPTION
- ------ -----------
1. Amendment No. 2 to Rights Agreement, dated as of August 2,
1995, between the Company and Society National Bank, as
Rights Agent.
Page 2 of 12 Pages
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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 Amendment
No. 2 to Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized.
FABRI-CENTERS OF AMERICA, INC.
(Registrant)
By: /s/ Robert L. Norton
-----------------------------
Robert L. Norton
Vice Chairman of the Board and
Chief Financial Officer
Date: August 2, 1995
Page 3 of 12 Pages
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EXHIBIT INDEX
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE
- ------ ----------- ----------
1. Amendment No. 2 to Rights Agreement, dated
August 2, 1995, between the Company and
Society National Bank, as Rights Agent. 5
Page 4 of 12 Pages
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SECOND AMENDMENT TO RIGHTS AGREEMENT
THIS SECOND AMENDMENT TO RIGHTS AGREEMENT (this "Amendment"), dated as
of August 2, 1995, is between Fabri-Centers of America, Inc., an Ohio
corporation (the "Company"), and Society National Bank, as successor by merger
to Ameritrust Company National Association (the "Rights Agent"). This
Amendment amends the Rights Agreement, dated October 22, 1990, between the
Company and the Rights Agent, as amended by First Amendment to Rights
Agreement, dated as of March 9, 1992 (the "Rights Agreement").
W I T N E S S E T H:
WHEREAS, the Board of Directors has approved and submitted to the
shareholders of the Company for adoption an amendment to the Company's 1992
Amended Articles of Incorporation to (i) provide for two classes of common
stock, one voting class designated as Class A Common Shares, without par value
(the "Class A Shares"), and a new nonvoting class designated as Class B Common
Shares, without par value (the "Class B Shares"); (ii) change each issued share
of the Company's Common Shares, without par value (the "Existing Common
Shares"), into (a) one Class A Share and (b) one Class B Share; (iii) increase
the total number of authorized shares of capital stock of the Company; and (iv)
clarify the circumstances under which the Company may
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purchase and sell its own shares (collectively, the "Recapitalization
Amendment");
WHEREAS, the Recapitalization Amendment has been
approved by the shareholders and it will become effective when it is filed as
an amendment to the Company's 1992 Amended Articles of Incorporation with the
Secretary of State of the State of Ohio ("Effective Time");
WHEREAS, as a result of the Recapitalization
Amendment, certain amendments to the Rights Agreement are necessary and
appropriate to reflect the change in the Company's capital structure after the
Effective Time of the Recapitalization Amendment; and
WHEREAS, Section 26(iii) of the Rights Agreement
provides that prior to the occurrence of a Triggering Event, the Company may
amend the Rights Agreement in any way the Board of Directors of the Company
deems to be desirable and in the best interests of the Company and its
shareholders.
NOW, THEREFORE, the Company and Rights Agent agree that the Rights
Agreement be amended as set forth herein:
1. Section 1(g) of the Rights Agreement hereby is amended by
deleting the existing Section 1(g) in its entirety and replacing it with the
following:
"(g)"Common Shares" when used with reference to the Company
means the Class A Common Shares, without par value, of the Company,
except that, if the Company is the continuing or surviving corporation
in a transaction described in Section 13(a)(y), "Common Shares" when
used with reference to the Company means the shares with the
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greatest aggregate voting power of the Company or, if the
Company is ultimately controlled by another corporation, business
trust, limited partnership, joint venture, or other organization, the
shares or other equity interests of the other organization that have
the greatest aggregate voting power and do not generally subject the
holder to liability for the liabilities of the organization. "Common
Shares" when used with reference to any corporation, business trust,
limited partnership, joint venture, or other organization other than
the Company means the shares or other equity interest of the other
organization that have the greatest aggregate voting power and do not
generally subject the holder to liability for the liabilities of the
organization."
2. The adjustment to number and type of Existing Common Shares
issuable upon the exercise of the Rights provided for by Section 11(a)(i)(D) of
the Rights Agreement shall not beapplicable to the issuance of the Class A
Shares and Class B Shares pursuant to the terms of the Recapitalization
Amendment. Upon the effectiveness of the Recapitalization Amendment, each
issued Right shall initially represent the right to purchase one Class A Share
and, subject to the provisions of Section 3 of the Rights Agreement, will be
evidenced by a certificate for Class A Shares. No Rights will be associated
with Class B Shares issued as a result of the Recapitalization Amendment or
thereafter. Notwithstanding the foregoing, the adjustments to the Purchase
Price and Exercise Price provided for by Section 11 of the Rights Agreements
and to the Redemption Price provided for by
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Section 23(a) of the Rights Agreement shall not be effected by the Amendment.
3. The form of the Rights Certificate attached as EXHIBIT A to the
Rights Agreement shall be appropriately amended to reflect the amendments
contained in this Amendment in the event such Rights Certificate is issued
pursuant to Section 3(a) of the Rights Agreement.
4. Schedule 1 to this Amendment sets forth a Summary of Rights to
Purchase Common Shares (As Amended as of August 2, 1995) that updates and
replaces the Summary of Rights to Purchase Common Shares attached as EXHIBIT B
to the Rights Agreement to reflect the amendments contained in this Amendment
and the effectiveness of the Recapitalization Amendment.
5. This Amendment shall be binding upon and shall inure to the benefit
of each of the parties and their respective successors and assigns.
6. Except as amended by this Amendment, all other provisions of the
Rights Agreement shall remain in full force and effect and are unchanged
hereby.
7. Unless otherwise defined herein, all defined terms used herein
shall have the meanings given to them in the Rights Agreement.
8. This Amendment shall be governed by, and interpreted in accordance
with, the laws of the State of Ohio applicable to contracts to be made and
performed entirely within that State.
9. This Amendment shall be effective as of the Effective Time of the
Recapitalization Amendment.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed as of the day and year first above written.
FABRI-CENTERS OF AMERICA, INC.
By /s/ Alan Rosskamm
-----------------------------------
Name: Alan Rosskamm
Title: Chairman of the Board
SOCIETY NATIONAL BANK
By /s/ Laura S. Kress
-----------------------------------
Name: Laura S. Kress
Title: Trust Officer and
Assistant Secretary
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Schedule 1
SUMMARY OF RIGHTS TO PURCHASE
CLASS A COMMON SHARES
(As Amended as of August 2, 1995)
The Board of Directors of Fabri-Centers of America, Inc.
("Fabri-Centers") on October 22, 1990 declared a dividend consisting of rights
to purchase shares of Common Stock of Fabri-Centers ("Common Shares"). One of
the rights was distributed to the holder of each Common Share outstanding on
November 6, 1990, the record date for the distribution. Rights have been
distributed and are also distributable with Common Shares issued by
Fabri-Centers after the record date but before the expiration of the rights or
the occurrence of a "flip-in" event or "flip-over" event, which are described
below.
On August 2, 1995, Fabri-Centers converted each issued Common Share
into one Class A Common Share, without par value ("Class A Common Share"), and
one Class B Common Share, without par value ("Class B Common Share"), pursuant
to an amendment to its articles of incorporation. In connection therewith, the
Company executed an amendment to the Rights Agreement to provide that rights
would thereafter only be associated with Class A Common Shares.
When the rights become exercisable, the holder of each of the rights
will be entitled to purchase one Class A Common Share of Fabri-Centers for
$105.75. The rights will become exercisable 20 days after the earlier of (1) a
public announcement that a person or group has become the beneficial owner of
20% or more of the outstanding Class A Common Shares, (2) a public announcement
that the Board of Directors has declared a person or group to be an "adverse
person," as described below, or (3) the commencement of, or announcement of an
intention to commence, a tender offer or exchange offer that would result in
the beneficial ownership of 20% or more of the outstanding Class A Common
Shares by a person or group. An "adverse person" is defined as a person or
group that is declared to be adverse by the Board of Directors of Fabri-Centers
upon a determination that (a) the person or group is, or has announced an
intention to become, the beneficial owner of a substantial number of Class A
Common Shares (which may not be less than 10% of the outstanding Class A Common
Shares) and (b) ownership of the Class A Common Shares by that person or group
is intended or likely to result in consequences that are not in the long-term
interests of Fabri-Centers and its shareholders.
Until the rights become exercisable, they will trade with the Class A
Common Shares, and any transfer of Class A Common Shares will also constitute a
transfer of the associated rights. When the rights become exercisable, they
will begin to trade separately and apart from the Class A Common Shares. At
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that time, separate certificates representing the rights will be mailed to
holders.
Twenty days after certain events occur, each of the rights will
"flip-in" and become the right to purchase one Class A Common Share of
Fabri-Centers for $0.50. Upon the occurrence of these events, rights held by
and "adverse person," or by a person or group that beneficially owns 20% or
more of the outstanding Class A Common Shares, will become void. These events
are (1) the beneficial ownership by a person or group of 20% or more of the
outstanding Class A Common Shares (unless the person or group acquired the
shares in a tender offer or exchange offer for all outstanding Class A Common
Shares at a price and on other terms that the Board of Directors determines to
be fair to Fabri-Centers and its shareholders), (2) the declaration by the
Board of Directors that a person or group has become an "adverse person," or
(3) the occurrence of certain business combinations between Fabri-Centers and a
person or group that beneficially owns 20% or more of the outstanding Class A
Common Shares.
If Fabri-Centers is acquired in a merger or consolidation, or 50% or
more of its assets or earning power is sold, each of the rights will
"flip-over" and become the right to purchase common shares of the acquiror for
$0.50. The number of common shares of the acquiror to be purchased upon
exercise of the right has been set so that the market value of this number of
common shares of the acquiror equals the market value of one Class A Common
Share of Fabri-Centers.
The exercise price, and the number of Class A Common Shares of
Fabri-Centers (or common shares of an acquiror) to be purchased upon exercise
of the rights, are subject to adjustment to reflect any stock split, stock
dividend, or similar transactions and to prevent dilution, as provided in the
Rights Agreement.
"Beneficial ownership" is broadly defined in the Rights Agreement.
However, for purposes of determining the percentage of Class A Common Shares
beneficially owned by Martin Rosskamm, Betty Rosskamm, Justin Zimmerman, Alma
Zimmerman, Steve Reich, and Margrit Reich (who are members of the founding
families of Fabri- Centers), their descendants, their spouses, and the spouses
of their descendants, Class A Common Shares beneficially owned by any one or
more of them (1) will not be deemed to be beneficially owned by any other of
them, whether individually or as part of a group, and (2) may be transferred to
any other of them without increasing the percentage of shares deemed to be
beneficially owned by the recipient.
The Board of Directors may redeem the rights for $.005 each at any time
before the rights "flip-in" or "flip-over," as described above. However, the
rights may not be redeemed while a person or group is the beneficial owner of
20% or more of the outstanding Class A Common Shares unless (1) "continuing
directors," as described below, constitute a majority of the
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Board of Directors and (2) a majority of the "continuing directors" approve the
redemption. "Continuing directors" are defined as directors who were in office
when the person or group became the beneficial owner of, or commenced a tender
offer or exchange offer for, 20% or more of the outstanding Class A Common
Shares or whose election to office was recommended by a majority of the
"continuing directors" in office at the time of the election.
The terms of the rights are set forth in a Rights Agreement between
Fabri-Centers and Society National Bank, as successor by merger to Ameritrust
Company National Association, as rights agent, as amended by a First Amendment
to Rights Agreement dated as of March 9, 1992 and a Second Amendment to Rights
Agreement dated as of August 2, 1995. The provisions of the Rights Agreement
or any amendment thereto may be amended by the Board of Directors to cure any
ambiguity or correct any defect or inconsistency and, prior to the occurrence
of a "flip-in" or "flip-over" event, to make other changes that the Board of
Directors deems to be desirable and in the interests of Fabri-Centers and its
shareholders. The Rights Agreement may not be amended, however, while a person
or group is the beneficial owner of 20% or more of the outstanding Class A
Common Shares unless (1) "continuing directors" constitute a majority of the
Board of Directors and (2) a majority of the "continuing directors" approve the
amendment.
The rights will expire on November 6, 2000, unless they are exercised or
redeemed before that date.
Copies of the Rights Agreement, the First Amendment to Rights Agreement
and the Second Amendment to Rights Agreement have been filed with the
Securities and Exchange Commission as Exhibits to the Form 8-A Registration
Statement, Form 8 Amendment to Registration Statement and Form 8-A/A Amendment
No. 2 to Registration Statement. A copy of the Rights Agreement, as amended,
is available from Fabri-Centers free of charge. This summary of the rights is
not complete and is qualified in its entirety by reference to the Rights
Agreement, as amended.
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