SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): December 7, 1998
CYBEROPTICS CORPORATION
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(Exact name of registrant as specified in its charter)
Minnesota 000-16577 41-1472057
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(State or other jurisdiction (Commission file number) (I.R.S. Employer
of incorporation) Identification No.)
5900 Golden Hills Drive, Minneapolis, MN 55416
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(Address of principal executive offices)
Registrant's telephone number, including area code: (612) 542-5000
Not applicable
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On December 7, 1998, the Board of Directors of CyberOptics
Corporation (the "Company"), declared a dividend of one preferred share purchase
right (a "Right") per share for each outstanding share of Common Stock, no par
value (the "Common Shares"), of the Company. The dividend is payable on December
17, 1998 (the "Record Date") to shareholders of record on that date.
Each Right entitles the registered holder to purchase from the
Company one one-hundredth of a share of Series A Junior Participating Preferred
Stock, no par value (the "Preferred Shares"), of the Company at a price of
$100.00 per one-hundredth of a Preferred Share (the "Purchase Price"), subject
to adjustment. The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement"), dated as of December 7, 1998, between the
Company and Norwest Bank Minnesota, National Association, as Rights Agent (the
"Rights Agent").
Initially, the Rights will be evidenced by the certificates
representing Common Shares then outstanding and no separate Right Certificates
will be distributed. The Rights will separate from the Common Shares, and a
Distribution Date for the Rights will occur upon the earlier of: (i) the first
date of public announcement that a Person or group of affiliated or associated
Persons has become an "Acquiring Person" (i.e., a person, other than certain
exempted persons, who has become the beneficial owner of 15% or more of the
outstanding Common Shares, except pursuant to a Permitted Offer, as hereinafter
defined) and (ii) the 10th day following the commencement or public announcement
of a tender offer or exchange offer, the consummation of which would result in a
Person or group of affiliated or associated Persons becoming, subject to certain
exceptions, the beneficial owner of 15% or more of the outstanding Common Shares
(or such later date as may be determined by the Board of Directors of the
Company prior to a person or group of affiliated or associated persons becoming
an Acquiring Person) (the earlier of such dates being called the "Distribution
Date").
Until the Distribution Date, (i) the Rights will be evidenced by the
Common Share certificates and will be transferred with and only with the Common
Shares, (ii) new Common Share certificates issued after the Record Date upon
transfer or new issuance of the Common Shares will contain a notation
incorporating the Rights Agreement by reference, and (iii) the surrender for
transfer of any Common Share certificate, even without such notation or a copy
of this Summary of Rights attached thereto, will also constitute the transfer of
the Rights associated with the Common Shares represented by such certificate.
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As promptly as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Shares as of the close of business on the
Distribution Date, and such separate Right Certificates alone will evidence the
Rights.
The Rights are not exercisable until the Distribution Date. The
Rights will expire on December 7, 2008, unless extended or earlier redeemed or
exchanged by the Company as described below.
The Purchase Price payable and the number 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) upon the grant to holders of the Preferred Shares of certain
rights, options or warrants to subscribe for or purchase Preferred Shares or
convertible securities at less than the then current market price of the
Preferred Shares, or (iii) upon the distribution to holders of the Preferred
Shares of evidences of indebtedness or assets (excluding regular periodic cash
dividends or dividends payable in Preferred Shares) or of subscription rights or
warrants (other than those described in clause (ii) of this paragraph). With
certain exceptions, no adjustment in the Purchase Price will be required until
cumulative adjustments require an adjustment of at least 1% in the Purchase
Price.
No fraction of a Preferred Share (other than fractions in integral
multiples of one one-hundredth of a share) will be issued and, in lieu thereof,
an adjustment in cash will be made based on the closing price on the last
trading date prior to the date of exercise.
The number of outstanding Rights and the number of one one-hundredth
of a Preferred Share issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.
Preferred Shares purchasable upon exercise of the Rights will not be
redeemable. Each Preferred Share will be entitled to a minimum preferential
quarterly dividend payment of $1.00 per share but will be entitled to an
aggregate dividend of 100 times the dividend declared per Common Share. In the
event of liquidation, the holders of the Preferred Shares will be entitled to a
minimum preferential liquidation payment of $100 per share but will be entitled
to an aggregate payment of 100 times the payment made per Common Share. Each
Preferred Share will have 100 votes, voting together with Common Shares.
Finally, in the event of any merger, consolidation or other
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transaction in which Common Shares are exchanged, each Preferred Share will be
entitled to receive 100 times the amount received per Common Share. These rights
are subject to adjustment in the event of a stock dividend on the Common Shares
or a subdivision, combination or consolidation of the Common Shares.
In the event that a person or group becomes an Acquiring Person
(except pursuant to a Permitted Offer (as defined below)), each holder of a
Right, other than the Acquiring Person or the affiliates, associates or
transferees thereof (whose Rights will thereafter be void), will thereafter have
the right to receive upon exercise thereof at the then current exercise price of
the Right that number of Common Shares having a market value of two times the
exercise price of the Right, subject to certain possible adjustments.
In the event that the Company is acquired in certain mergers or
other business combination transactions or 50% or more of the assets or earning
power of the Company and its subsidiaries (taken as a whole) are sold after a
person or group becomes an Acquiring Person (except pursuant to a Permitted
Offer), holders of the Rights will thereafter have the Right to receive, upon
exercise thereof at the then current exercise price of the Right, that number of
Common Shares of the acquiring company (or, in certain cases, one of its
affiliates) having a market value of two times the exercise price of the Right.
A "Permitted Offer" is a tender offer or an exchange offer for all
outstanding Common Shares of the Company at a price and on terms determined by a
majority of the Board of Directors of the Company who are not officers of the
Company and who are not Acquiring Persons or affiliates or associates of an
Acquiring Person and after receiving advice from one or more investment banking
firms, to be (a) fair to shareholders (taking into account all factors which the
Board of Directors deems relevant) and (b) otherwise in the best interests of
the Company and its shareholders, employees, customers, suppliers and creditors
and the communities in which the Company does business, and which the Board of
Directors determines to recommend to the shareholders of the Company.
At any time after a person becomes an Acquiring Person (subject to
certain exceptions), and prior to the acquisition by a person of 50% or more of
the outstanding Common Shares, the Board of Directors of the Company may
exchange all or part of the Rights for Common Shares at an exchange ratio of one
Common Share per Right, subject to adjustment.
At any time before a person has become an Acquiring Person, the
Board of Directors of the Company may redeem the Rights in whole, but not in
part, at a price of $.01 per Right (the "Redemption Price"), subject to
adjustment. The redemption of the
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Rights may be made effective at such time, on such basis and with such
conditions as the Board of Directors may, in their sole discretion, establish.
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.
A copy of the Rights Agreement has been filed with the Securities
and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A
dated December 7, 1998. A copy of the Rights Agreement is available free of
charge from the Company by contacting the Secretary at CyberOptics Corporation,
5900 Golden Hills Drive, Minneapolis, Minnesota 55416. 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 hereby incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
99 Press Release, dated December 8, 1998
4 Rights Agreement, dated as of December 7, 1998, between the Company and
Norwest Bank Minnesota, N.A., as Rights Agent, (incorporated by
reference to the Company's Registration Statement on Form 8-A, dated
December 7, 1998).
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.
December 7, 1998 CYBEROPTICS CORPORATION
By /s/ Steven K. Case
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Steven K. Case
Its Chairman and Director
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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4 Rights Agreement, dated as of December 7, 1998, between the Company
and Norwest Bank Minnesota, N.A., as Rights Agent, (incorporated by
reference to Exhibit 1 to the Company's Registration Statement on
Form 8-A, filed December 8, 1998).
99 Press Release, dated December 8, 1998.
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FOR IMMEDIATE RELEASE
CYBEROPTICS ADOPTS SHAREHOLDER RIGHTS PLAN
DECEMBER 8, 1998--MINNEAPOLIS, MN--CyberOptics Corporation (Nasdaq NMS: CYBE)
announced today that its Board of Directors has adopted a Shareholder Rights
Plan that gives each shareholder rights to purchase shares of a newly authorized
series of preferred stock if a tender offer for the Company is announced or an
acquiror purchases at least 15% of the common stock.
Steven K. Case, CyberOptics' chairman, said: "This shareholder rights plan was
adopted to discourage a hostile takeover and not in response to any acquisition
or merger proposal. By encouraging a prospective buyer to negotiate with our
board of directors before launching a hostile takeover, we believe we can best
ensure that all shareholders receive equal treatment and a fair price in any
business combination."
The rights issued under the plan will become exercisable by shareholders, other
than a potential acquiror, only following the purchase by the acquiror, without
prior approval by the Board of Directors, of 15% or more of the Company's common
stock or the announcement of a tender offer for 15% or more of the common stock.
Under terms of the plan, shareholders other than the acquiror would be able to
exercise the rights issued under the plan to purchase shares of common stock at
a 50% discount from the market price. As a result, the Company's rights plan
would have the effect of rendering a hostile takeover prohibitively expensive
for the potential acquiror.
The new purchase rights will be distributed as a non-taxable dividend at the
rate of one right for each share of common stock held as of the close of
business on December 17, 1998. The rights will trade with the common stock and
no rights certificates will be issued unless the rights become exercisable. The
Company's Board of Directors will be entitled to redeem the rights at $.01 per
right at any time prior to an acquiror purchasing 15% or more of the Company's
common stock. The rights will expire on December 7, 2008.
CyberOptics Corporation is a worldwide leader in the field of three-dimensional,
non-contact optical process management for the surface mount technology (SMT)
electronics and industrial measurement markets. The Company's sensors and fully
integrated systems strengthen the yields, operating efficiencies and quality
control of manufacturing that involves miniaturized, high-precision, wet or
fragile components as well as high-speed processes.
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For additional information, contact:
Scott Larson
Controller
612/542-5000
