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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported) November 30, 1999
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BI Incorporated
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(Exact name of registrant as specified in its charter)
Colorado 0-12410 84-0769926
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(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
6400 Lookout Road, Boulder, Colorado 80301
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (303) 218-1000
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(Former name or former address, if changed since last report.)
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Item 5. Other Events
On November 30, 1999, the Board of Directors of BI Incorporation authorized
and declared, effective December 1, 1999, a dividend distribution of one Right
for each outstanding share of the Company's Common Stock to stockholders of
record at the close of business on December 15, 1999. Each Right entitles the
registered holder to purchase from the Company one share of Common Stock at a
Purchase Price of $50.00 per share, subject to adjustment. The Company has 75
million shares of Common Stock authorized and approximately 7.9 million shares
outstanding. The description and terms of the Rights are set forth in a Rights
Stock Agreement between the Company and American Securities Transfer & Trust,
Inc., as Rights Agent.
Initially, the Rights will be attached to all Common Stock certificates
representing shares then outstanding, and no separate Rights Certificates will
be distributed. The Rights will separate from the Common Stock upon the earlier
of ten business days following a public announcement that a person (an
"Acquiring Person") has acquired, or obtained the right to acquire, beneficial
ownership of 15% or more of the outstanding shares of Common Stock (the "Stock
Acquisition Date"), or ten business days (or such later date as the Board of
Directors shall determine) following the commencement of a tender or exchange
offer that would result in a person or group beneficially owning 15% or more of
such outstanding shares of Common Stock. The date the Rights separate is
referred to as the "Distribution Date."
Until the Distribution Date, (i) the Rights will be evidenced by the Common
Stock certificates and will be transferred with and only with such Common Stock
certificates, (ii) new Common Stock certificates issued after December 15, 1999
will contain a notation incorporating the Rights Agreement by reference, and
(iii) the surrender for transfer of any certificates for Common Stock
outstanding will also constitute the transfer of the Rights associated with the
Common Stock represented by such certificates. Pursuant to the Rights Agreement,
the Company reserves the right to require prior to the occurrence of a
Triggering Event (as defined below) that, upon any exercise of Rights, a number
of Rights be exercised so that only whole shares of Common Stock will be issued.
The Rights are not exercisable until the Distribution Date and will expire
at the close of business on December 1, 2009, unless earlier redeemed by the
Company as described below. As soon as practicable after the Distribution Date,
Rights Certificates will be mailed to holders of record of the Common Stock as
of the close of business on the Distribution Date and, thereafter, the separate
Rights Certificates will represent the Rights. Except in connection with shares
of Common Stock issued or sold pursuant to the exercise of stock options under
any employee plan or arrangements, or upon the exercise, conversion or exchange
of securities hereafter issued by the Company, or as otherwise determined by the
Board of Directors, only shares of Common Stock issued prior to the Distribution
Date will be issued with Rights.
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In the event that (i) the Company is the surviving corporation in a merger
or other business combination with an Acquiring Person (or any associate or
affiliate thereof) and its Common Stock remains outstanding and unchanged, (ii)
any person shall acquire beneficial ownership of more than 15% of the
outstanding shares of Common Stock (except pursuant to (A) certain
consolidations or mergers involving the Company or sales or transfers of the
combined assets, cash flow or earning power of the Company and its subsidiaries
or (B) an offer for all outstanding shares of Common Stock at a price and upon
terms and conditions which the Board of Directors determines to be in the best
interests of the Company and its stockholders), or (iii) there occurs a
reclassification of securities, a recapitalization of the Company or any of
certain business combinations or other transactions (other than certain
consolidations and mergers involving the Company and sales or transfers of the
combined assets, cash flow or earning power of the Company and its subsidiaries)
involving the Company or any of its subsidiaries which has the effect of
increasing by more than 1% the proportionate share of any class of the
outstanding equity securities of the Company or any of its subsidiaries
beneficially owned by an Acquiring Person (or any associate or affiliate
thereof), each holder of a Right (other than the Acquiring Person and certain
related parties) will thereafter have the right to receive, upon exercise,
Common Stock (or, in certain circumstances, cash, property or other securities
of the Company) having a value equal to two times the Purchase Price of the
Right. Notwithstanding any of the foregoing, following the occurrence of any of
the events described in this paragraph, all Rights that are, or (under certain
circumstances specified in the Rights Agreement) were, beneficially owned by any
Acquiring Person will be null and void. The events described in this paragraph
are referred to as "Flip-in Events."
For example, at a Purchase Price of $50.00 per Right, each Right not owned
by an Acquiring Person (or by certain related parties or transferees) following
an event set forth in the preceding paragraph would entitle its holder to
purchase $100.00 worth of Common Stock (or other consideration, as noted above)
for $50.00. Assuming that the Common Stock had a per share market price of
$10.00 at such time, the holder of each valid Right would be entitled to
purchase ten shares of Common Stock for $50.00.
In the event that, at any time following the Stock Acquisition Date, (i)
the Company shall enter into a merger or other business combination transaction
in which the Company is not the surviving corporation, (ii) the Company is the
surviving corporation in a consolidation, merger or similar transaction pursuant
to which all or part of the outstanding shares of Common Stock are changed into
or exchanged for stock or other securities of any other person or cash or any
other property or (iii) more than 50% of the combined assets, cash flow or
earning power of the Company and its subsidiaries is sold or transferred (in
each case other than certain consolidations with, mergers with and into, or
sales of assets, cash flow or earning power by or to subsidiaries of the Company
as specified in the Rights Agreement), each holder of a Right (except Rights
which previously have been voided as set forth above) shall thereafter have the
right to receive, upon exercise, common stock of the acquiring company having a
value equal to two times the Purchase Price of the Right. The events described
in this paragraph are referred
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to as "Flip-over Events." Flip-in Events and Flip-over Events are referred to
collectively as "Triggering Events."
The Purchase Price payable, the number and kind of shares covered by each
Right and the number of Rights outstanding 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) if
holders of the Common Stock are granted certain rights, options or warrants to
subscribe for Common Stock or securities convertible into Common Stock at less
than the current market price of the Common Stock, or (iii) upon the
distribution to holders of the Common Stock of evidences of indebtedness, cash
(excluding regular quarterly cash dividends), assets (other than dividends
payable in Common Stock) or subscription rights or warrants (other than those
referred to in (ii) immediately above).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price. No fractional shares of Common Stock are required to be issued and, in
lieu thereof, the Company may make an adjustment in cash based on the market
price of the Common Stock on the trading date immediately prior to the date of
exercise.
At any time after any person or group becomes an Acquiring Person and prior
to the acquisition by such person or group of 50% or more of the outstanding
shares of Common Stock, the Board of Directors of the Company may, without
payment of the Purchase Price by the holder, exchange the Rights (other than
Rights owned by such person or group, which will become void), in whole or in
part, for shares of Common Stock at an exchange ratio of one-half (1/2) the
number of shares of Common Stock for which a Right is exercisable immediately
prior to the time of the Company's decision to exchange the Rights (subject to
adjustment).
At any time until the Stock Acquisition Date, the Company may redeem the
Rights in whole, but not in part, at a price of $0.001 per Right (payable in
cash, shares of Common Stock or other consideration deemed appropriate by the
Board of Directors). Immediately upon the action of the Board of Directors
ordering redemption of the Rights, the Rights will terminate and the only right
of the holders of Rights will be to receive the $0.001 redemption price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be taxable to stockholders or to the Company, stockholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable for Common Stock (or other consideration) of the Company or for
common stock of an acquiring company as set forth above or in the event that the
Rights are redeemed.
Other than those provisions relating to the principal economic terms of the
Rights, any of the provisions of the Rights Agreement may be amended by the
Board of
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Directors of the Company at any time during the period in which the Rights are
redeemable. At any time when the Rights are no longer redeemable, the provisions
of the Rights Agreement may be amended by the Board only if such amendment does
not adversely affect the interest of holders of Rights (excluding the interest
of any Acquiring Person); provided, however, that no amendment may cause the
Rights again to become redeemable.
A copy of the Rights Agreement specifying the terms of the Rights,
including as Exhibit 2 thereto the form of Rights Certificate, and the Company's
press release announcing the declaration of the Rights are filed herewith as
Exhibits and are incorporated herein by reference. Copies of the Rights
Agreement are also available free of charge from the Rights Agent. The foregoing
description of the Rights does not purport to be complete and is qualified in
its entirety by reference to the Rights Agreement.
Item 7. Financial Statement and Exhibits.
The following Exhibits are filed as part of this report:
Exhibit No. Description of Exhibit
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4 Rights Agreement, dated as of December 1, 1999, by and
between BI Incorporated and American Securities Transfer &
Trust, Inc., as Rights Agent, including exhibits thereto,
filed as an exhibit to the Company's Registration Statement
on Form 8-A filed on the same date this Current Report on
Form 8-K is being filed, which exhibit is hereby
incorporated by reference.
99 Press Release dated December 1, 1999.
Signatures
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 hereunto duly authorized.
BI Incorporated.
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(Registrant)
December 3, 1999 By /s/ Jacqueline Chamberlin
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(Date) (Signature)
Jacqueline Chamberlin
Chief Financial Officer
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EXHIBIT 99
News Bulletin BI Incorporated
From: 6400 Lookout Road
The Financial Relations Board Boulder, CO 80301
BSMG Worldwide Web Site: http://www.bi.com
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Nasdaq: BIAC
At the Company: At FRB:
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Jackie Chamberlin Tony Ebersole
Chief Financial Officer (312) 640-6728
(303) 218-1000 [email protected]
At SunTrust Equitable
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Chuck Byrge
(615) 780-4159
FOR IMMEDIATE RELEASE
TUESDAY, NOVEMBER 30, 1999
BI INCORPORATED RETAINS SUNTRUST EQUITABLE
ADOPTS SHAREHOLDER RIGHTS PLAN
BOULDER, COLORADO, November 30, 1999 -- BI Incorporated (Nasdaq: BIAC), the
leading provider of integrated technology systems and treatment services for
community-based corrections, announced today that it has retained SunTrust
Equitable Securities to evaluate financial and strategic alternatives to enhance
shareholder value. Among the alternatives being explored are joint ventures,
mergers, acquisitions and strategic alliances.
Dave Hunter, Chief Executive Officer commented, "The Board of Directors of BI
has directed the officers of the Company to explore financial and business
strategies with a view to enhancing shareholder value. Opportunities in the
criminal justice and public safety sectors are strong and we believe BI's market
leadership position in the industry is not currently reflected in the Company's
valuation."
Hunter went on to explain that the Company's five year strategy calls for the
substantial expansion of its Electronic Monitoring and Community Correctional
Services businesses. "BI is looking to associate with a compatible partner who
shares BI's vision of the future," Hunter said.
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Over the past seventeen years, BI has built a reputation for innovation in
technology and programs directed toward community-based offenders at the
federal, state and local government levels throughout the United States. The
Company's culture and the success it has enjoyed are premised upon high quality
relationships with its employees and customers. "It is the Company's desire,"
Hunter stated, "to see this level of commitment continued as we achieve a much
larger corporate impact on the corrections problems faced by the nation."
BI also announced that concurrently its Board of Directors has adopted a
Stockholder Rights Plan (the "Plan"). Mr. Hunter noted "The Plan is similar to
those of other public companies and assures that BI's desire to enhance
shareholder value by means of a careful consideration of strategic alternatives
is done rationally. The Plan is designed to provide the Company ample time to
consider fair and compatible offers from parties interested in pursuing
constructive strategic paths with the Company. The Plan also optimizes the
probability of fair compensation for all the shareholders by encouraging
interested parties to negotiate with the Board of Directors."
The Plan creates a dividend of one right for each outstanding share of the
Company's Common Stock. These rights are represented by the Company's Common
Stock. There are no separate certificates or market for the rights.
The rights will not become exercisable or trade separately from the Common Stock
unless one or both of the following conditions are met: a public announcement
that a person has acquired 15% or more of the Common Stock, or a tender or
exchange offer is made for 15% or more of the Common Stock. Under certain
circumstances described in the Plan, the rights entitle the holders to buy the
Company's stock at a 50% discount.
The distribution of the rights will be made to stockholders of record as of
December 10, 1999. Stockholders of record will receive a separate mailing
describing the Plan and a copy of the Plan containing all the provisions of the
new rights will be filed with the Securities and Exchange Commission with a
report on Form 8K by December 6, 1999.
BI Incorporated is headquartered in Boulder, Colorado and provides electronic
monitoring equipment and community correctional services to the criminal justice
market worldwide. For the fiscal year ended 6/30/99, revenue rose 17% to $68.4
million. Net income from continuing operations rose 39% to $4.2 million.
Certain information above contains forward-looking statements that involve risk
and uncertainties. Management believes that its expectations are based on
reasonable assumptions. However, no assurances can be given that its goals will
be achieved. It should be noted that the earnings history of the Company has not
been consistent year to year. Factors that could cause actual results to differ
materially include, but are not limited to: fluctuations due to timing of award
of government contracts; pricing pressures; change in federal, state and local
regulations; liability in excess of insurance coverage; new product
introductions by competitors or unexpected delays of new product
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introductions by the Company; raw material availability; changes in
telecommunications regulations or technologies; the loss of a material contract
through lack of appropriations or otherwise; or the inability of the Company or
others upon which it depends to adequately address and correct problems
resulting from "year 2000" issues.
For more information on BI Incorporated via facsimile at no cost,
simply dial 1-800-PRO-INFO and enter the Company symbol BIAC,
or visit BI's web site at www.bi.com
