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
HERCULES INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 51-0023450
(STATE OF INCORPORATION OR ORGANIZATION) (IRS EMPLOYER
IDENTIFICATION NUMBER)
HERCULES PLAZA
1313 NORTH MARKET STREET
WILMINGTON, DELAWARE 19894-0001
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box: [X]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box: []
SECURITIES ACT REGISTRATION STATEMENT FILE NUMBER TO
WHICH THIS FORM RELATES: N/A
SECURITIES TO BE REGISTERED PURSUANT TO
SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE ON WHICH
TITLE OF EACH CLASS TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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PREFERRED SHARE PURCHASE RIGHTS NEW YORK STOCK EXCHANGE
SECURITIES TO BE REGISTERED PURSUANT TO
SECTION 12(G) OF THE ACT:
NONE
(TITLE OF EACH CLASS)
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Item 1. Description of Securities To Be Registered.
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On August 4, 2000, the Board of Directors of Hercules Incorporated, a
Delaware corporation, declared a dividend of one preferred share purchase right
(a "Right") for each outstanding share of common stock, without par value. The
dividend is payable on August 14, 2000 to the stockholders of record at the
close of business on August 14, 2000, and the Rights being issued are subject
to the terms of a Rights Agreement, dated as of August 4, 2000, between our
Company and ChaseMellon Shareholder Services, L.L.C., as the Rights Agent.
Our Board adopted this Rights Agreement to protect stockholders from
coercive or otherwise unfair takeover tactics. In general terms, it works by
imposing a significant penalty upon any person or group which acquires 10% or
more of our outstanding common stock without the approval of our Board.
For those interested in the specific terms of the Rights Agreement, we
provide the following summary description. Please note, however, that this
description is only a summary, is not complete, and should be read together with
the entire Rights Agreement, which has been filed as an exhibit to this
Registration Statement on Form 8-A. A copy of the agreement is available free of
charge from our Company.
THE RIGHTS. Our Board authorized the issuance of one Right for each share of
common stock outstanding on August 14, 2000. The Rights will initially trade
with, and will be inseparable from, the common stock. The Rights are evidenced
only by certificates that represent shares of common stock. New Rights will
accompany any new shares of common stock we issue after August 14, 2000 until
the earlier of the Distribution Date described below or the redemption
of the Rights.
EXERCISE PRICE. Each Right will allow its holder to purchase from our Company
one one-thousandth of a share of Series A Junior Participating Preferred Stock
(a "Preferred Share") for $100, once the Rights become exercisable. This portion
of a Preferred Share will give the stockholder approximately the same dividend,
voting, and liquidation rights as would one share of common stock. Prior to
exercise, the Right does not give its holder any dividend, voting, or
liquidation rights.
EXERCISABILITY. The Rights will not be exercisable until
o 10 days after the public announcement that a person or group has become an
"Acquiring Person" by obtaining beneficial ownership of 10% or more of our
outstanding common stock, or, if earlier,
o 10 business days (or a later date determined by our Board before any person
or group becomes an Acquiring Person) after a person or group begins a
tender or exchange offer which, if completed, would result in that person
or group becoming an Acquiring Person.
We refer to the date when the Rights become exercisable as the
"Distribution Date." Until that date, the common stock certificates will also
evidence the Rights, and any transfer of shares of common stock will constitute
a transfer of Rights. After the Distribution Date, the Rights will separate
from the common stock and be evidenced by book-entry credits or by Rights
certificates that we
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will mail to all eligible holders of common stock. Any Rights held by an
Acquiring Person are void and may not be exercised. For persons who, as of
August 4, 2000, beneficially owned 10% or more of the outstanding common stock,
the Rights Agreement "grandfathers" their level of stock ownership, and such
persons will not be Acquiring Persons, so long as they do not purchase or
acquire beneficial ownership of any additional shares.
CONSEQUENCES OF A PERSON OR GROUP BECOMING AN ACQUIRING PERSON.
o FLIP IN. If a person or group becomes an Acquiring Person, all holders of
Rights except the Acquiring Person may, for $100 per Right, purchase
shares of our common stock with a market value of $200, based on the
market price of the common stock prior to such acquisition.
o FLIP OVER. If our Company is later acquired in a merger or similar
transaction after the Rights Distribution Date, all holders of Rights
except the Acquiring Person may, for $100 per Right, purchase shares of
the acquiring corporation with a market value of $200 based on the
market price of the acquiring corporation's stock prior to such merger.
PREFERRED SHARE PROVISIONS.
Each one one-thousandth of a Preferred Share, if issued:
o will not be redeemable.
o will entitle holders to quarterly dividend payments of $.001 per share,
or an amount equal to the dividend paid on one share of common stock,
whichever is greater.
o will entitle holders upon liquidation either to receive $1 per share or an
amount equal to the payment made on one share of common stock, whichever is
greater.
o will have the same voting power as one share of common stock.
o if shares of our common stock are exchanged via merger, consolidation, or a
similar transaction, will entitle holders to a per share payment equal to
the payment made on one share of common stock.
The value of one one-thousandth interest in a Preferred Share should approximate
the value of one share of common stock.
EXPIRATION. The Rights will expire on August 4, 2010.
REDEMPTION. Our Board may redeem the Rights for $.001 per Right at any time
before any person or group becomes an Acquiring Person. If our Board redeems any
Rights, it must redeem all of the Rights. Once the Rights are redeemed, the only
right of the holders of Rights will be to receive the redemption price of $.001
per Right. The redemption price will be adjusted if we have a stock split or
stock dividends with respect to our common stock.
EXCHANGE. After a person or group becomes an Acquiring Person, but before an
Acquiring Person owns 50% or more of our outstanding common stock, our Board may
extinguish the Rights by exchanging one share of common stock or an equivalent
security for each Right, other than Rights held by the Acquiring Person.
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ANTI-DILUTION PROVISIONS. Our Board may adjust the purchase price of the
Preferred Shares, the number of Preferred Shares issuable and the number of
outstanding Rights to prevent dilution that may occur from a stock dividend, a
stock split or a reclassification of the Preferred Shares or common stock. No
adjustments to the purchase price of the Preferred Shares of less than 1% will
be made.
AMENDMENTS. The terms of the Rights Agreement may be amended by our Board
without the consent of the holders of the Rights. After a person or group
becomes an Acquiring Person, our Board may not amend the agreement in a way that
adversely affects holders of the Rights.
The Rights Agreement specifying the terms of the Rights is attached to this
filing as exhibits and are incorporated herein by reference. The foregoing
description of the Rights is qualified in its entirety by reference to the
complete Rights Agreement.
Item 2. EXHIBITS.
4.1 Rights Agreement, dated as of August 4, 2000, between Hercules
Incorporate and ChaseMellon Shareholder Services, L.L.C. (as
Rights Agent), which includes the form of Certificate of
Designations for the Series A Junior Participating Preferred
Stock as Exhibit A, the form of Right Certificate as Exhibit B
and the Summary of Rights to Purchase Preferred Shares as
Exhibit C.
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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, thereunto duly authorized.
Dated: August 10, 2000
HERCULES INCORPORATED
By: /s/Israel J. Floyd
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Israel J. Floyd
Executive Vice President,
Secretary and General Counsel
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EXHIBIT LIST
4.1 Rights Agreement, dated as of August 4, 2000, between Hercules
Incorporate and ChaseMellon Shareholder Services, L.L.C. (as
Rights Agent), which includes the form of Certificate of
Designations for the Series A Junior Participating Preferred
Stock as Exhibit A, the form of Right Certificate as Exhibit B
and the Summary of Rights to Purchase Preferred Shares as
Exhibit C.
