FORM 8-A/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
REPUBLIC SECURITY FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
Florida 59-2335075
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
450 South Australian Avenue, West Palm Beach, Florida 33401
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(Address of principal executive offices) (Zip Code)
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
None
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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), check the following box. [ ]
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), check the following box. [ ]
Securities Act registration statement file number to which this form
relates: (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
Rights to Purchase Series B Preferred Stock
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(Title of class)
Item 1. Description of Registrant's Securities to be Registered.
On March 29, 1995, the Board of Directors of Republic
Security Financial Corporation (the "Company") declared a dividend
distribution of one Right for each outstanding share of Common Stock, $.01
par value ("Common Stock"), of the Company to shareholders of record at the
close of business on April 14, 1995. Each Right entitles the registered
holder to purchase from the Company a unit consisting of one one-hundredth
of a share (a "Unit") of the Series B Junior Participating Preferred
Shares, par value $.01 per share, of the Company (the "Preferred Shares"),
or a combination of securities and assets of equivalent value, at a
purchase price of $18 per Unit, subject to adjustment. The description and
terms of the Rights are set forth in the Rights Agreement (the "Rights
Agreement"), dated as of April 14, 1995, between the Company and IBJ
Schroder Bank & Trust Company, as Rights Agent.
Initially, ownership of the Rights will be evidenced by the
Common Stock certificates representing shares then outstanding, and no
separate Rights Certificates will be distributed. The Rights will separate
from the Common Stock and a Distribution Date will occur upon the earlier
of (i) 10 days following a public announcement that a person or group of
affiliated or associated persons (an "Acquiring Person") has acquired, or
obtained the right to acquire, beneficial ownership of 20% or more of the
outstanding Common Stock (the "Stock Acquisition Date"), or (ii) the close
of business on such date as may be fixed by the Board of Directors, which
date shall not be more than 65 days following the commencement of a tender
offer or exchange offer that would result in a person or group beneficially
owning 30% or more of the outstanding Common Stock. Until the Distribution
Date, the Rights will be evidenced by the Common Stock certificates and
will be transferred with and only with such Common Stock certificates.
The Rights are not exercisable until the Distribution Date
and will expire at the close of business on April 14, 2005, unless earlier
redeemed by the Company as described below or unless a transaction under
Section 13(d) of the Rights Agreement has occurred.
Except in the circumstances described below, after the
Distribution Date each Right will be exercisable for one one-hundredth of a
Preferred Share (a "Preferred Share Fraction"). Each Preferred Share
Fraction carries voting and dividend rights that are intended to produce
the equivalent of one share of Common Stock. The voting and dividend rights
of the Preferred Shares are subject to adjustment in the event of
dividends, subdivisions and combinations with respect to the Common Stock
of the Company. In lieu of issuing certificates for Preferred Share
Fractions which are less than an integral multiple of one Preferred Share
(i.e., 100 Preferred Share Fractions), the Company may pay cash
representing the current market value of the Preferred Share Fractions.
In the event that at any time following the Stock
Acquisition Date, (i) the Company is the surviving corporation in a merger
with an Acquiring Person and its Common Stock remains outstanding, (ii) a
Person becomes the beneficial owner of more than 25% of the then
outstanding shares of Common Stock other than pursuant to a tender offer
that provides fair value to all shareholders, (iii) an Acquiring Person
engages in one or more "self-dealing" transactions as set forth in the
Rights Agreement, or (iv) during such time as there is an Acquiring Person
an event occurs that results in such Acquiring Person's ownership interest
being increased by more than 1% (e.g., a reverse stock split), each holder
of a Right 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 time the exercise price of the
Right. In lieu of requiring payment of the purchase price upon exercise of
the Rights following any such event, the Company may permit the holders
simply to surrender the Rights, in which event they will be entitled to
receive Common Stock (and other property, as the case may be) with a value
of 50% of what could be purchased by payment of the full purchase price.
Notwithstanding any of the foregoing, following the occurrence of any of
the events set forth in clauses (i), (ii), (iii) or (iv) of this paragraph,
all Rights that are, or (under certain circumstances specified in the
Rights Agreement) were, beneficially owned by any Acquiring Person who was
involved in the transaction giving rise to any such event will be null and
void. However, Rights are not exercisable following the occurrence of any
of the events set forth above until such time as the Rights are no longer
redeemable by the Company as set forth below.
In the event that, at any time following the Stock
Acquisition Date, (i) the Company is acquired in a merger or other business
combination transaction in which the Company is not the surviving
corporation (other than a merger that is described in, or that follows a
tender offer or exchange offer described in, the second preceding
paragraph), or (ii) 50% or more of the Company's assets or earning power is
sold or transferred, each holder of a Right (excepts Rights that previously
have been voided as set forth above) shall thereafter have the right to
receive, upon exercise, common shares of the acquiring company having a
value equal to two times the exercise price of the Right. Again, provision
is made to permit surrender of the Rights in exchange for one-half of the
value otherwise purchasable. The events set forth in this paragraph and in
the preceding paragraph are referred to as the "Triggering Events."
The purchase price payable, and the number of Units 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) if holders of the Preferred
Shares are granted certain rights or warrants to subscribe for Preferred
Shares or convertible securities at less than the current market price of
the Preferred Shares, or (iii) upon the distribution of holders of the
Preferred Shares of evidences of indebtedness or assets (excluding regular
quarterly dividends) or of subscription rights or warrants (other than
those referred to above).
At any time until ten days following the Stock Acquisition
Date, the Company may redeem the Rights in whole, but not in part, at a
price of $.01 per Right. That ten day redemption period may be extended by
the Board of Directors so long as the Rights are still redeemable. Under
certain circumstances set forth in the Rights Agreement, the decision to
redeem will require the concurrence of a majority of the Continuing
Directors. Immediately upon the action of the Board of Directors ordering
redemption of the Rights, with, where required, the concurrence of the
Continuing Directors, the Rights will terminate and the only right of the
holders of Rights will be to receive the $.01 redemption price.
The term "Continuing Directors" means any member of the
Board of directors of the Company who was a member of the Board prior to
the date of the Rights Agreement, and any person who is subsequently
elected to the Board if such person is recommended or approved by a
majority of the Continuing Directors, but shall not include an Acquiring
Person, or an affiliate or associate of an Acquiring Person, or any
representative of the foregoing entities.
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. While the
distribution of the Rights will not be taxable to shareholders or to the
Company, shareholders may, depending upon the circumstances, recognize
taxable income in the event that the Rights become exercisable for
Preferred Shares (or other consideration) of the Company or for common
shares of the acquiring company as set forth above.
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 Directors of the Company prior to the
Distribution Date. After the Distribution Date, the provisions of the
Rights Agreement may be amended by the Board (in certain circumstances,
with the concurrence of the Continuing Directors) in order to cure any
ambiguity, to make changes that do not adversely affect the interests of
holders of Rights (excluding the interests of any Acquiring Person), or to
shorten or lengthen any time period under the Rights Agreement; provided,
however, that no amendment to adjust the time period governing redemption
shall be made at such time as the Rights are not redeemable.
On October 29, 2000, the Company entered into an Agreement
and Plan of Merger (the "Merger Agreement") with Wachovia Corporation, a
North Carolina corporation ("Buyer"), pursuant to which the Company will be
merged with a wholly owned subsidiary of Buyer (the "Merger"). In
connection with the execution of the Merger Agreement, the Company
authorized an amendment (the "Amendment") to the Agreement in order to
provide that at the Effective Time (as defined in the Merger Agreement) the
Rights shall expire with no additional consideration being paid on account
thereof.
A copy of the Amendment is filed as Exhibit 2 to this
Registration Statement and is incorporated herein by reference.
Item 2. Exhibits.
1. Rights Agreement, dated as of April 14, 1995, between the Company and
IBJ Schroder Bank & Trust Company, as Rights Agent, which includes as
Exhibit B thereto the Form of Rights Certificate (incorporated by reference
to the Registrant's Registration Statement on Form 8-A dated April 27,
1995).
2. Amendment No. 1, dated as of October 29, 2000, to the Rights Agreement,
dated April 14, 1995, between Republic Security Financial Corporation and The
Bank of New York (as successor to IBJ Schroder Bank & Trust Company), as
Rights Agent.
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.
(Registrant)
REPUBLIC SECURITY FINANCIAL CORPORATION
By: /s/ Rudy E. Schupp
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Name: Rudy E. Schupp
Title: Chairman, President and Chief
Executive Officer
Dated: December 21, 2000
EXHIBIT INDEX
EXHIBIT DESCRIPTION
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1 Rights Agreement, dated as of April 14, 1995, between Republic
Security Financial Corporation and IBJ Schroder Bank & Trust
Company, as Rights Agent, which includes as Exhibit B thereto
the form of Rights Certificate (incorporated by reference to
the Registrant's Registration Statement on Form 8-A dated
April 27, 1995).
2 Amendment No. 1, dated as of October 29, 2000, to the Rights
Agreement, dated April 14, 1995, between Republic Security
Financial Corporation and The Bank of New York (as successor
to IBJ Schroder Bank & Trust Company), as Rights Agent.
