SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 8-A/A
Amendment No. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PARK ELECTROCHEMICAL CORP.
(Exact name of registrant as specified in its charter)
New York 11-734643
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
5 Dakota Drive
Lake Success, New York 11042
(Address of principal executive offices) Zip Code
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check the
following box. [ ]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following box. [ ]
Securities 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
Preference Share Purchase Rights New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
<PAGE>
Park Electrochemical Corp., a New York corporation (the "Company"),
hereby amends the following items of its Registration Statement on
Form 8-A filed February 15, 1989.
Item 1. Description of Registrant's Securities to be Registered
The Board of Directors of the Company has effected a
distribution of one preferred stock purchase right (collectively,
the "Rights") per outstanding share of Common Stock of the Company,
$.10 par value per share (the "Common Stock"), held of record on
February 15, 1989 or issued thereafter and prior to the
Distribution Date (as defined below). The terms of the Rights have
been amended effective July 12, 1995. Each Right entitles the
holder thereof to purchase from the Company one one-hundredth
(1/100th) of a share of a new series of Preferred Stock of the
Company, $1.00 par value per share, designated as Series A
Preferred Stock (the "Preferred Stock"), at a price of $150.00 (the
"Purchase Price") per each one one-hundredth of a share, subject to
adjustment. The description and terms of the Rights are set forth
in an Amended and Restated Rights Agreement, dated as of July 12,
1995 (the "Rights Agreement") between the Company and Registrar &
Transfer Company, as Rights Agent (the "Rights Agent").
Capitalized terms used but not defined herein shall have the
respective meanings assigned such terms in the Rights Agreement.
A copy of the Rights Agreement may be obtained by
shareholders of the Company free of charge from the Company by
written request to Park Electrochemical Corp., 5 Dakota Drive, Lake
Success, New York 11042. This summary description of the Rights
does not purport to be complete and is qualified in its entirety by
reference to the Rights Agreement, which is incorporated herein by
reference.
Until the Distribution Date, the Rights shall not be
exercisable and shall be evidenced only by certificates
representing shares of Common Stock. The term "Distribution Date"
means the earlier of (i) the tenth day after the date of the first
public announcement by the Company or a Person that such Person,
other than the Company, any Subsidiary of the Company, any employee
benefit plan of the Company or any Share Affiliate (unless such
Share Affiliate becomes the Beneficial owner of more than 25% of
the shares of Common Stock then outstanding) alone or together with
Affiliates and Associates (an "Acquiring Person"), has become the
beneficial owner of 15% (or 25% in certain cases) or more of the
then outstanding shares of Common Stock or (ii) the tenth Business
Day (or such later date as may be determined by the Board of
Directors prior to such time as any Person becomes an Acquiring
Person) after the date of the commencement of, or public
announcement of the intent to commence, a tender or exchange offer
by any Person, other than the Company, any Subsidiary of the
Company, any employee benefit plan of the company or any Subsidiary
of the Company or any Shore Affiliate, for 15% or more of the then
outstanding shares of Common Stock. "Shore Affiliate" is defined
as Mr. Jerry Shore, his estate, any trust or foundation created by
him to hold any of his shares of Common Stock, any of his lineal
descendants and any transferee of shares of Common Stock owned by
Jerry Shore by will or pursuant to the laws of descent and
distribution or any corporation, partnership or other entity which
is an Affiliate of Jerry Shore or his estate or of any such trust,
foundation, lineal descendent or transferee by reason of the
control of such corporation, partnership or other entity by Jerry
Shore or his estate or any one or more of such trusts, foundations,
lineal descendants or transferees.
The Rights Agreement may be amended in such a manner as
the Board of Directors and Rights Agent may deem necessary or
desirable so long as the interests of the holders of the Rights are
not materially adversely affected, as determined in good faith by
the Board of Directors.
Until the Distribution Date, the Rights will be evidenced
by the certificates for Common Stock and will be transferable only
in connection with the transfer of the Common Stock. As soon as
practicable after the Distribution Date, separate certificates
evidencing the Rights (the "Rights Certificates") shall be mailed
to holders of record of the Common Stock as of the close of
business on the Distribution Date and such separate certificates
alone shall evidence the Rights.
The Rights (and the Rights Certificates, if issued) shall
expire on July 12, 2005 (the "Final Expiration Date"), unless
earlier redeemed or exchanged by the Company as described below.
After the Distribution Date, the registered holder of any Rights
Certificate may exercise the Rights evidenced thereby to acquire
shares of Preferred Stock upon surrender of the Rights Certificate,
with the form of election to purchase on the reverse side thereof
duly executed, to the Rights Agent, together with payment of the
Purchase Price for each one one-hundredth of a share of Preferred
Stock for which such Rights are being exercised. The Rights must
be exercised prior to the earliest of the Final Expiration Date or
the date on which the Rights are redeemed or exchanged.
Upon liquidation, dissolution or winding up of the
Company, the holders of the Preferred Stock shall receive an amount
equal to accrued and unpaid dividends plus an amount equal to the
greater of (i) $100 per share of Preferred Stock or (ii) an
aggregate amount per share equal to 100 times the aggregate amount
distributable per share with respect to the Common Stock, before
any distribution is made to holders of shares of stock ranking
junior to the Preferred Stock. Dividends on outstanding shares of
Preferred Stock shall be payable quarterly, on a cumulative basis,
at the annual rate of 5% per annum (calculated as a percent of the
liquidation value per share of $100), in cash. Unpaid dividends
shall cumulate and be compounded quarterly. The Preferred Stock
may not be redeemed by the Company. The Preferred Stock shall not
have voting rights except as required by law.
The Purchase Price and the number of shares of Preferred
Stock issuable upon exercise of the Rights are subject to
adjustment from time to time in the event, among other things, of
the subdivision, combination or reclassification of the Preferred
Stock or the Common Stock.
In the event that after a Person becomes an Acquiring
Person, (a) the Company shall, or shall agree or become obligated
to, consolidate with or merge with or into any other Person, (b)
any Person shall, or shall agree or become obligated to,
consolidate with or merge with or into the Company, whether or not
the Company's securities remain outstanding and unchanged thereby,
or (c) the Company or any of its subsidiaries shall, or shall agree
or become obligated to, sell or otherwise transfer more than 50% of
the assets of the Company and its subsidiaries (taken as a whole)
or assets which, during any of the immediately preceding three
fiscal years, accounted for more than 50% of the net profits or
more than 50% of the gross revenue of the Company and its
subsidiaries (taken as a whole) to any Person, other than the
Company or one or more of its wholly-owned subsidiaries, then,
should any of the events described in (a) through (c) occur, to the
extent permitted by applicable law, the Company will take such
action as will be necessary to ensure, and will not enter into or
consummate any such merger, consolidation, sale, transfer or other
transaction which does not provide, that each holder of a Right,
other than Rights of an Acquiring Person (which will have become
void), shall have the right to receive, upon the exercise thereof
at a price equal to the then current Purchase Price multiplied by
the number of one one-hundredths of a share of Preferred Stock for
which a Right is then exercisable, and in lieu of shares of
Preferred Stock, such number of shares of Common Stock of the other
party to the transaction (or, in certain instances, of the survivor
of a merger or consolidation) as shall equal the result obtained by
(A) multiplying the then current Purchase Price by the number of
one one-hundredths of a share of Preferred Stock for which a Right
is then exercisable and dividing that product by (B) 50% of the
then current per share market price of the shares of Common Stock
of the other party. In the event that any Person should become an
Acquiring Person, each holder of a Right shall thereafter have a
right to receive, upon exercise thereof at a price equal to the
then current Purchase Price multiplied by the number of one
one-hundredths of a share of Preferred Stock for which a Right is
then exercisable, and in lieu of shares of Preferred Stock, such
number of shares of Common Stock of the Company as shall equal the
result obtained by (x) multiplying the then current Purchase Price
by the number of one one-hundredths of a share of Preferred Stock
for which a Right is then exercisable and dividing that product by
(y) 50% of the then current per share market price of the Common
Stock of the Company. Each Right is exercisable once only, with
such exercise, depending upon the conditions and circumstances
existing at such time, for the purpose of acquiring either shares
of Preferred Stock or the other shares, as the case may be. After
Rights Certificates have been issued, exercise of the Rights to
acquire shares of Preferred Stock or for any other purpose requires
surrender of the Rights Certificates and other documents, and the
taking of the other action, called for by the Rights Agreement.
The Company may, at its option, upon action of the Board
of Directors, at any time prior to such time as any Person becomes
an Acquiring Person, redeem all but not less than all the Rights at
a price of $.01 per Right. The redemption of the Rights by the
Board of Directors may be made effective at such time, on such
basis and with such conditions as the Board of Directors in its
sole discretion may establish. Except as otherwise required by
law, immediately upon the action of the Board of Directors ordering
the redemption of the Rights, evidence of which shall have been
filed with the Rights Agent, and without any further action and
without any notice, the right to exercise the Rights shall
terminate and the only right thereafter of the holders of Rights
shall be to receive the price to be paid on redemption. Within 15
days of the action of the Board of Directors ordering redemption of
the Rights, the Company shall give notice of such redemption, by
mail, to all holders of the then outstanding Rights at their last
known addresses as they appear on the registry books of the Rights
Agent, or, prior to the Distribution Date, on the registry books of
the transfer agent for the Common Stock.
The Board of Directors may, at its option, at any time
after any Person becomes an Acquiring Person and before any Person
(other than the Company or any Subsidiary of the Company or any
employee benefit plan of them or any Shore Affiliate), together
with all its Affiliates and Associates, becomes the beneficial
owner of 50% or more of the Common Stock of the Company then
outstanding, exchange all or part of the then outstanding and
exercisable Rights (which shall not include Rights that have become
void) for Common Stock at an exchange ratio of one share of Common
Stock per Right.
Neither the Rights nor the Rights Certificates,
themselves, confer upon a holder thereof, as such, any rights as a
stockholder of the Company, including, without limitation, the
right to vote or to receive dividends. At no time shall the holder
of a Right or a Rights Certificate have any rights other than as
specifically set forth in the Rights Agreement.
Item 2. Exhibits
(1) Amended and Restated Rights Agreement, dated as of July
12, 1995, between Park Electrochemical Corp. and Registrar &
Transfer Company, as Rights Agent. The Rights Agreement includes
the form of Certificate of Amendment of the Certificate of
Incorporation of the registrant setting forth the terms of the
Series A Preferred Stock, $1.00 par value per share, as Exhibit A
thereto, and the form of Rights Certificate, as Exhibit B thereto.
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, thereunto duly authorized.
Date: August 7, 1995
PARK ELECTROCHEMICAL CORP.
By:________________________
Brian Shore
Executive Vice President
<PAGE>
EXHIBIT INDEX
No. Description
1 Amended and Restated Rights Agreement, dated as of July
12, 1995, between Park Electrochemical Corp. and
Registrar & Transfer Company, as Rights Agent. The
Rights Agreement includes the form of Certificate of
Amendment of the Certificate of Incorporation of the
Registrant setting forth the terms of the Series A
Preferred Stock, $1.00 par value per share, as Exhibit A
thereto, and the form of Rights Certificate, as Exhibit
B thereto.
PARK ELECTROCHEMICAL CORP.
and
REGISTRAR & TRANSFER COMPANY, as Rights Agent
AMENDED AND RESTATED RIGHTS AGREEMENT
Dated as of July 12, 1995
<PAGE>
TABLE OF CONTENTS
Page
Section 1. Certain Definitions. . . . . . . . . . . . . . . 2
Section 2. Appointment of Rights Agent. . . . . . . . . . . 7
Section 3. Issue of Right Certificates. . . . . . . . . . . 8
Section 4. Form of Right Certificates . . . . . . . . . . . 10
Section 5. Countersignature and Registration. . . . . . . . 11
Section 6. Transfer, Split Up, Combination and Exchange of
Right Certificates; Mutilated, Destroyed, Lost
or Stolen Right Certificates . . . . . . . . . . . 12
Section 7. Exercise of Rights; Purchase Price; Expiration
of Rights. . . . . . . . . . . . . . . . . . . . . 14
Section 8. Cancellation and Destruction of Right
Certificates . . . . . . . . . . . . . . . . . . . 15
Section 9. Reservation and Availability of Preferred Stock. 16
Section 10. Preferred Stock Record Date. . . . . . . . . . . 17
Section 11. Adjustment of Purchase Price, Number of Shares
or Number of Rights. . . . . . . . . . . . . . . . 18
Section 12. Certificate of Adjusted Purchase Price or
Number of Shares . . . . . . . . . . . . . . . . . 23
Section 13. Consolidation, Merger, Sale or Transfer of
Assets or Earning Power or Certain Other
Transactions.. . . . . . . . . . . . . . . . . . . 24
Section 14. Depositary Receipts. . . . . . . . . . . . . . . 31
Section 15. Rights of Action . . . . . . . . . . . . . . . . 32
Section 16. Agreement of Right Holders . . . . . . . . . . . 33
Section 17. Right Certificate Holder Not Deemed a
Stockholder. . . . . . . . . . . . . . . . . . . . 33
Section 18. Concerning the Rights Agent. . . . . . . . . . . 34
Section 19. Merger or Consolidation or Change of Name of
Rights Agent . . . . . . . . . . . . . . . . . . . 35
Section 20. Duties of Rights Agent . . . . . . . . . . . . . 36
Section 21. Change of Rights Agent . . . . . . . . . . . . . 39
Section 22. Issuance of New Right Certificates. . . . . . . 41
Section 23. Redemption and Termination.. . . . . . . . . . . 41
Section 24. Exchange . . . . . . . . . . . . . . . . . . . . 43
Section 25. Notice of Certain Events After the Distribution
Date . . . . . . . . . . . . . . . . . . . . . . . 46
Section 26. Notices. . . . . . . . . . . . . . . . . . . . . 46
Section 27. Supplements and Amendments . . . . . . . . . . . 47
Section 28. Successors . . . . . . . . . . . . . . . . . . . 48
Section 29. Benefits of This Agreement . . . . . . . . . . . 48
Section 30. Severability . . . . . . . . . . . . . . . . . . 48
Section 31. Governing Law. . . . . . . . . . . . . . . . . . 48
Section 32. Counterparts . . . . . . . . . . . . . . . . . . 49
Section 33. Descriptive Headings . . . . . . . . . . . . . . 49
Exhibit A- Form of Certificate of Designations
Exhibit B - Form of Right Certificate
<PAGE>
AMENDED AND RESTATED RIGHTS AGREEMENT
This Amended and Restated Rights Agreement, dated as of
July 12, 1995, between Park Electrochemical Corp., a New York
corporation (the "Company"), and Registrar & Transfer Company
(the "Rights Agent").
W I T N E S S E T H
WHEREAS, on February 2, 1989 the Board of Directors of
the Company authorized and declared a distribution of one Right
for each share of Common Stock, $.10 par value per share, of the
Company outstanding on February 15, 1989 (the "Record Date") and
authorized the issuance of one Right for each share of such Com-
mon Stock of the Company issued between the Record Date and the
Distribution Date (as such term is hereinafter defined in Section
3 hereof), each Right representing the right to purchase one one-
hundredth of a share of Series A Preferred Stock, $1.00 par value
per share, of the Company having the rights and preferences set
forth in a Certificate of Amendment to the Certificate of
Incorporation in the form of Exhibit A hereto (the "Preferred
Stock"), upon the terms and subject to the conditions set forth
in a Rights Agreement (the "Original Rights Agreement") dated as
of February 15, 1989 (the "Rights"); and
WHEREAS, the Company desires to amend and restate the
Original Rights Agreement in its entirety pursuant to Section 26
of the Original Rights Agreement;
NOW, THEREFORE, in consideration of the premises and
the mutual agreements herein set forth, the parties hereby agree
to amend and restate the Original Rights Agreement in its
entirety as follows:
Section 1. Certain Definitions. For purposes of this
Agreement, the following terms have the meanings indicated:
(a) "Acquiring Person" shall mean any Person (as such
term is hereinafter defined) who or which, together with all
Affiliates (as such term is hereinafter defined) and Associates
(as such term is hereinafter defined) of such Person, is the
Beneficial owner (as such term is hereinafter defined) of 15% or
more of the shares of Common Stock then outstanding, but shall
not include the Company, any subsidiary of the Company, any
employee benefit plan of the Company or any subsidiary of the
Company or any entity holding shares of Common Stock and which
was organized, appointed or established by the Company or any
subsidiary of the Company for or pursuant to the terms of any
such plan. Notwithstanding the foregoing (i) no Shore Affiliate
(as such term is hereinafter defined) shall be deemed an
Acquiring Person unless such Shore Affiliate becomes the
Beneficial owner of more than 25% of the shares of Common Stock
then outstanding and (ii) no Person (including any Shore
Affiliate) shall become an "Acquiring Person" as the result of an
acquisition of shares of Common Stock by the Company which, by
reducing the number of shares outstanding, increases the
proportionate number of shares beneficially owned by such Person
to 15% or more (or more than 25% in the case of any Shore
Affiliate) of the Common Stock of the Company then outstanding;
provided, however, that if a Person shall become the Beneficial
owner of 15% or more (or more than 25% in the case of any Shore
Affiliate) of the Common Stock of the Company then outstanding by
reason of share purchases by the Company and shall, after such
share purchases by the Company, become the Beneficial owner of
any additional Common Stock of the Company, then such Person
shall (unless after giving effect to such purchase such Person is
not the Beneficial owner of 15% or more (or 25% or more in the
case of a Shore Affiliate) of the Common Stock then outstanding)
be deemed to be an "Acquiring Person". Notwithstanding the
foregoing, if the Board of Directors (as such term is hereinafter
defined) determines in good faith that a Person who would
otherwise be an "Acquiring Person", as defined pursuant to the
foregoing provisions of this paragraph (a), has become such
inadvertently, and such Person divests as promptly as practicable
a sufficient number of shares of Common Stock so that such Person
would no longer be an "Acquiring Person", as defined pursuant to
the foregoing provisions of this paragraph (a), then such Person
shall not be deemed to be an "Acquiring Person" for any purposes
of this Agreement.
(b) "Affiliate" and "Associate" shall have the
respective meanings ascribed to such terms in Rule 12b-2 of the
General Rules and Regulations, as in effect on the date hereof,
under the Securities Exchange Act of 1934 (the "Exchange Act").
(c) A Person shall be deemed the "Beneficial owner"
of, and shall be deemed to "beneficially own" any securities:
(i) which such Person or any of such Person's Af-
filiates or Associates beneficially owns, directly or
indirectly;
(ii) which such Person or any of such Person's
Affiliates or Associates has (A) the right to acquire
(whether such right is exercisable immediately or only after
the passage of time) pursuant to any agreement, arrangement
or understanding (whether or not in writing and other than
customary agreements with and between underwriters and
selling group members with respect to a bona fide public
offering of securities), or upon the exercise of conversion
rights, exchange rights, rights (other than the Rights),
warrants or options, or otherwise; provided, however, that a
Person shall not be deemed the "Beneficial owner" of, or to
"beneficially own", securities tendered pursuant to a tender
or exchange offer made by or on behalf of such Person or any
of such Person's Affiliates or Associates until such
tendered securities are accepted for purchase or exchange;
or (B) the right to vote pursuant to any agreement,
arrangement or understanding (whether or not in writing);
provided, however, that a Person shall not be deemed the
"Beneficial owner" of, or to "beneficially own", any
security under this clause (B) if the agreement, arrangement
or understanding to vote such security (1) arises solely
from a revocable proxy or consent given to such Person in
response to a public proxy or consent solicitation made
pursuant to, and in accordance with, the applicable rules
and regulations of the Exchange Act and (2) is not also then
reportable by such person on Schedule 13D under the Exchange
Act (or any comparable or successor report); or
(iii) which are beneficially owned, directly or
indirectly, by any other Person with which such Person or
any of such Person's Affiliates or Associates has or has had
any agreement, arrangement or understanding (whether or not
in writing and other than customary agreements with and
between underwriters and selling group members with respect
to a bona fide public offering of securities) for the
purpose of acquiring, holding, voting (except pursuant to a
revocable proxy as described in clause (B) of subparagraph
(ii) of this paragraph (c)) or disposing of any securities
of the Company.
Notwithstanding anything in this paragraph (c) to the
contrary, the phrase "then outstanding", when used with reference
to a Person's beneficial ownership of securities of the Company,
shall mean the number of such securities then issued and
outstanding together with the number of such securities not then
actually issued and outstanding which such Person would be deemed
to own beneficially hereunder.
(d) "Board of Directors" shall mean the Board of
Directors of the Company.
(e) "Business Day" shall mean any day other than a
Saturday, a Sunday, or a day on which banking institutions in the
State of New York are authorized or obligated by law or executive
order to close.
(f) "Close of Business" on any given date shall mean
5:00 P.M., New York City time, on such date; provided, however,
that if such date is not a Business Day it shall mean 5:00 P.M.,
New York City time, on the next succeeding Business Day.
(g) "Common Stock" shall mean the Common Stock, $.10
par value per share, of the Company except that "Common Stock"
when used with reference to any Person other than the Company
shall mean the capital stock with the greatest voting power of
such Person or, if such other Person is a subsidiary of another
Person which is a corporation, the corporation which ultimately
controls such first-mentioned Person. For purposes of this
Agreement, a corporation "ultimately controls" another
corporation if the controlling corporation, directly or
indirectly, through one or more subsidiaries or otherwise,
beneficially owns 50% or more of the outstanding principal voting
securities of the controlled corporation, but no other
corporation beneficially owns more than 50% of the controlling
corporation's outstanding principal voting securities; provided
that if pursuant to the foregoing there would be more than one
corporation "ultimately controlling" another corporation, then
the corporation with the greatest tangible net worth as of the
date of measurement shall be deemed the sole "ultimately
controlling" corporation.
(h) "Person" shall mean any individual, firm,
corporation, partnership or other entity and may, unless the
context otherwise requires include an Acquiring Person or the
Company.
(i) "Shares Acquisition Date" shall mean the date of
the first public announcement by the Company or an Acquiring
Person that an Acquiring Person has become such.
(j) "Shore Affiliate" shall mean Jerry Shore, his
estate or any trust or foundation created by him to hold any of
his shares of Common Stock, any of his lineal descendents and any
transferee of shares of Common Stock owned by Jerry Shore by will
or pursuant to the laws of descent and distribution or any
corporation, partnership or other entity which is an Affiliate of
Jerry Shore or his estate or of any such trust, foundation,
lineal descendent or transferee by reason of the control of such
corporation, partnership or other entity by Jerry Shore or his
estate or any one or more of such trusts, foundations, lineal
descendents or transferees.
Any determination required by the definitions contained
in this Section 1 shall be made by the Board of Directors and
such determination shall be final and binding.
Section 2. Appointment of Rights Agent. The Company
hereby appoints the Rights Agent to act as agent for the Company
and the holders of the Rights (who, in accordance with Section 3
hereof, shall prior to the Distribution Date (as such term is
hereinafter defined) also be the holders of the Common Stock) in
accordance with the terms and conditions hereof, and the Rights
Agent hereby accepts such appointment. The Company may from time
to time appoint such Co-Rights Agents as it may deem necessary or
desirable.
Section 3. Issue of Right Certificates. (a) Until the
earlier of (i) the tenth day after the Shares Acquisition Date,
or (ii) the tenth Business Day (or such later date as may be
determined by action of the Board of Directors prior to such time
as any Person becomes an Acquiring Person) after the date of the
commencement of, or first public announcement of the intent of
any Person or Persons (other than the Company, any subsidiary of
the Company, any employee benefit plan of the Company or any
subsidiary of the Company or any entity holding shares of Common
Stock and which was organized, appointed or established by the
Company or any subsidiary of the Company for or pursuant to the
terms of any such plan or any Shore Affiliate) to commence, a
tender or exchange offer for 15% or more of the then outstanding
shares of Common Stock (such date being herein referred to as the
"Distribution Date"), (x) the Rights shall be evidenced by the
certificates for the Common Stock registered in the names of the
holders of the Common Stock (which certificates for Common Stock
shall be deemed also to be certificates for Rights) and not by
separate certificates, (y) the Rights will be transferable only
in connection with the transfer of Common Stock and only to the
transferee thereof, and (z) the transfer of Common Stock shall
constitute the transfer of the Rights evidenced by the
certificate for such Common Stock. As soon as practicable after
the Distribution Date, the Rights Agent shall send by
first-class, postage-prepaid mail, which may in its discretion be
insured, to each record holder of the Common Stock as of the
Close of Business on the Distribution Date, at the address of
such holder shown on the records of the Company, a right
certificate, in substantially the form of Exhibit B hereto (the
"Right Certificates"), evidencing, in one or more certificates as
determined by the Rights Agent, one Right for each share of
Common Stock held. As of and after the Distribution Date, the
Rights shall be evidenced solely by such Right Certificates.
(b) As soon as practicable after the Record Date, the
Agent sent a copy of a summary of the Rights, in substantially
the form of Exhibit C to the Original Rights Agreement (the
"Summary of Rights"), by first-class, postage-prepaid mail, to
each record holder of Common Stock as of the Close of Business on
the Record Date, at the address of such holder shown on the
records of the Company. With respect to certificates for Common
Stock outstanding as of the Record Date, until the Distribution
Date the Rights shall be evidenced by such certificates and the
registered holders thereof shall also be the registered holders
of the associated Rights. Until the Distribution Date (or
earlier redemption or expiration of the Rights), the surrender
for transfer of any of the certificates for Common Stock shall
also constitute the transfer of the Rights associated with such
Common Stock represented by such certificates.
(c) Certificates for Common Stock which become
outstanding after the date hereof but prior to the earlier of the
Distribution Date, the Redemption Date (as such term is
hereinafter defined) and the Final Expiration Date (as such term
is hereinafter defined) shall be deemed also to be certificates
for Rights, and shall have impressed on, printed on, written on
or otherwise affixed to them the following legend (or, until
certificates containing such legend are available, the legend
provided by Section 3(c) of the Original Rights Agreement):
This certificate also evidences and entitles the holder
hereof to certain Rights (the "Rights") as set forth in
an Amended and Restated Rights Agreement between Park
Electrochemical Corp. and Registrar & Transfer Company,
as Rights Agent, dated as of July 12, 1995 (the "Rights
Agreement"), the terms of which are hereby incorporated
herein by reference and a copy of which is on file at
the executive offices of Park Electrochemical Corp.
Under certain circumstances, as set forth in the Rights
Agreement, such Rights will be evidenced by separate
certificates and will no longer be evidenced by this
certificate. Park Electrochemical Corp. will mail to
the holder of this certificate a copy of the Rights
Agreement without charge after receipt of a written
request therefor. Under certain circumstances, Rights
issued to Acquiring Persons (as defined in the Rights
Agreement) and any subsequent holder of such Rights may
be limited.
With respect to such certificates containing the
foregoing legend (or the legend provided by Section 3(c) of the
Original Rights Agreement), until the Distribution Date, the
Rights associated with the Common Stock represented by such
certificates shall be evidenced by such certificates alone, and
the surrender for transfer of any of such certificates shall also
constitute the transfer of the Rights associated with the Common
Stock represented by such certificate.
Section 4. Form of Right Certificates. The Right
Certificates (and the forms of election to purchase shares of
Preferred Stock and of assignment to be printed on the reverse
thereof) shall each be substantially in the form of Exhibit B
hereto and may have such marks of identification or designation
and such legends, summaries or endorsements printed thereon as
the Company may deem appropriate and as are not inconsistent with
the provisions of this Agreement, or as may be required to comply
with any applicable law or with any rule or regulation made
pursuant thereto or with any rule or regulation of any stock
exchange on which the Rights may from time to time be listed, or
to conform to usage. Subject to the provisions of Section 22
hereof, the Right Certificates, whenever distributed, shall be
dated as of the Distribution Date, and shall entitle the holders
thereof to purchase such number of one-hundredths of a share of
Preferred Stock as shall be set forth therein at the price for
each one-hundredth of a share set forth therein (the "Purchase
Price"), as stated in Section 7(b), but the number of such one-
hundredths of a share and the Purchase Price for each one-
hundredth of a share shall be subject to adjustment as provided
herein.
Section 5. Countersignature and Registration. The
Right Certificates shall be executed on behalf of the Company by
its Chairman of the Board, its President or any Vice President,
either manually or by facsimile signature, and shall have affixed
thereto the Company's seal or a facsimile thereof which shall be
attested by the Secretary or an Assistant Secretary of the
Company, either manually or by facsimile signature. The Right
Certificates shall be manually countersigned by the Rights Agent
and shall not be valid for any purpose unless so countersigned.
In case any officer of the Company who shall have signed any of
the Right Certificates shall cease to be such officer of the
Company before countersignature by the Rights Agent and issuance
and delivery by the Company, such Right Certificates,
nevertheless, may be countersigned by the Rights Agent, and
issued and delivered by the Company with the same force and
effect as though the person who signed such Right Certificates
had not ceased to be such officer of the Company; and any Right
Certificates may be signed on behalf of the Company by any person
who, at the actual date of the execution of such Right
Certificate, shall be a proper officer of the Company to sign
such Right Certificate, although at the date of the execution of
this Rights Agreement any such person was not such an officer.
Following the Distribution Date, the Rights Agent will
keep or cause to be kept, at its offices in Cranford, New Jersey,
books for registration and transfer of the Right Certificates
issued hereunder. Such books shall show the names and addresses
of the respective holders of the Right Certificates, the number
of Rights evidenced on its face by each of the Right Certificates
and the date of each of the Right Certificates (which, subject to
the provisions of Section 22 hereof, shall be as of the
Distribution Date).
Section 6. Transfer, Split Up, Combination and
Exchange of Right Certificates; Mutilated, Destroyed, Lost or
Stolen Right Certificates. After the Distribution Date, any
Right Certificate or Certificates may be transferred, split up,
combined or exchanged for another Right Certificate or Right
Certificates, entitling the registered holder to purchase a like
number of one-hundredths of a share of Preferred Stock as the
Right Certificate or Right Certificates surrendered then entitled
such holder to purchase. Any registered holder desiring to
transfer, split up, combine or exchange any Right Certificate
shall make such request in writing delivered to the Rights Agent,
and shall surrender the Right Certificate or Right Certificates
to be transferred, split up, combined or exchanged at the office
of the Rights Agent. Thereupon the Rights Agent shall
countersign and deliver to the Person entitled thereto a Right
Certificate or Right Certificates, as the case may be, as so
requested. The Company may require payment of a sum sufficient
to cover any tax or governmental charge that may be imposed in
connection with any transfer, split up, combination or exchange
of Right Certificates.
Upon receipt by the Company and the Rights Agent of
evidence reasonably satisfactory to them of the loss, theft,
destruction or mutilation of a Right Certificate, and, in the
case of loss, theft or destruction, of indemnity or security
reasonably satisfactory to them, and reimbursement to the Company
and the Rights Agent of all reasonable expenses incidental
thereto, and upon surrender to the Rights Agent and cancellation
of the Right Certificate if mutilated, the Company will execute
and deliver a new Right Certificate of like tenor to the Rights
Agent for countersignature and delivery to the registered owner
in lieu of the Right Certificate so lost, stolen, destroyed or
mutilated.
Notwithstanding any provision herein to the contrary,
Right Certificates may only be issued in denominations entitling
the registered holder thereof to purchase one-hundredth of a
share of Preferred Stock or an integral multiple thereof.
Section 7. Exercise of Rights; Purchase Price;
Expiration of Rights.
(a) Except as otherwise provided herein, the
registered holder of any unexercised Right Certificate may,
subject to the second paragraph of Section 11(a)(ii), exercise
the Rights evidenced thereby at any time after the Distribution
Date and prior to the earliest of (i) July 12, 2005 (the "Final
Expiration Date"), (ii) the date on which the Rights are redeemed
as provided in Section 23 hereof (the "Redemption Date") or (iii)
the time at which such Rights are exchanged as provided in
Section 24 hereof, upon surrender of the Right Certificate, with
the form of election to purchase on the reverse side thereof duly
executed, to the Rights Agent at the office of the Rights Agent,
together with payment of the Purchase Price for each one-
hundredth of a share of Preferred Stock for which such Rights are
being exercised.
(b) The Purchase Price for each one-hundredth of a
share of Preferred Stock upon the exercise of a Right shall be
$150.00, shall be subject to adjustment from time to time as
provided in Sections 11 and 13 hereof but at no time shall be
less than required by applicable law and shall be payable in
lawful money of the United States of America in accordance with
paragraph (c) below.
(c) Upon receipt of a Right Certificate representing
exercisable Rights, with the form of election to purchase duly
executed, accompanied by payment of the Purchase Price for the
shares to be purchased and an amount equal to any applicable
transfer tax in cash, or by certified check or bank draft payable
to the order of the Company, the Rights Agent shall thereupon
promptly (i) requisition from the Company or any transfer agent
of the Preferred Stock certificates (or scrip if the Company
determines, or is required by law or the rules of any exchange,
to use same) for the number of shares of Preferred Stock to be
purchased and the Company hereby agrees to comply and hereby
irrevocably authorizes its transfer agent to comply with all such
requests, and (ii) promptly after receipt of such certificates or
scrip, cause the same to be delivered to or upon the order of the
registered holder of such Right Certificate previously
surrendered, registered in such name or names as may be
designated by such holder.
(d) In case the registered holder of any Right
Certificate shall exercise less than all the Rights evidenced
thereby, a new Right Certificate evidencing Rights equivalent to
the Rights remaining unexercised shall be issued by the Rights
Agent and delivered to the registered holder of such Right
Certificate or to such holder's duly authorized assigns.
Section 8. Cancellation and Destruction of Right
Certificates. All Right Certificates surrendered for the purpose
of exercise, transfer, split up, combination or exchange shall,
if surrendered to the Company or any of its agents, be delivered
to the Rights Agent for cancellation or in cancelled form, or, if
surrendered to the Rights Agent, shall be cancelled by it, and no
Right Certificates shall be issued in lieu thereof except as
expressly permitted by this Rights Agreement. The Company shall
deliver to the Rights Agent for cancellation and retirement, and
the Rights Agent shall so cancel and retire, any other Right
Certificate purchased or acquired by the Company otherwise than
upon the exercise thereof. The Rights Agent shall deliver all
cancelled Right Certificates to the Company, or shall, at the
written request of the Company, destroy such cancelled Right
Certificates, and in such case shall deliver a certificate of
destruction thereof to the Company.
Section 9. Reservation and Availability of Preferred
Stock. The Company covenants and agrees that it will cause to be
reserved and kept available out of its authorized and unissued
shares of Preferred Stock or any authorized and issued shares of
Preferred Stock held in its treasury, a number of shares of
Preferred Stock sufficient to permit the exercise in full of all
outstanding Rights.
So long as the shares of Preferred Stock issuable upon
the exercise of the Rights may be listed on any national
securities exchange, the Company shall use its best efforts to
cause, from and after the time the Rights become exercisable, all
shares reserved for such issuance to be listed on such exchange
upon official notice of issuance upon such exercise.
The Company covenants and agrees that it will take all
such action as may be necessary to ensure that all shares of
Preferred Stock delivered upon exercise of Rights shall, at the
time of delivery of the certificates for such shares (subject to
payment of the Purchase Price), be duly and validly authorized
and issued and fully paid and non-assessable shares.
The Company further covenants and agrees that it will
pay when due and payable any and all Federal and state transfer
taxes and charges which may be payable in respect of the issuance
or delivery of the Right Certificates or of any certificates for
shares of Preferred Stock upon the exercise of Rights. The
Company shall not, however, be required to pay any transfer tax
which may be payable in respect of any transfer or delivery of
Right Certificates to, or the issuance of the shares of Preferred
Stock in the name of, or delivery of such shares to, a Person
other than the registered holder of the Right Certificates
evidencing Rights surrendered upon the exercise thereof, or be
required to issue any certificates or script for shares of
Preferred Stock in a name other than that of, or deliver such
shares to a Person other than, the registered holder upon the
exercise of any Rights until such tax shall have been paid (any
such tax being payable by the holder of such Right Certificate at
the time of surrender) or until it has been established to the
Company's satisfaction that no such tax is due.
Section 10. Preferred Stock Record Date. Each Person
in whose name a certificate for shares of Preferred Stock is
issued upon the exercise of Rights shall for all purposes be
deemed to have become the holder of record of the shares of
Preferred Stock represented thereby on, and such certificate
shall be dated, the date upon which the Right Certificate
evidencing such Rights was duly surrendered and payment of the
Purchase Price (and any applicable transfer taxes and charges)
was made; provided, however, that if the date of such surrender
and payment is a date upon which the Preferred Stock transfer
books of the Company are closed, such Person shall be deemed to
have become the record holder of such shares on, and such
certificate shall be dated, the next succeeding Business Day on
which the Preferred Stock transfer books of the Company are open.
Prior to the exercise of the Rights evidenced thereby and payment
of the Purchase Price (and any applicable transfer taxes and
charges), the holder of a Right Certificate shall not be entitled
to any rights of a stockholder of the Company with respect to
shares for which the Rights shall be exercisable, including,
without limitation, to receive dividends or other distributions,
and shall not be entitled to receive any notice of any
proceedings of the Company, except as provided herein.
Section 11. Adjustment of Purchase Price, Number of
Shares or Number of Rights. The Purchase Price, the number of
one-hundredths of a share of Preferred Stock for which a Right is
exercisable and the number of Rights outstanding are subject to
adjustment from time to time as provided in this Section 11.
(a) (i) In the event the Company shall at any time
after the date of this Agreement subdivide, combine, reclassify
or otherwise change the Preferred Stock, the Purchase Price in
effect at the time of the effective date of such subdivision,
combination, reclassification or other change, and the number and
kind of shares of capital stock issuable on such date, shall be
proportionately adjusted so that the holder of any Right
exercised after such time shall be entitled to receive the
aggregate number and kind of shares of capital stock which, if
such Right had been exercised immediately prior to such date and
at a time when the Preferred Stock transfer books of the Company
were open, such holder would have owned upon such exercise and
been entitled to receive by virtue of such subdivision,
combination, reclassification or other change.
(ii) Subject to Section 24 of this Agreement, in
the event that any Person should become an Acquiring Person, each
holder of a Right shall thereafter have a right to receive, upon
exercise thereof at a price equal to the then current Purchase
Price multiplied by the number of one one-hundredths of a share
of Preferred Stock for which a Right is then exercisable, in
accordance with the terms of this Agreement and in lieu of shares
of Preferred Stock, such number of shares of Common Stock of the
Company as shall equal the result obtained by (x) multiplying the
then current Purchase Price by the number of one one-hundredths
of a share of Preferred Stock for which a Right is then
exercisable and dividing that product by (y) 50% of the then
current per share market price of the Common Stock of the Company
(determined pursuant to Section 13(g) hereof) on the date of the
occurrence of such event; provided, however, that if the
transaction that would otherwise give rise to the foregoing
adjustment is also subject to the provisions of Section 13
hereof, then the provisions of Section 13 hereof shall apply to
such transaction and the provisions of this Section 11(a)(ii)
shall not apply to such transaction and no adjustment shall be
made pursuant to this Section 11(a)(ii). In the event that any
Person shall become an Acquiring Person and the Rights shall then
be outstanding, the Company shall not take any action which would
eliminate or diminish the benefits intended to be afforded by the
Rights.
From and after the occurrence of such event, any Rights that
are or were acquired or beneficially owned by any Acquiring
Person (or any Associate or Affiliate of such Acquiring Person)
shall be void and any holder of such Rights shall thereafter have
no right to exercise such Rights under any provision of this
Agreement. No Right Certificate shall be issued pursuant to
Section 3 that represents Rights beneficially owned by an
Acquiring Person whose Rights would be void pursuant to the
preceding sentence or any Associate or Affiliate thereof; no
Right Certificate shall be issued at any time upon the transfer
of any Rights to an Acquiring Person whose Rights would be void
pursuant to the preceding sentence or any Associate or Affiliate
thereof or to any nominee of such Acquiring Person, Associate or
Affiliate; and any Right Certificate delivered to the Rights
Agent for transfer to an Acquiring Person whose Rights would be
void pursuant to the preceding sentence shall be cancelled.
(iii) In the event that there shall not be suf-
ficient shares of Common Stock issued but not outstanding or
authorized but unissued to permit the exercise in full of the
Rights in accordance with the foregoing subparagraph (ii), the
Company shall take all such action as may be necessary to
authorize additional shares of Common Stock for issuance upon
exercise of the Rights. In the event the Company shall, after
good faith effort, be unable to take all such action as may be
necessary to authorize such additional shares of Common Stock,
the Company shall substitute, for each share of Common Stock that
would otherwise be issuable upon exercise of a Right, a number of
shares of Preferred Stock or fraction thereof such that the
current per share market price of one share of Preferred Stock
multiplied by such number or fraction is equal to the current per
share market price of one share of Common Stock as of the date of
issuance of such shares of Preferred Stock or fraction thereof.
(b) For the purpose of any computation hereunder, the
"current per share market price" of the Preferred Stock shall be
determined in accordance with the method set forth in
Section 13(g). If the Preferred Stock is not publicly traded,
the "current per share market price" of the Preferred Stock shall
be conclusively deemed to be the current per share market price
of the Common Stock as determined pursuant to Section 13(g)
(appropriately adjusted to reflect any stock split, stock
dividend or similar transaction occurring after the date hereof),
multiplied by one hundred. If neither the Common Stock nor the
Preferred Stock is publicly held or so listed or traded, "current
per share market price" shall mean the fair value per share as
determined in good faith by the Board of Directors, whose
determination shall be described in a statement filed with the
Rights Agent.
(c) If as a result of an adjustment made pursuant to
Section 11(a), the holder of any Right thereafter exercised shall
become entitled to receive any shares of capital stock of the
Company other than Preferred Stock, thereafter the number of such
other shares so receivable upon exercise of any Right shall be
subject to adjustment from time to time in a manner and on terms
as nearly equivalent as practicable to the provisions with
respect to the shares of the Preferred Stock contained in
Sections 7, 9, 10, 11 and 13, which provisions shall apply on
like terms to any such other shares.
(d) In the event there shall be a stock dividend,
split (by way of dividend or otherwise), subdivision, combination
or reclassification of the Common Stock prior to the Distribution
Date, the Rights shall be properly adjusted to take account
thereof.
(e) Irrespective of any adjustment or change in the
Purchase Price or the number of shares of Preferred Stock (or
fractions thereof) issuable upon the exercise of the Rights, the
Right Certificates theretofore and thereafter issued may continue
to express the Purchase Price per one-hundredth of a share and
the number of shares which were expressed in the initial Right
Certificates issued hereunder and under the Original Rights
Agreement.
(f) Before taking any action that would cause an
adjustment reducing the Purchase Price below the then par value
of the shares of Preferred Stock issuable upon exercise of the
Rights, the Company shall take any lawful corporate action which
may, in the opinion of its counsel, be necessary in order that
the Company may validly and legally issue fully paid and
nonassessable shares of Preferred Stock at such adjusted Purchase
Price.
Section 12. Certificate of Adjusted Purchase Prior
in part for shares of the Company's Common Stock.
No holder of this Right Certificate shall be deemed
for any purpose the holder of shares of Preferred Stock or of
any other securities of the Company which may at any time be
issuable on the exercise hereof, nor shall anything contained
in the Rights Agreement or herein be construed to confer upon
the holder hereof, as such, any of the rights of a
stockholder of the Company, including any right to receive
notice of meetings or other actions affecting stockholders
(except as provided in the Rights Agreement), or to receive
dividends, until the Right or Rights evidenced by this Right
Certificate shall have been exercised as provided in the
Rights Agreement and then only to the extent therein
provided.
This Right Certificate shall not be valid or
obligatory for any purpose until it shall have been
countersigned by the Rights Agent.
WITNESS the facsimile signature of the proper
officers of the Company and its corporate seal.
Dated as of _______, ____
ATTEST: Park Electrochemical Corp.
By:_____________________
By:_________________________ Secretary
Chairman of the Board
Countersigned:
Registrar & Transfer Company
By:__________________________
Authorized Signature<PAGE>
[On Reverse Side of Right Certificate]
FORM OF ASSIGNMENT
(To be executed by the registered holder if such
holder desires to transfer this Right Certificate.)
FOR VALUE RECEIVED
hereby sells, assigns and transfers unto
(Please print name and address of transferee)
this Right Certificate, together with all right, title and
interest therein, and does hereby irrevocably constitute and
appoint ___________________ Attorney, to transfer the within
Right Certificate on the books of the within-named Company
and of the Rights Agent, with full power of substitution.
Dated:__________, ____
______________________________
Signature
NOTICE
The signature on the foregoing Form of Assignment
must correspond to the name as written upon the face of this
Right Certificate in every particular, without alteration or
enlargement or any change whatsoever.
<PAGE>
[On Reverse Side of Right Certificate]
FORM OF ELECTION TO PURCHASE
(To be executed by the registered holder if
such holder desires to exercise the Rights
represented by the certificate to
Purchase Preferred Stock.)
To the Rights Agent:
The undersigned hereby irrevocably elects to
exercise ______________ Rights represented by this Right
Certificate to purchase the shares of Preferred Stock
issuable upon the exercise of such Rights and requests that
certificates for such shares of Preferred Stock be issued in
the name of:
Please insert social security
or other identifying number
(Please print name and address)
If such number of Rights shall not be all the
Rights evidenced by this Right Certificate, a new Right
Certificate for the balance of such Rights shall be
registered in the name of and delivered to:
Please insert social security
or other identifying number
(Please print name and address)
Dated: ________________, ____
Signature
<PAGE>
NOTICE
The signature on the foregoing Form of Election to
Purchase must correspond to the name as written upon the face
of this Right Certificate in every particular, without
alteration or enlargement or any change whatsoever.
