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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: JUNE 25, 1997
SPARTAN MOTORS, INC.
(Exact Name of Registrant as Specified in Its Charter)
MICHIGAN 0-13611 38-2078923
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification Number)
1000 REYNOLDS ROAD
CHARLOTTE, MICHIGAN 48813
(Address of Principal Executive Offices) (Zip Code)
(517) 543-6400
Registrant's telephone number, including area code
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Item 5. OTHER EVENTS.
On February 27, 1997, the Board of Directors of Spartan Motors,
Inc. (the "Company") declared a dividend distribution of one Series A
Preferred Stock Purchase Right (the "Rights") for each outstanding share of
common stock, $.01 par value, of the Company (the "Common Stock"), payable
to shareholders of record on July 7, 1997. Each Right entitles the
registered holder thereof until July 6, 2007 (or, if earlier, until the
redemption of the rights) to purchase from the Company one one-hundredth of
a share of Series A Preferred Stock, no par value (the "Preferred Stock"),
at a price of $50, subject to adjustment. The Rights are not exercisable
until 10 days after any person or group acquires 15% or more of the
outstanding shares of Common Stock (the person or group that acquires
beneficial ownership of 15% or more of the outstanding shares of Common
Stock being herein referred to as an "Acquiring Person"), or commences, or
announces the intention to commence, a tender or exchange offer for 30% or
more of such shares of Common Stock. A person beneficially owning 5% of
the outstanding shares of Common Stock on July 7, 1997, or any affiliates
or associates thereof, will not constitute an Acquiring Person under the
Rights plan. After the Rights become exercisable, if the Company were
acquired in a merger or other business combination transaction or if 50% or
more of its assets or earning power were sold, each Right would entitle the
holder thereof to receive, upon exercise thereof at the current exercise
price of a Right, that number of shares of common stock of the acquiring
company which at the time of such transaction would have a market value of
two times the exercise price of the Right. Alternatively, in the event
that an Acquiring Person were to acquire the Company by means of a reverse
merger in which the Company and its Common Stock survive, or in the event
that an Acquiring Person engages in one of a number of self-dealing
transactions specified in the Rights Agreement, or in the event that an
Acquiring Person becomes the beneficial owner of more than 30% of the then
outstanding shares of Common Stock (except pursuant to an offer for all
outstanding shares of Common Stock), proper provision shall be made so that
each holder of a Right, other than the Acquiring Person (whose Rights will
thereafter be void), would thereafter have the right to receive upon
exercise of a Right that number of shares of Common Stock having a market
value of two times the exercise price of a Right. Further information on
the Rights is contained in a Summary of Rights to Purchase Series A
Preferred Stock and in a Rights Agreement dated as of June 4, 1997, between
Spartan Motors, Inc. and American Stock Transfer & Trust Co., as Rights
Agent, copies of which are filed as exhibits hereto and are incorporated
herein by reference.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits:
4. Rights Agreement dated as of June 4, 1997, between
Spartan Motors, Inc., and American Stock Transfer &
Trust Co., as Rights Agent. Previously filed as
Exhibit 99(a) to the Registration Statement on Form 8-A
filed by the Company on June 25, 1997.
20. Summary of Rights to Purchase Series A Preferred Stock.
(Exhibit C to the Rights Agreement). Included in
Exhibit 4.
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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 hereunto duly authorized.
SPARTAN MOTORS, INC.
(Registrant)
Dated: June 2, 1997 By /s/Richard J. Schalter
Richard J. Schalter
Secretary
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EXHIBIT INDEX
EXHIBIT DOCUMENT
4 Rights Agreement dated as of June 4, 1997, between
Spartan Motors, Inc., and American Stock Transfer &
Trust Co., as Rights Agent. Previously filed as
Exhibit 99(a) to the Registration Statement on Form 8-A
filed by the Company on June 25, 1997.
20 Summary of Rights to Purchase Series A Preferred
Stock. (Exhibit C to the Rights Agreement). Included
in Exhibit 4.
