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
PAUL HARRIS STORES, INC.
(Exact name of Registrant as specified in its charter)
Indiana 35-0907402
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(State of incorporation or organization) (IRS Employer
Identification No.)
6003 Guion Road
Indianapolis, Indiana 46254
(Address of principal executive offices) (Zip Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange
to be so registered on which each class is
to be registered
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None None
Securities to be registered pursuant to Section 12(g) of the Act:
Rights to Purchase Series A Participating
Cumulative Preferred Stock, without par value
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(Title of Class)
ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
On April 9, 1997, the Board of Directors of Paul Harris
Stores, Inc. (the "Company") declared a dividend of one
right (a "Right") for each share of Common Stock, without par
value, and Nonvoting Common Stock, without par value,
(collectively, the "Common Stock") outstanding on April 25,
1997 (the "Record Date"), and, in addition, authorized the
issuance of one Right with respect to each share of Common Stock
that becomes outstanding thereafter, and until the earlier of
the Distribution Date (as defined herein), Redemption Date
(as defined herein), or April 10, 2007 (the tenth
anniversary of the Rights Agreement) ("Expiration Date").
Each Right, when it becomes exercisable as described below,
will entitle the registered holder to purchase from the
Company one one-hundredth (1/100th) of a share of Series A
Participating Cumulative Preferred Stock (the "Series A Preferred
Shares") at a price of $90, subject to adjustment in certain
circumstances (the "Purchase Price"). The description and
terms of the Rights are set forth in a Rights Agreement (the
"Rights Agreement") between the Company and the Rights Agent
named therein. The Rights will not be exercisable until the
Distribution Date and will expire on the Expiration Date, unless
earlier redeemed by the Company as described below. 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 with
respect to the Rights or the Series A Preferred Shares
relating thereto. Unless the context otherwise requires,
references herein to the Common Stock include the related Rights.
DISTRIBUTION DATE. Under the Rights Agreement, the
distribution date ("Distribution Date") is the earlier of (i)
such time as the Company learns that a person or group
(including any affiliate or associate of such person or group)
has acquired, or has obtained the right to acquire, beneficial
ownership of more than 15% of the outstanding shares of Common
Stock (such person or group being an "Acquiring Person"),
unless provisions exempting certain persons from the definition
of Acquiring Person apply, and (ii) the close of business on
such date, if any, as may be designated by the Board of
Directors of the Company following the commencement of, or first
public disclosure of an intent to commence, a tender or exchange
offer for more than 15% of the outstanding shares of Common
Stock. Any person or group (or any affiliate or associate of
such person or group) that acquires more than 15% of the
outstanding shares of Common Stock pursuant to a transaction that
is approved in advance by the Board of Directors is not an
Acquiring Person, nor is The Prudential Insurance Company of
America with respect to the Common Stock owned by it and
its affiliates on the Record Date. A person or group (or
any affiliate or associate of such person or group) that
inadvertently acquires more than 15% of the outstanding shares
of Common Stock will not be deemed to be an Acquiring Person,
provided that such person or group reduces the percentage of
beneficial ownership to less than 15% of the outstanding
shares of Common Stock by the close of business on the fifth
business day after notice from the Company that such person's
or group's ownership interest exceeds 15% of the outstanding
shares of Common Stock. Such person or group will be deemed to
be an Acquiring Person at the end of such five business day
period absent such reduction.
EVIDENCE OF RIGHTS. Until the Distribution Date, the
Rights will be evidenced by the certificates for Common Stock
registered in the names of the holders thereof (which
certificates for Common Stock shall also be deemed to be Rights
Certificates, as defined below) rather than separate Rights
Certificates. Therefore, on and after the Record Date and until
the Distribution Date, the Rights will be transferred with and
only with the Common Stock and each transfer of Common Stock also
will transfer the associated Rights. As soon as practicable
following the Distribution Date, separate certificates evidencing
the Rights ("Rights Certificates") will be mailed to holders of
record of the Common Stock as of the close of business on
the Distribution Date (and to each initial record holder of
certain Common Stock originally issued after the Distribution
Date), and such separate Rights Certificates alone will
thereafter evidence the Rights.
ADJUSTMENTS. The number of Series A Preferred Shares or
other securities issuable upon exercise of the Rights, the
Purchase Price, the Redemption Price (as defined below) and the
number of Rights associated with each share of Common Stock
are all subject to adjustment from time to time in the event
of any change in the Common Stock or the Series A Preferred
Shares, whether by reason of stock dividends, stock
splits, recapitalizations, mergers, consolidations,
combinations or exchanges of securities, split-ups, split-offs,
spin-offs, liquidations, other similar changes in
capitalization or any distribution or issuance of cash,
assets, evidences of indebtedness or subscription rights,
options or warrants to holders of Common Stock or Series A
Preferred Shares.
The Company may, but is not required to, issue
fractional Rights or distribute Rights Certificates that
evidence fractional Rights. In lieu of such fractional
Rights, the Company may make a cash payment based on the market
price of such Rights. In addition, the Company may, but is not
required to, issue fractions of shares upon the exercise
of the Rights or distribute certificates that evidence
fractional Series A Preferred Shares. In lieu of fractional
Preferred Shares, the Company may utilize a depository
arrangement as provided by the terms of the Series A Preferred
Shares and, in the case of fractions other than one one-hundredth
(1/100th) of a Series A Preferred Share or integral multiples
thereof, may make a cash payment based on the market price
of such shares.
TRIGGERING EVENT AND EFFECT OF TRIGGERING EVENT. At such
time as there is an Acquiring Person, the Rights will entitle
each holder (other than such Acquiring Person) to a right to
purchase, for the Purchase Price, that number of one
one-hundredths (1/100ths) of a Series A Preferred Share
equivalent to the number of shares of Common Stock that at the
time of such event would have a market value of twice the
Purchase Price.
In the event the Company is acquired in a merger or
other business combination by an Acquiring Person or an affiliate
or associate of an Acquiring Person that is a publicly traded
corporation or 50% or more of the Company's assets or assets
representing 50% or more of the Company's revenues or cash flow
are sold, leased, exchanged or otherwise transferred (in
one or more transactions) to an Acquiring Person or an
affiliate or associate of an Acquiring Person that is a
publicly traded corporation, each Right will entitle its holder
(subject to the next paragraph) to purchase, for the Purchase
Price, that number of common shares of such corporation that
at the time of the transaction would have a market value
of twice the Purchase Price. In the event the Company is
acquired in a merger or other business combination by an
Acquiring Person or an affiliate or associate of an Acquiring
Person that is not a publicly traded entity or 50% or more of the
Company's assets or assets representing 50% or more of the
Company's revenues or cash flow are sold, leased, exchanged or
otherwise transferred (in one or more transactions) to an
Acquiring Person or an affiliate or associate of an Acquiring
Person that is not a publicly traded entity, each Right will
entitle its holder (subject to the next paragraph) to
purchase, for the Purchase Price, at such holder's option, (i)
that number of shares of the surviving corporation in
the transaction with such entity (which surviving corporation
could be the Company) that at the time of the transaction would
have a book value of twice the Purchase Price, (ii) that
number of shares of the Principal Party in the transaction
(as defined in the Rights Agreement, and which may include
the ultimate parent of the surviving corporation) that at
the time of the transaction would have a book value of twice
the Purchase Price or (iii) if such entity has an affiliate that
has publicly traded common shares, that number of common
shares of such affiliate that at the time of the transaction
would have market value of twice the Purchase Price.
Any Rights that are at any time beneficially owned by an
Acquiring Person (or any affiliate or associate of an
Acquiring Person) will be null and void and nontransferable and
any holder of any such Rights (including any purported
transferee or subsequent holder) will be unable to exercise
or transfer any such Rights.
REDEMPTION. At any time prior to the earlier of (i)
such time as a person or group becomes an Acquiring Person
and (ii) the Expiration Date, the Board of Directors may redeem
the Rights in whole, but not in part, at a price (in cash or
Common Stock or other securities of the Company deemed by the
Board of Directors to be at least equivalent in value) of $.01
per Right (which amount shall be subject to adjustment as
provided in the Rights Agreement) (the "Redemption Price").
Immediately upon the action of the Board of Directors ordering
the redemption of the Rights (the date of such redemption
being the "Redemption Date"), and without any further action and
without any notice, the right to exercise the Rights will
terminate and the only right of the holders of Rights will
be to receive the Redemption Price. Within 10 business days
after the action of the Board of Directors ordering the
redemption of the Rights, the Company will give notice of such
redemption to the holders of the then-outstanding Rights by
mail. Each such notice of redemption will state the method by
which payment of the Redemption Price will be made.
In addition, at any time after there is an Acquiring
Person, the Board of Directors may elect to exchange each Right
(other than Rights that have become null and void and
nontransferable as described above) for consideration per
Right consisting of one-half of the securities that would be
issuable at such time upon exercise of one Right pursuant to the
terms of the Rights Agreement.
AMENDMENT. At any time prior to the Distribution Date,
the Company may, without the approval of any holder of any
Rights, supplement or amend any provision of the Rights
Agreement (including, without limitation, the date on which the
Distribution Date shall occur, the definition of Acquiring
Person, the time during which the Rights may be redeemed, or the
terms of the Series A Preferred Shares), except that no
supplement or amendment shall be made that reduces the
Redemption Price (other than pursuant to certain adjustments
therein) or provides for an earlier Expiration Date. From
and after the Distribution Date and subject to applicable
law, the Company may amend the Rights Agreement without the
approval of any holders of Rights Certificates (i) to cure
any ambiguity or to correct or supplement any provision
contained in the Rights Agreement or (ii) to make any other
provisions which the Company may deem necessary or desirable
and which shall not adversely affect the
interests of the holders of Rights Certificates (other than an
Acquiring Person or an affiliate or an associate of an Acquiring Person).
Any supplement or amendment adopted during any period after any person or
group has become an Acquiring Person but prior to the Distribution Date
shall be null and void unless such supplement or amendment could have been
adopted under the prior sentence from and after the Distribution Date.
CERTAIN EFFECTS OF THE RIGHTS PLAN. The Rights Plan
is designed to protect shareholders of the Company in the
event of unsolicited offers to acquire the Company and other
coercive takeover tactics which, in the opinion of the Board
of Directors, could impair its ability to represent shareholder
interests. The provisions of the Rights Plan may render
an unsolicited takeover of the Company more difficult or less
likely to occur or might prevent such a takeover, even though
such takeover may offer shareholders the opportunity to sell
their stock at a price above the prevailing market rate and may
be favored by a majority of the shareholders of the Company.
ITEM 2. EXHIBITS.
The following exhibits are filed as a part of this
Registration Statement.
EXHIBIT NO. DESCRIPTION
3-A Amended and Restated Articles of Incorporation
of the Company dated September 8, 1992
(incorporated herein by reference to
the Company's 8-K dated April 11, 1997).
3-B Amendment to the Amended and Restated Articles
of Incorporation dated July 6, 1993
(incorporated herein by reference to the
Company's 8-K dated April 11, 1997).
3-C Amendment to the Amended and Restated Articles
of Incorporation dated April 10, 1997
(incorporated herein by reference to the
Company's 8-K dated April 11, 1997).
3-D Restated By-Laws of the Company (incorporated
herein by reference to the Company's 10-K for
the year ended February 1, 1997).
10 Rights Agreement, dated as of April 10, 1997,
by and between Paul Harris Stores, Inc. and
the First National Bank of Boston, with
exhibits (incorporated herein by reference to
the Company's 8-K dated April 11, 1997).
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.
PAUL HARRIS STORES, INC.
Date: April 16, 1997
By: /S/ JOHN H. BOYERS
John H. Boyers
Senior Vice President -
Finance and Treasurer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
3-A Amended and Restated Articles of Incorporation
of the Company dated September 8, 1992
(incorporated herein by reference to the
Company's 8-K dated April 11, 1997).
3-B Amendment to the Amended and Restated
Articles of Incorporation dated July 6,
1993 (incorporated herein by reference to the
Company's 8-K dated April 11, 1997).
3-C Amendment to the Amended and Restated
Articles of Incorporation dated April 10,
1997 (incorporated herein by reference to the
Company's 8-K dated April 11, 1997).
3-D Restated By-Laws of the Company
(incorporated herein by reference to the
Company's 10-K for the year ended February 1,
1997).
10 Rights Agreement, dated as of April 10, 1997,
by and between Paul Harris Stores, Inc. and
the First National Bank of Boston, with
exhibits (incorporated herein by reference
to the Company's 8-K dated April 11, 1997).
