<PAGE>
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
Date of Report (Date of earliest event reported): July 17, 2000
APW LTD.
(Exact name of Registrant as specified in its charter)
Bermuda 1-15851 04-2576375
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
N22 W23685 Ridgeview Parkway West
Waukesha, Wisconsin 53188-1013
Mailing address: P.O. Box 325, Milwaukee, Wisconsin 53201
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (262) 523-7600
<PAGE>
Item 5. Other Events.
A. APW Ltd.'s Adoption of the Shareholder Rights Plan
At the APW Ltd. Board meeting on July 17, 2000, the Board adopted a
Shareholder Rights Plan.
The Board of Directors of APW declared a dividend of one preferred
share purchase right (a "Right") for each outstanding share of Common Stock on
July 21, 2000. Each Right entitles the registered holder to purchase from the
Company one one-ten thousands of a share of Series A Junior Participating
Preferred Stock, par value $.01 per share (the "Preferred Shares"), of the
Company at a price of $225.00 per one one-ten thousands of a Preferred Share
(the "Purchase Price"), subject to adjustment. The description and terms of the
Rights are set forth in a Rights Agreement (the "Rights Agreement") between the
Company and Firstar Bank N.A., as Rights Agent (the "Rights Agent").
TRIGGERING EVENTS
Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons (subject
to certain exceptions) (an "Acquiring Person") have acquired beneficial
ownership of 15% or more of the outstanding Common Stock or (ii) 10 business
days (or such later date as may be determined by action of the Board of
Directors prior to such time as any Person becomes an Acquiring Person)
following the commencement of, or announcement of an intention to make, a tender
offer or exchange offer the consummation of which would result in the beneficial
ownership by a person or group of 15% or more of such outstanding Common Stock
(the earlier of such dates being called the "Distribution Date"), the Rights
will be evidenced, with respect to any of the Common Share certificates
outstanding as of the Record Date, by such Common Share certificates with a copy
of this Summary of Rights attached thereto.
The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with and only with the Common Stock. Until the
Distribution Date (or earlier redemption or expiration of the Rights), new
Common Share certificates issued after the Record Date, upon transfer or new
issuance of Common Stock will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender for transfer of any certificates for
Common Stock, outstanding as of the Record Date, even without such notation or a
copy of this Summary of Rights being attached thereto, will also constitute the
transfer of the Rights associated with the Common Stock represented by such
certificate. As
<PAGE>
soon as practicable following the Distribution Date, separate certificates
evidencing the Rights ("Right Certificates") will be mailed to holders of record
of the Common Stock as of the close of business on the Distribution Date and
such separate Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on July 17, 2010 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are earlier redeemed by the
Company, in each case, as described below.
Adjustment Provisions
The Purchase Price payable, and the number of Preferred Shares 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 Preferred
Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights
or warrants to subscribe for or purchase Preferred Shares at a price, or
securities convertible into Preferred Shares with a conversion price, less than
the then current market price of the Preferred Shares or (iii) upon the
distribution to holders of the Preferred Shares of evidences of indebtedness or
assets (excluding regular periodic cash dividends paid out of earnings or
retained earnings or dividends payable in Preferred Shares) or of subscription
rights or warrants (other than those referred to above).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% of
such Purchase Price. No fractional Preferred Shares will be issued (other than
fractions which are integral multiples of one one-ten thousands of a Preferred
Share, which may, at the election of the Company, be evidenced by depositary
receipts) and in lieu thereof, an adjustment in cash will be made based on the
market price of the Preferred Shares on the last trading day prior to the date
of exercise.
The number of outstanding Rights and the number of one one-ten
thousands of a Preferred Share 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 Distribution Date.
Dividends, Liquidation and Voting
<PAGE>
Preferred Shares purchasable upon exercise of the Rights are not
redeemable. Each Preferred Share will be entitled to a minimum preferential
quarterly dividend payment of $1 per share but will be entitled to an aggregate
dividend of 10,000 times the dividend declared per Common Share. In the event of
liquidation, the holders of the Preferred Shares will be entitled to a minimum
preferential liquidation payment of $100 per share plus an amount equal to
accrued and unpaid dividends thereon but will be entitled to an aggregate
payment of 10,000 times the payment made per Common Share. Each Preferred Share
will have 10,000 votes, voting together with the Common Stock. Finally, in the
event of any merger, consolidation or other transaction in which Common Stock
are exchanged, each Preferred Share will be entitled to receive 10,000 times the
amount received per Common Share. These rights are protected by customary
antidilution provisions.
Because of the nature of the Preferred Shares' dividend, liquidation
and voting rights, the value of the one one-ten thousands interest in a
Preferred Share purchasable upon exercise of each Right hold approximate the
value of one Common Share.
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.
Flip-Over Provision
In the event that (i) any person becomes an Acquiring Person or (ii)
during such time as there is an Acquiring Person, there shall be a
reclassification of securities or a recapitalization or reorganization of the
Company or other transaction or series of transactions involving the Company
which has the effect of increasing by more than 1% the proportionate share of
the outstanding shares of any class of equity securities of the Company or any
of its subsidiaries beneficially owned by the Acquiring Person, proper provision
shall be made so that each holder of a Right, other than Rights beneficially
owned by the Acquiring Person (which will thereafter be void), will thereafter
have the right to receive upon exercise that number of Common Stock having a
market value of two times the exercise price of the Right. In the event that,
after a person or a group has become an Acquiring Person, the Company is
acquired in a merger or other business combination transaction or 50% or more of
its consolidated assets or earning power are sold or transferred (subject to
certain exceptions), proper provision will be made so that each holder of a
Right will thereafter have the right to receive, upon the exercise thereof at
the then current exercise price of the Right, that number of shares of Class A
common stock of the acquiring company
<PAGE>
which at the time of such transaction will have a market value of two times the
exercise price of the Right.
At any time after the acquisition by a person or group of affiliated
or associated persons of beneficial ownership of 15% or more of the outstanding
Common Stock and prior to the acquisition by such person or group of 50% or more
of the outstanding Common Stock, the Board of Directors of the Company may
exchange the Rights (other than Rights owned by such person or group which have
become void), in whole or in part, at an exchange ratio of one Common Share per
Right (subject to adjustment).
Redemption Provisions
At any time prior to the acquisition by a person or group of
affiliated or associated persons of beneficial ownership of 15% or more of the
outstanding Common Stock, the Board of Directors of the Company may redeem the
Rights in whole, but not in part, at a price of $0.0001 per Right (the
"Redemption Price"). The redemption of the Rights may be made effective at such
time on such basis and with such conditions as the Board of Directors in its
sole discretion may establish. Immediately upon any redemption of the Rights,
the right to exercise the Rights will terminate and the only right of the
holders of Rights will be to receive the Redemption Price.
Amendment Provisions
The terms of the Rights may be amended by the Board of Directors of
the Company without the consent of the holders of the Rights.
B. Adoption of Option Plans and Grant of Options
In other actions, the Board approved the APW Ltd. 2000 Stock Option
Plan and the APW Ltd. Outside Directors' Plan in the form attached as exhibits
to the Information Statement and the Company's current shareholder has consented
to the adoption of such Plans.
The Board also approved performance grants to approximately 106
employees of APW Ltd. and its subsidiaries totaling 2,307,000 shares.
Under the terms of this grant these options only become exercisable if
(1) the price of the APW Ltd. common stock reaches $80 per share within three
years of the date of the grant or (2) the employee remains employed seven years
after the date of grant. This grant is designed to incentivize the employees to
increase the
<PAGE>
value of the common stock and completely align shareholders and employees
interests.
The APW Ltd. executives named in the Information Statement received
the following grants: Mr. Sim 750,000, Mr. Albrecht 200,000, Mr. Boel 200,000,
Mr. Lower 60,000 and Mr. Carroll 30,000. The options will be priced based upon
the APW Ltd. Common Stock July 27, 2000 when issued trading price.
Item 7. Financial Statements and Exhibits.
(c) Exhibits:
See Exhibit Index following the Signature page of this report, which
is incorporated herein by reference.
(i) Press release dated July 19, 2000.
<PAGE>
SIGNATURE
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, thereunto duly authorized.
APW LTD.
(Registrant)
Date: July 20, 2000 By: /s/ Richard D. Carroll
------------------------------
Richard D. Carroll
Vice President - Finance
(Acting Principal Financial Officer and duly
authorized to sign on behalf of the
Registrant)
<PAGE>
APW INC.
(the "Registrant")
(Commission File No. 1-15851)
EXHIBIT INDEX
to
FORM 8-K CURRENT REPORT
Dated July 17, 2000
Exhibit Filed
Number Description Herewith
------ ----------- --------
99.1 APW Ltd.
Press Release X
dated July 19, 2000
99.2 APW Ltd.
Press Release
dated July 19, 2000 X
