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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 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
GIGA-TRONICS INCORPORATED
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(Exact Name of Registrant as Specified in Charter)
California 94-2656341
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(State of Incorporation or Organization) (IRS Employer Identification No.)
4650 Norris Canyon Road, San Ramon, California 94583
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(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:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
Rights to Purchase Series A Junior NASDAQ National Market System
Participating Preferred Stock,
par value $1.00 per share
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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GIGA-TRONICS INCORPORATED
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
On October 14, 1998, the Board of Directors of Giga-tronics
Incorporated, a California corporation (the "Company"), authorized and declared
a dividend of one preferred stock purchase right (a "Right") for each share of
common stock, par value $1.00 per share, of the Company (the "Common Shares").
The dividend is payable on November 10, 1998 (the "Record Date") to the holders
of record of outstanding Common Shares as of the close of business on such date.
The following is a brief description of the Rights. It is intended to
provide a general description only and is subject to the detailed terms and
conditions of the Rights Agreement, dated as of November 6, 1998 (the "Rights
Agreement"), by and between the Company and ChaseMellon Shareholder Services,
L.L.C., as Rights Agent (the "Rights Agent").
1. Common Share Certificates Representing Rights
Until the Distribution Date (as defined in Section 2 below), (a) the
Rights shall not be exercisable, (b) the Rights shall be attached to and trade
only together with the Common Shares and (c) the stock certificates representing
Common Shares also shall represent the Rights attached to such Common Shares.
Common Share certificates issued after the Record Date and prior to the
Distribution Date shall contain a notation incorporating the Rights Agreement by
reference.
2. Distribution Date
The "Distribution Date" is the earliest of (a) the tenth business day
following the date of the commencement of, or the announcement of an intention
to make, a tender or exchange offer, the consummation of which would cause any
person to become the beneficial owner of at least 15% of the then outstanding
Common Shares, (b) the tenth business day following the date of public
announcement that any person (other than the Company or an employee benefit plan
of the Company) has become the beneficial owner of at least 15% of the then
outstanding Common Shares (such person is a "15% Stockholder" and the date of
such public announcement is the "15% Ownership Date"), or (c) the first date, on
or after the 15% Ownership Date, upon which the Company is acquired in a merger
or other business combination in which the Company is not the surviving
corporation or upon which more than 50% of the Company's assets are sold. In
calculating the percentage of outstanding Common Shares that are beneficially
owned by any person, such person shall be deemed to beneficially own any Common
Shares issuable upon the exercise, exchange or conversion of any options,
warrants or other securities beneficially owned by such person; provided,
however, that Common Shares issuable upon such exercise shall not be deemed
outstanding for purposes of calculating the percentage of Common Shares
beneficially owned by any other person.
Upon the close of business on the Distribution Date, the Rights shall
separate from the Common Shares, Right certificates shall be issued and the
Rights shall become exercisable to purchase "Preferred Shares" as described in
Section 5 below.
3. Issuance of Right Certificates
As soon as practicable following the Distribution Date, separate
certificates representing only Rights shall be mailed to the holders of record
of Common Shares as of the close of
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business on the Distribution Date, and such separate Right certificates alone
shall represent such Rights from and after the Distribution Date.
4. Expiration of Rights
The Rights shall expire on November 10, 2003 (the "Expiration Date"),
unless earlier redeemed or exchanged, unless the Distribution Date has
previously occurred and the Rights have separated from the Common Shares, in
which case the Rights will remain outstanding for ten years from the
Distribution Date.
5. Exercise of Rights
Unless the Rights have expired or been redeemed or exchanged, they may
be exercised, at the option of the holders, pursuant to subsections (a), (b) or
(c) below. No Right may be exercised more than once or pursuant to more than one
of such subsections. From and after the first event of the type described in
subsections (b) or (c) below, each Right that is beneficially owned by a 15%
Stockholder or that was attached to a Common Share that is subject to an option
beneficially owned by a 15% Stockholder shall be void.
(a) Right to Purchase Preferred Shares. From and after the close of
business on the Distribution Date, each Right (other than a Right that has
become void) shall be exercisable to purchase one one-hundredth of a share of
Series A Junior Participating Preferred Stock, par value $1.00 per share, of the
Company (the "Preferred Shares") at an exercise price of $12.00 per Right (the
"Exercise Price"). Prior to the Distribution Date, the Company may substitute
for all or any portion of the Preferred Shares that would otherwise be issuable
upon exercise of the Rights, cash, assets or other securities having the same
aggregate value as such Preferred Shares. The Preferred Shares are nonredeemable
and, unless otherwise provided in connection with the creation of a subsequent
series of preferred stock, are subordinate to any other series of the Company's
preferred stock whether issued before or after the issuance of the Preferred
Shares. The Preferred Shares may not be issued except upon exercise of Rights.
The holder of a Preferred Share is entitled to receive, as and if declared, the
greater of (i) $1.00 or (ii) 100 times the aggregate per share amount of all
cash dividends and non-cash dividends or other distributions, other than a
dividend payable in Common Shares, declared on the Common Shares. In the event
of liquidation, no distribution shall be made (1) to the holders of shares of
stock junior to the Preferred Shares unless the holders of Preferred Shares
receive $1.00 per share, plus accrued and unpaid dividends and distributions
thereon, provided that the holders of Preferred Shares shall be entitled to
receive an aggregate amount per share equal to 100 times the aggregate amount to
be distributed per share to holders of the Common Shares, or (2) to holders of
shares of stock ranking in parity with the Preferred Shares, except
distributions made ratably on the Preferred Shares and all other such parity
stock in proportion to the total amounts to which the holders of all such shares
are entitled upon liquidation. Each Preferred Share has 100 votes per share on
all matters submitted to a vote of the stockholders of the Company. In the event
of any merger, consolidation or other transaction in which Common Shares are
exchanged, the holder of a Preferred Share shall be entitled to receive 100
times the amount received per Common Share. The rights of the Preferred Shares
as to dividends, voting and liquidation preferences are protected by
antidilution provisions.
(b) Right to Purchase Common Shares. From and after the close of
business on the tenth business day following the 15% Ownership Date, each Right
(other than a Right that has become void) shall be exercisable to purchase, at
the Exercise Price (initially $12.00), Common Shares with an aggregate market
value equal to two times the Exercise Price. If the Company does not have
sufficient Common Shares available for all Rights to be exercised, the Company
shall substitute for all or any portion of the Common Shares that would
otherwise be issuable
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upon the exercise of the Rights, cash, assets or other securities having the
same aggregate value as such Common Shares.
(c) Right to Purchase Common Stock of a Successor Corporation. If, on
or after the 15% Ownership Date, (i) the Company is acquired in a merger or
other business combination in which the Company is not the surviving
corporation, (ii) the Company is the surviving corporation in a merger or other
business combination in which all or part of the outstanding Common Shares are
changed into or exchanged for stock or assets of another person or (iii) 50% or
more of the Company's assets are sold, then each Right (other than a Right that
has become void) shall thereafter be exercisable to purchase, at the Exercise
Price (initially $12.00), shares of common stock of the surviving corporation or
purchaser with an aggregate market value equal to two times the Exercise Price.
6. Adjustments to Prevent Dilution
The Exercise Price, the number of outstanding Rights and the number of
Preferred Shares or Common Shares issuable upon exercise of the Rights are
subject to adjustment from time to time as set forth in the Rights Agreement in
order to prevent dilution. With certain exceptions, no adjustment in the
Exercise Price shall be required until cumulative adjustments require an
adjustment of at least 1%.
7. Cash Paid Instead of Issuing Fractional Securities
No fractional securities shall be issued upon exercise of a Right
(other than fractions of Preferred Shares that are integral multiples of one
one-hundredth of a Preferred Share and that may, at the election of the Company,
be evidenced by depository receipts) and in lieu thereof, a payment in cash
shall be made based on the market price of such securities on the last trading
date prior to the date of exercise.
8. Redemption
At any time prior to the earlier of (a) the tenth business day after
the 15% Ownership Date, (b) the first event of the type giving rise to exercise
rights under Section 5(c) above or (c) the Expiration Date, the Company may, at
its option, redeem the Rights in whole, but not in part, at a price of $.001 per
Right (the "Redemption Price"). Immediately upon such action by the Company (the
date of such action being the "Redemption Date"), the only right of the holders
of Rights thereafter shall be to receive the Redemption Price.
9. Exchange
At any time during the period of 180 days after the 15% Ownership Date,
the Company may, at its option, exchange of all, but not less than all, of the
then outstanding Rights for Common Shares, one one-hundredths of Preferred
Shares, debt securities of the Company, other property or any combination of the
foregoing, which, as of the date of the Company's action, has a current market
price equal to the difference between the Exercise Price and the current market
price of the shares that would otherwise be issuable upon exercise of a Right on
such date (the "Exchange Ratio"). Immediately upon such action by the Company,
the right to exercise Rights shall terminate and the only right of the holders
of Rights thereafter shall be to receive an amount of such securities or other
property equal to the Exchange Ratio.
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10. No Stockholder Rights Prior to Exercise
Until a Right is exercised, the holder thereof, as such, shall have no
rights as a stockholder of the Company (other than rights resulting from such
holder's ownership of Common Shares), including, without limitation, the right
to vote or to receive dividends.
11. Amendment of Rights Agreement
The Board of Directors may, from time to time, without the approval of
any holder of Rights, direct the Company and the Rights Agent to supplement or
amend any provision of the Rights Agreement in any manner, whether or not such
supplement or amendment is adverse to any holder of Rights, and the Company and
the Rights Agent shall so supplement or amend such provision; provided, however,
that from and after the earliest of (a) the 15% Ownership Date, (b) the first
event of the type giving rise to exercise rights under Section 5(c) above, (c)
the Redemption Date or (d) the Expiration Date, the Rights Agreement shall not
be supplemented or amended in any manner that would materially and adversely
affect any holder of outstanding Rights other than a 15% Stockholder or a
surviving person.
Item 2. Exhibits.
4.1. Rights Agreement, dated as of November 6, 1998, by and between
Giga-tronics Incorporated and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent attaching Form of Rights
Certificate (incorporated by reference to the registrant's
current report on From 8-K dated November 6, 1998).
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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, thereto duly authorized.
Date: November 6, 1998 GIGA-TRONICS INCORPORATED
By: /s/George H. Bruns, Jr.
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Name: George H. Bruns, Jr.
Title: Chairman and Chief Executive
Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
1 Rights Agreement, dated as of November 6, 1998, by and between
Giga-tronics Incorporated and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent attaching Form of Rights
Certificate (incorporated by reference to the registrant's
current report on From 8-K dated November 6, 1998).
</TABLE>
