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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 26, 1999
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INSTEEL INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
North Carolina 001-09929 56-0674867
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(State or other jurisdiction of incorporation) (Commission (IRS Employer
File Number) Identification No.)
1373 Boggs Drive, Mount Airy, North Carolina 27030
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 336-786-2141
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Not applicable
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(Former name or former address, if changes since last report.)
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Item 5. Other Events.
On April 26, 1999, the Board of Directors of Insteel Industries, Inc.,
a North Carolina corporation (the "Company"), declared a dividend distribution
of one right (each, a ARight@) on each outstanding share of the Company=s Common
Stock to shareholders of record at the close of business on May 17, 1999. One
Right will also be distributed for each share of Common Stock issued after May
17, 1999, until the Distribution Date (which is described in the next
paragraph). Each Right entitles the registered holder to purchase from the
Company, upon the occurrence of a Distribution Date, a unit consisting of one
one-hundredths of a share (a "Unit") of Series A Junior Participating Preferred
Stock (the "Preferred Stock"), at a purchase price (the "Purchase Price") of
$80.00 per Unit, subject to adjustment. The description and terms of the Rights
are set forth in a Rights Agreement dated as of April 27, 1999 (the "Rights
Agreement") between the Company and First Union National Bank., as Rights Agent.
Initially, the Rights will be attached to all 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 earliest of (i) 10 business 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 shares of Common Stock
(the "Stock Acquisition Date"), or (ii) 10 business days following the public
announcement of a tender offer or exchange offer that would, if consummated,
result in a person or group beneficially owning 20% or more of such outstanding
shares of Common Stock, subject to certain limitations.
Until the Distribution Date (or earlier redemption or expiration of the
Rights) (i) the Rights will be evidenced by the Common Stock certificates and
will be transferred with and only with such Common Stock certificates, (ii) new
Common Stock certificates issued after May 17, 1999 will contain a notation
incorporating the Rights Agreement by reference and (iii) the surrender for
transfer of any certificates for Common Stock outstanding, even without such
notation, will also constitute the transfer of the Rights associated with the
Common Stock represented by such certificate. As soon as practicable after the
Distribution Date, Rights Certificates will be mailed to holders of record of
the Common Stock as of the close of business on the Distribution Date and,
thereafter, the separate Rights Certificates alone will represent the Rights.
The Rights are not exercisable until the Distribution Date and will expire at
the close of business on April 26, 2009, subject to extension by the Board of
Directors, unless earlier redeemed by the Company as described below.
In the event that any person becomes an Acquiring Person, each holder
of a Right will thereafter have the right (the "Flip-In Right") to receive, at
the time specified in the Rights Agreement, (x) upon exercise and payment of the
Purchase Price, Common Stock (or, in certain circumstances, cash, property or
other securities of the Company) having a value equal to two times the Purchase
Price or (y) at the discretion of the Board of Directors, upon exercise and
without payment of the Purchase Price, Common Stock (or, in certain
circumstances, cash, property or other securities of the Company) having a value
equal to the difference between the Purchase Price and the value of the
consideration which would be payable under clause (x). Notwithstanding any of
the foregoing, following the occurrence of any of the events set forth in this
paragraph, all Rights that are, or (under certain circumstances specified in the
Rights Agreement) were, beneficially owned by any Acquiring Person will be null
and void. Flip-In Rights are not exercisable following the occurrence of the
event 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, statutory share exchange or other
business combination in which the Company is not the surviving corporation, (ii)
the Company is the surviving party in a merger, statutory share exchange or
other business combination and all or part of the Company=s Common Stock is
exchanged for stock or other securities of another corporation, or (iii) 50% or
more of the Company's assets or earning power is sold or transferred, each
holder of a Right (except Rights which previously have been voided as set forth
above) shall thereafter have the right (the "Flip-Over Right") to receive, upon
exercise, common stock of the acquiring corporation having a value equal to two
times the Purchase Price. The holders of a Right
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will continue to have the Flip-Over Right whether or not such holder exercises
or surrenders the Flip-In Right. The events set forth in this paragraph and in
the second preceding paragraph are referred to as the "Triggering Events."
The Purchase Price payable, and the number of Units of Preferred Stock
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 Stock, (ii) if holders of the Preferred Stock are granted certain
rights or warrants to subscribe for Preferred Stock or convertible securities at
less than the current market price of the Preferred Stock, or (iii) upon the
distribution to holders of the Preferred Stock of evidences of indebtedness or
assets (excluding regular quarterly cash dividends) or of subscription rights or
warrants (other than those referred to above). The number of outstanding Rights
and the number of one one-hundredths of a share of Preferred Stock issuable upon
exercise of each Right are also subject to adjustment in the event of a stock
split of the Common Stock or a stock dividend on the Common Stock payable in
Common Stock or subdivisions, consolidations or combinations of the Common Stock
occurring, in each such case, prior to the Distribution Date.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price. No fractional Units will be issued and, in lieu thereof, an adjustment in
cash will be made based on the market price of the Preferred Stock on the last
trading date prior to the date of exercise.
At any time after any person becomes an Acquiring Person, the Company
may exchange all or part of the Rights for shares of Common Stock at an exchange
ratio of one share per Right, as appropriately adjusted to reflect any stock
dividend, stock split or similar transaction.
In general, the Company may redeem the Rights in whole, but not in
part, at a price of $0.01 per Right, at any time until 10 business days
following the Stock Acquisition Date. After the redemption period has expired,
the Company's right of redemption may be reinstated if an Acquiring Person
reduces his beneficial ownership to less than 20% of the outstanding shares of
Common Stock in a transaction or series of transactions not involving the
Company and there are no other Acquiring Persons. Immediately upon the action of
the Board of Directors ordering redemption of the Rights, the Rights will
terminate and the only right of the holders of Rights will be to receive the
$0.01 redemption price.
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 stock (or other consideration) of the Company or for common
stock of the acquiring company as set forth above.
Prior to the Distribution Date, any of the provisions of the Rights
Agreement may be amended by the Board of Directors of the Company. After the
Distribution Date, the provisions of the Rights Agreement may be amended by the
Board in order to cure any ambiguity, to make changes which 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 when the Rights are not redeemable.
The Company has initially authorized and reserved 900,000 shares of
Preferred Stock for issuance upon exercise of the Rights. As of the date of this
report, there were 8,447,226 shares of Common Stock issued and outstanding and
an additional 1,263,476 shares of Common Stock were reserved for issuance under
the Company's executive and director compensation and stock option plans.
The Rights may be deemed to have certain antitakeover effects. The
Rights generally may cause substantial dilution to a person or group that
attempts to acquire the Company under circumstances not approved by the Board of
Directors of the Company.
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The Rights Agreement between the Company and the Rights Agent
specifying the terms of the Rights, which includes the Certificate of Amendment
creating the Preferred Stock, the Form of the Rights Certificate and the Summary
of Rights to Purchase Shares, is attached hereto as an exhibit and incorporated
herein by reference. The foregoing is qualified in its entirety by reference
thereto.
The Rights may be deemed to have certain antitakeover effects. The
Rights generally may cause substantial dilution to a person or group that
attempts to acquire the Company under circumstances not approved by the Board of
Directors of the Company.
Item 7. Financial Statements and Exhibits.
(c) The following exhibit is filed as a part of this report:
99.1 Press Release dated as of April 27, 1999 announcing the
adoption of the Rights Agreement.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereto duly authorized.
Date: May 7, 1999
INSTEEL INDUSTRIES, INC.
By: /s/ H.O. Woltz III
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H.O. Woltz III
President
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EXHIBIT 99.1
NEWS RELEASE
FOR IMMEDIATE RELEASE CONTACT: Michael C. Gazmarian
Chief Financial Officer and Treasurer
Insteel Industries, Inc.
336-786-2141, Ext. 3020
INSTEEL INDUSTRIES, INC. ADOPTS SHAREHOLDER RIGHTS PLAN
MOUNT AIRY, NC -- April 27, 1999 - Insteel Industries, Inc. (NYSE:III), today
announced that its Board of Directors has approved the adoption of a Shareholder
Rights Plan under which all shareholders of record as of May 17, 1999, will
receive rights to purchase shares of a new series of Preferred Stock.
The Rights Plan is designed to enable all Insteel shareholders to realize the
full value of their investment and to provide for fair and equal treatment for
shareholders in the event that an unsolicited attempt is made to acquire
Insteel. The adoption of the Rights Plan is intended as a means to guard against
abusive takeover tactics and is not in response to any particular proposal.
The rights will be distributed as a non-taxable dividend and will expire in ten
years. The rights will be exercisable only if a person or group acquires 20
percent or more of Insteel's common stock or announces a tender offer for 20
percent or more of the stock.
If a person or group acquires 20 percent or more of Insteel's common stock, all
shareholders except the purchaser will be entitled to acquire Insteel stock at a
50 percent discount. The effect will be to discourage acquisitions of more than
20 percent of Insteel stock without negotiations with the Board.
The rights will trade with Insteel common stock, unless and until they are
separated upon the occurrence of certain future events. The rights distribution
is not taxable to the shareholders. Insteel's Board of Directors may redeem the
rights prior to the expiration of a specified period following the acquisition
of more than 20 percent of Insteel stock. Additional details regarding the
Rights Plan will be outlined in a summary to be mailed to all shareholders
following the Record Date.
