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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
Signature Inns, Inc.
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(Exact name of registrant as specified in its charter)
Indiana 35-1426996
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(State of incorporation or organization) (I.R.S. employer
identification no.)
250 East 96th Street, Suite 450
Indianapolis, Indiana 46240
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(Address of principal executive offices) (zip code)
If this Form relates to the registration If this Form relates to the
of a class of debt securities and is registration of a class of debt
effective upon filing pursuant to securities and is to become
General Instruction A(c)(1) please effective simultaneously with the
check the following box. [ ] effectiveness of a concurrent
registration statement under the
Securities Act of 1933 pursuant to
General Instruction A(c)(2) please
check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each Class to Name of each exchange on which
be so registered each class is to be registered
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None None
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Securities to be registered pursuant to Section 12(g) of the Act:
Rights to Purchase Preferred Stock
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
The Board of Directors of Signature Inns, Inc. (the "Company") has
declared a dividend of one Stock Purchase Right (a "Right") per share of the
Company's Common Stock, without par value (the "Common Stock"), outstanding on
March 18, 1997 (the "Record Date"). A Right will also accompany each share of
the Company's Common Stock issued following the Record Date. Each Right, when
it first becomes exercisable, entitles the holder to purchase from the Company
either one hundredth of one share of a newly created class of Non-cumulative
Preferred Stock, Series One, without par value (the "Series One Preferred
Stock"), at an initial exercise price of $40.00 per one-hundredth of one share
(the "Exercise Price"), subject to adjustment, or, in the event that any person
becomes an Acquiring Person (as defined below), Common Stock (or cash, assets
or other securities of the Company) having a fair market value equal to two
times the Exercise Price of the Right. The terms and conditions of the Rights
are set forth in an Amended and Restated Rights Agreement, dated as of January
17, 1997 (the "Rights Agreement"), between the Company and Harris Trust and
Savings Bank, as Rights Agent (the "Rights Agent").
Initially, the Rights will not be exercisable or transferable apart
from the shares of the Common Stock with respect to which they are distributed,
and will be evidenced only by the certificates representing shares of Common
Stock. The Rights will become exercisable and transferable apart from the
Common Stock on a date (the "Exercisability Date") that is the earlier of (a)
the close of business on the tenth business day after the Stock Acquisition
Date, defined as the first date of a public announcement that a person or group
of affiliated or associated persons has become an Acquiring Person (as defined
below); or (b) the close of business on such date as a majority of the
Company's Board of Directors shall determine, which date may occur only
following the commencement of a tender or exchange offer that, if consummated,
would result in a person or group becoming an Acquiring Person. The Rights will
be exercisable from the Exercisability Date until the Expiration Date (which is
the earlier of (x) the close of business on the tenth anniversary of the Record
Date (the "Final Expiration Date") or (y) the date the Rights are redeemed by
the Company (the "Redemption Date")), at which time they will expire.
Except for the Company, any of its subsidiaries, any employee benefit
plan maintained by the Company, John Bontreger, the Company's President, Chief
Executive Officer and Chairman of the Board, or persons acquiring Common Stock
directly from the Company, a person or group becomes an Acquiring Person when
such person or group acquires or obtains the rights to acquire beneficial
ownership of 20% or more of the then outstanding shares of the Common Stock
(other than as a result of a Permitted Offer, as defined below), or 10% or more
of such shares if the Company's Board of Directors, after reasonable inquiry
and investigation, declares the acquiring person an Adverse Person under
guidelines set forth in the Rights Agreement. A "Permitted Offer" is a tender
or exchange offer for all outstanding shares of the Common Stock upon terms
that a majority of the members of the Board of Directors who qualify as
Continuing Directors under the Rights Agreement determines to be adequate and
in the best interests of the Company and its shareholders. A person or group
acquiring 20% or more of the then outstanding shares of Common Stock through
such a Permitted Offer does not, under the terms of the Rights Agreement,
become an Acquiring Person. The Board of Directors may declare any person to be
an Adverse Person after it determines that (i) such person, alone or together
with its affiliates and associates, has become the beneficial owner of 10% or
more of the Company's Common Stock and (ii) after reasonable inquiry and
investigation, such Person's ownership in the Company is reasonably likely (x)
to cause the Company to repurchase the Common Stock beneficially owned by such
person or cause pressure on the Company to take action that would provide such
person with short-term gain to the detriment of the best long-term interests of
the Company and its shareholders, or (y) to have a material adverse impact
(including, but not limited to, impairment of relationships with customers or
impairment of the Company's ability to maintain its competitive position) on
the business or prospects of the Company.
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Prior to the Exercisability Date, the Rights will not be transferable
apart from the shares of the Common Stock to which they are attached and the
surrender or transfer of any Common Stock certificate prior to that date will
also constitute the transfer of the Rights associated with the shares
represented by such certificate. As soon as practicable after the
Exercisability Date, separate certificates evidencing the Rights ("Rights
Certificates") will be mailed to each record holder of shares of the Common
Stock as of the close of business on the Exercisability Date and, in certain
circumstances, holders of certain shares issued after the Exercisability Date.
Upon the occurrence of an Exercisability Date (a "Flip-In Event"),
each holder of a Right will thereafter have the right (the "Flip-In Right") to
receive, upon exercise, the number of shares of the Common Stock (or, in
certain circumstances, at the discretion of the Company's Board of Directors,
cash, property, other securities of the Company or other consideration) having
a market value immediately prior to the Flip-In Event equal to two times the
then current Exercise Price of the Right; provided, however, that any Right
that is (or, in certain circumstances specified in the Rights Agreement, was)
beneficially owned by an Acquiring Person (or any of its affiliates or
associates) will become null and void upon the occurrence of the Flip-In Event.
If, at any time following a Stock Acquisition Date, either (i) the
Company is acquired in a merger or other business combination transaction, or
(ii) the Company sells or otherwise transfers more than 50% of its aggregate
assets, cash flow, or earning power, each holder of a Right (except Rights
previously voided as described above) will thereafter have the right (the
"Flip-Over Right") to receive, upon exercise, shares of common stock of the
Acquiring Person having a value equal to two times the then current Exercise
Price of the Right. The Flip-Over Right shall be exercisable apart from, and
regardless of the exercise or surrender of, the Flip-In Right.
At any time prior to the earlier of (i) the close of business on the
tenth business day following the Stock Acquisition Date, or (b) the close of
business on the Final Expiration Date, and in certain other circumstances, the
Company's Board of Directors may redeem the Rights, in whole but not in part,
at a Redemption Price of $.001 per Right.
At any time after any person becomes an Acquiring Person, the Board of
Directors may exchange the Rights (other than Rights owned by such Acquiring
Person which have become void), in whole or in part, at an exchange ratio of
one share of Common Stock per right. Notwithstanding the foregoing, the Board
of Directors shall not be empowered to effect such exchange at any time after
such Acquiring Person becomes the beneficial owner of 50% or more of the shares
of Common Stock then outstanding.
At any time prior to the Exercisability Date, the Board of Directors
may amend any provision of the Rights Agreement in any manner. Thereafter, the
Board may amend the Rights Agreement in certain respects, including generally
(a) to shorten or lengthen any time period under the Rights Agreement or (b) in
any manner that the Company's Board of Directors deems necessary or desirable,
so long as such amendment is consistent with and for the purpose of fulfilling
the objectives of the Board in originally adopting the Rights Plan. Certain
amendments (including changes to the Redemption Price, Exercise Price,
Expiration Date, or number of shares for which a Right is exercisable), whether
prior to the Exercisability Date or thereafter, are permitted only upon
approval by a majority of the Board of Directors.
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The Exercise Price payable, and the number of shares of Common Stock
or other securities or property 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 issuance to holders of the Common Stock of certain
rights, options or warrants to subscribe for or purchase Common Stock at a
price, or securities convertible into 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 dividends payable in
Common Stock) or of subscription rights or warrant (other than those referred
to above). The number of outstanding Rights and the number of shares of Common
Stock issuable upon exercise of each Right are also subject to adjustment in
the event of a stock split of the Common Stock or a stock dividend on the
Common Stock payable in Common Stock or subdivisions, consolidations or
combinations of the Common Stock occurring, in any such case, prior to the
Exercisability Date.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the
right to vote or to receive dividends.
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 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 of the Company because the Board
of Directors may, at its option, at any time prior to the close of business on
the tenth business day after the Stock Acquisition Date, redeem all but not
less than all of the then outstanding Rights at the Redemption Price.
A copy of the Rights Agreement has been filed as an exhibit to this
Registration Statement. This summary description of the Rights does not purport
to be complete and is qualified in its entirety by reference to the Rights
Agreement, which is hereby incorporated herein by reference.
Item 2. Exhibits.
1. Amended and Restated Rights Agreement, dated as of January
17, 1997, between Signature Inns, Inc. and Harris Trust and
Savings Bank, as Rights Agent, which includes as exhibits, the
form of Right Certificate and the Summary of Rights Agreement.
(Incorporated by reference to Exhibit 4.3 to Signature Inns,
Inc.'s Registration Statement on Form SB-2, File No. 333-12735.)
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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 Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.
SIGNATURE INNS, INC.
Date: January 17, 1997 By: /s/ Martin D. Brew
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Martin D. Brew, Treasurer
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EXHIBIT INDEX
Exhibit
Number Description
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1 Amended and Restated Rights Agreement,
dated as of January 17, 1997, between
Signature Inns, Inc. and Harris Trust and
Savings Bank, as Rights Agent, which
includes as exhibits, the form of Right
Certificate and the Summary of Rights
Agreement (Incorporated by reference to
Exhibit 4.3 to Signature Inns, Inc.'s
Registration Statement on Form SB-2, File
No. 333-12735).
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