<PAGE> 1
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
JULY 28, 1995
Date of report (Date of earliest event reported)
SCHAWK, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
1-9335 36-2545354
(Commission File Number) (I.R.S. Employer Identification Number)
1695 RIVER ROAD
DES PLAINES, ILLINOIS 60018
(Address of principal executive office) (Zip Code)
708/827-9494
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
PAGE 1 OF 7 PAGES.
<PAGE> 2
ITEM 5. OTHER EVENTS.
The Registrant hereby amends in its entirety Item 1, "Description of
Registrant's Securities to be Registered" of Registrant's Form 8-A filed on
November 21, 1986 as follows:
The Company's authorized capital stock consists of 40,000,000 shares
of Class A Common Stock, par value $0.008 per share (the "Class A Common
Stock"); 200,000 shares of Class B Common Stock, par value $0.05 per share (the
"Class B Common Stock"); and 1,000,000 shares of preferred stock, par value
$0.01 per share (the "Preferred Stock"), of which 22,000 shares are designated
as Series A Preferred Stock and 5,207 shares are designated as Series B
Preferred Stock. The Class A Common Stock and the Class B Common Stock are
sometimes collectively referred to as the "Common Stock." The Class A Common
Stock is listed for trading on the New York Stock Exchange under the symbol
"SGK." Shares of Class B Common Stock are held solely by employees of the
Company who are Puerto Rico residents. The following summary description of
the capital stock of the Company does not purport to be complete and is
qualified in its entirety by reference to the Company's Amended Certificate of
Incorporation.
COMMON STOCK
Voting Rights. Each share of Class A Common Stock is entitled to one
vote per share on all matters submitted to a vote of the stockholders. Shares
of Class B Common Stock are not entitled to vote on any matter submitted to a
vote of the stockholders.
Dividends. Subject to the rights of holders of Preferred Stock and
subject to any other provisions of the Company's Amended Certificate of
Incorporation, holders of Class A Common Stock and Class B Common Stock are
entitled to receive such dividends and other distributions in cash, property or
shares of stock of the Company as may be declared from time to time by the
Board of Directors in its discretion from any assets of the Company legally
available therefor. Dividends are declared and paid separately on shares of
Class A Common Stock and Class B Common Stock.
Convertibility. Shares of Class A Common Stock are not convertible
into shares of Class B Common Stock and shares of Class B Common Stock are not
convertible into shares of Class A Common Stock.
Liquidation Rights. Upon the liquidation, dissolution or winding up
of the Company, the holders of Class A Common Stock and Class B Common Stock
are entitled to receive ratably the net assets of the Company available after
the payment of all debts and other liabilities and subject to the prior rights
of any outstanding Preferred Stock, until the holders of Class B Common Stock
have received distributions (maximum amount of $10,000) equal to the par value
of their shares. Thereafter all distributions shall be made for the benefit of
the holders of Class A Common Stock.
Other Provisions. Neither class of Common Stock has preemptive
rights to subscribe to any additional securities that the Company may issue,
and there are no redemption provisions or sinking fund provisions applicable to
the Class A Common Stock or Class B Common Stock nor is either class subject to
calls or assessments by the Company.
PREFERRED STOCK
The Board of Directors has the authority, without further action by
the stockholders, to issue up to 1,000,000 shares of Preferred Stock in one or
more series and to fix the rights, preferences, privileges and restrictions
granted to or imposed upon any unissued shares of Preferred Stock and to fix
the number
2
<PAGE> 3
of shares constituting any series and the designations of such series.
Currently, two series - Series A Preferred Stock and Series B Preferred Stock -
have been designated by the Board.
SERIES A PREFERRED STOCK
The Company's Board of Directors authorized and the Company has issued
22,000 shares of newly designated Series A Preferred Stock, $0.01 par value
(the "Series A Preferred Stock"). The terms and conditions of the Series A
Preferred Stock are set forth in the Certificate of Designation of Series A
Preferred Stock adopted by the Company's Board of Directors and filed with the
Secretary of State of the State of Delaware in December 1994.
Voting Rights. So long as any shares of the Series A Preferred Stock
shall remain outstanding, the Company will not, without the affirmative vote of
the holders of at least 50.1% of the outstanding shares of Series A Preferred
Stock, (i) create any class or classes of stock ranking prior to or on a parity
with the Series A Preferred Stock either as to dividends or upon liquidation,
(ii) amend, alter or repeal any of the provisions of the Company's Amended
Certificate of Incorporation or the Company's By-Laws in any manner adverse to
the holders of shares of Series A Preferred Stock, or (iii) liquidate, wind up
or dissolve itself, or convey, sell, assign, transfer or otherwise dispose of,
all or substantially all of its assets. Except for the voting powers set forth
in the immediately preceding sentence or as otherwise provided by law, voting
power shall be vested exclusively in the common stock of the Company (other
than Class B Common Stock).
Liquidation Rights. In the event of any liquidation, dissolution or
winding up of the Company, whether voluntary or involuntary, the holders of
shares of Series A Preferred Stock then outstanding shall be entitled to be
paid out of the assets of the Company available for distribution to its
stockholders, whether such assets are capital, surplus or earnings, before any
payment or declaration and setting apart for payment of any amount shall be
made in respect of any shares of common stock or any share of any other class
or share of the Company's preferred stock ranking junior to the Series A
Preferred Stock with respect to the payment of dividends or distribution of
assets on liquidation, dissolution or winding up of the Company, an amount
equal to $1,000 per share plus all accumulated and unpaid dividends.
Dividends. Dividends shall accrue on each share of Series A Preferred
Stock at the rate of 5.0% (or $50) per annum and are payable quarterly.
Mandatory Redemptions. On December 31, 2004, the Company shall redeem
all outstanding shares of Series A Preferred Stock by issuing or paying to the
holder of each outstanding share of Series A Preferred Stock with respect to
each such share either, in the sole discretion of the Board, (x) that number of
shares of Class A Common Stock equal to the sum (the "Mandatory Call Price") of
$1,000 plus an amount equal to all accumulated and unpaid dividends per share
divided by $13.80 or (y) cash in the amount of the Fair Market Value (as
defined below), as of December 31, 2004, of the number of shares of Class A
Common Stock determined pursuant to clause (x).
"Fair Market Value" shall mean the average of the closing prices as of
the close of business for the ten trading days prior to an Optional Call Date
(as defined below) or the Mandatory Call Date, as applicable, for Class A
Common Stock (as reported by the New York Stock Exchange ("NYSE") or if Class A
Common Stock is not then traded on the NYSE, then on the national exchange on
which the Class A Common Stock is then traded).
Optional Redemption. The Company may, at the option of the Board, on
any December 31, beginning on December 31, 1995 and ending on December 31, 2003
(each, an "Optional Call Date"), redeem a portion of the outstanding shares of
Series A Preferred Stock by issuing or paying to the holder of each outstanding
share of Series A Preferred Stock subject to the optional call with respect to
each
3
<PAGE> 4
such share either, in the sole discretion of the Board, (x) that number of
shares of Class A Common Stock equal to the sum (the "Optional Call Price") of
$1,000 plus an amount equal to all accumulative and unpaid dividends per share
(including a pro rated quarterly dividend from the last Dividend Payment Date
to the applicable Optional Call Date) divided by $13.80 or (y) cash in the
amount of the Fair Market Value, as of the applicable Optional Call Date, of
the number of shares of Class A Common Stock determined pursuant to clause (x).
The maximum cumulated percentage of shares of Series A Preferred Stock callable
on any Optional Call Date shall equal the percentage of the total Series A
Preferred Stock originally issued set forth opposite such Optional Call Date in
the following schedule reduced by the percentage of shares of Series A
Preferred Stock that were previously redeemed by the Company:
<TABLE>
<CAPTION>
MAXIMUM CUMULATIVE
PERCENTAGE OF
SHARES OF SERIES A
PREFERRED STOCK
ELIGIBLE TO BE
OPTIONAL CALL DATE CALLED
------------------ ------------------
<S> <C>
December 31, 1995 . . . . . . . . . . . . . . . . . . . . 10%
December 31, 1996 . . . . . . . . . . . . . . . . . . . . 20
December 31, 1997 . . . . . . . . . . . . . . . . . . . . 30
December 31, 1998 . . . . . . . . . . . . . . . . . . . . 40
December 31, 1999 . . . . . . . . . . . . . . . . . . . . 50
December 31, 2000 . . . . . . . . . . . . . . . . . . . . 60
December 31, 2001 . . . . . . . . . . . . . . . . . . . . 70
December 31, 2002 . . . . . . . . . . . . . . . . . . . . 80
December 31, 2003 . . . . . . . . . . . . . . . . . . . . 90
</TABLE>
Other Provisions. The Series A Preferred Stock has no preemptive
rights to subscribe to any additional securities that the Company may issue.
SERIES B PREFERRED STOCK
The Company's Board of Directors authorized and the Company has issued
5,207 shares of Series B Preferred Stock, $0.01 par value (the "Series B
Preferred Stock"). The terms and conditions of the Series B Preferred Stock
are set forth in the Certificate of Designation of Series B Preferred Stock
adopted by the Company's Board of Directors and filed with the Secretary of
State of the State of Delaware in December 1994.
Voting Rights. So long as any shares of the Series B Preferred Stock
shall remain outstanding, the Company will not, without the affirmative vote of
the holders of at least 50.1% of the outstanding shares of Series B Preferred
Stock, (i) create any class or classes of stock, other than Series A Preferred
Stock, ranking prior to or on a parity with the Series B Preferred Stock either
as to dividends or upon liquidation, (ii) amend, alter or repeal any of the
provisions of the Certificate of Incorporation or the Company's By-Laws in any
manner adverse to the holders of shares of Series B Preferred Stock, or (iii)
liquidate, wind up or dissolve itself, or convey, sell, assign, transfer or
otherwise dispose of, all or
4
<PAGE> 5
substantially all of its assets. Except for the voting powers set forth in the
immediately preceding sentence or as otherwise provided by law, voting power
shall be vested exclusively in the common stock of the Company (other than
Class B Common Stock).
Liquidation Rights. In the event of any liquidation, dissolution or
winding up of the Company, whether voluntary or involuntary, after all amounts
payable to the holders of Series A Preferred Stock upon any liquidation,
dissolution or winding up of the Company have been paid, the holders of shares
of Series B Preferred Stock then outstanding shall be entitled to be paid out
of the assets of the Company available for distribution to its stockholders,
whether such assets are capital, surplus or earnings, before any payment or
declaration and setting apart for payment of any amount shall be made in
respect of any shares of common stock or any share of any other class or share
of the Company's preferred stock ranking junior to the Series B Preferred Stock
with respect to the payment of dividends or distribution of assets on
liquidation, dissolution or winding up of the Company, an amount equal to
$1,000 per share plus all accumulated and unpaid dividends.
Dividends. Dividends shall be cumulative, accrue on each share of
Series B Preferred Stock at the rate of 5.0% (or $50.00) per annum and are
payable quarterly.
Mandatory Redemptions. On the date of the consummation of any public
offering or private placement of the Company's debt or equity securities the
gross proceeds of which equal or exceed $25 million, the Company shall redeem
all outstanding shares of Series B Preferred Stock by paying to the holder of
each outstanding share of Series B Preferred Stock with respect to each such
share cash in the amount of $1,000 plus an amount equal to all accumulated and
unpaid dividends per share.
On December 31, 1999, the Company shall redeem all outstanding shares
of Series B Preferred Stock by issuing or paying to the holder of each
outstanding share of Series B Preferred Stock with respect to each such share
either, in the sole discretion of the Board, (x) a number of shares of Class A
Common Stock equal to the sum of $1,000 plus an amount equal to all accumulated
and unpaid dividends per share divided by $13.80 or (y) cash in the amount of
the Fair Market Value (as defined below), as of December 31, 1999, of the
number of shares of Class A Common Stock determined pursuant to clause (x).
"Fair Market Value" shall mean the average of the closing prices as of
the close of business, for the ten trading days prior to December 31, 1999, for
Class A Common Stock (as reported by the NYSE or if Class A Common Stock is not
then traded on the NYSE, then on the national exchange on which the Class A
Common Stock is then traded).
Other Provisions. The Series B Preferred Stock has no preemptive
rights to subscribe to any additional securities that the Company may issue.
DELAWARE TAKEOVER STATUTE
The Company is subject to the restrictions imposed by Section 203 of
the Delaware General Corporation Law, as amended ("Section 203"). Section 203
provides that, subject to certain exceptions specified therein, an "interested
stockholder" of a Delaware corporation shall not engage in any business
combination, including mergers or consolidations or acquisitions of additional
shares of the corporation with the corporation for a three-year period
following the date that such stockholder becomes an "interested stockholder"
unless (i) prior to such date, the board of directors of the corporation
approved either the business combination or the transaction which resulted in
the stockholder becoming an "interested stockholder," (ii) upon consummation of
the transaction which resulted in the stockholder becoming a "interested
stockholder," the interested stockholder owned at least 85% of the voting stock
of the corporation outstanding at the time the transaction commenced (excluding
certain shares), or (iii) on or
5
<PAGE> 6
subsequent to such date, the business combination is approved by the board of
directors of the corporation and authorized at an annual or special meeting of
stockholders by the affirmative vote of at least 66 2/3% of the outstanding
voting stock which is not owned by the "interested stockholder." Except as
otherwise specified in Section 203, an "interested stockholder" is defined to
include (x) any person that is the owner of 15% or more of the outstanding
voting stock of the corporation, or is an affiliate or associate of the
corporation and was the owner of 15% or more of the outstanding voting stock of
the corporation at any time within three years immediately prior to the
relevant date and (y) the affiliates and associates of any such person.
These provisions could have the effect of delaying, deferring or
preventing a change of control of the Company. The Company's stockholders, by
adopting an amendment to its amended Certificate of Incorporation or By-laws,
may elect not to be governed by Section 203, effective twelve months after
adoption.
LIMITATION OF DIRECTOR LIABILITY AND INDEMNIFICATION
The Company's Amended Certificate of Incorporation contains a
provision that limits the liability of its directors for breaches of their
fiduciary duties as directors to the full extent permitted by the Delaware
General Corporation Law. As a result, directors will not be liable, in certain
circumstances, to the Company or its stockholders for monetary damages arising
from a breach of their fiduciary duties as directors. Such limitation does
not, however, affect the liability of a director: (i) for any transaction from
which the director derives an improper personal benefit, (ii) for acts or
omissions not in good faith or that involve intentional misconduct or a knowing
violation of law, (iii) for improper payment of dividends or redemption of
shares, or (iv) for any breach of the director's duty of loyalty to the Company
or its stockholders. The amended Certificate of Incorporation provides that
the Company shall indemnify its officers and directors to the fullest extent
permitted by applicable law.
TRANSFER AGENT AND REGISTRAR
First Chicago Trust Company of New York serves as the transfer agent
for the Class A Common Stock.
6
<PAGE> 7
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.
FILTERTEK, INC.
Date: July 28, 1995 By: /s/ Marie Meisenbach Graul
----------------------- -----------------------------------
Marie Meisenbach Graul
Chief Financial Officer, Treasurer
and Public Information Officer
7
