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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
HUTCHINSON TECHNOLOGY INCORPORATED
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(Exact name of registrant as specified in its charter)
MINNESOTA 41-0901840
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(State of incorporation or organization) (I.R.S. Employer Identification No.
40 WEST HIGHLAND PARK, HUTCHINSON, MINNESOTA 55350
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(Address of principal executive offices) (Zip Code)
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), please check the following box. |X|
Securities Act registration statement file number to which this form
relates: N/A (if applicable).
Securities to be registered pursuant to Section 12(b) of the Act:
NONE
Securities to be registered pursuant to Section 12(g) of the Act:
Title of each class
to be so registered
COMMON SHARE PURCHASE RIGHTS
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ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
On July 19, 2000, the Board of Directors of Hutchinson Technology
Incorporated (the "Company"), declared a dividend of one common share purchase
right (a "Right") for each outstanding share of common stock, $.01 par value
(the "Common Shares"), of the Company. The dividend is payable on August 10,
2000 (the "Record Date") to shareholders of record at the close of business on
that date.
Each Right initially entitles the registered holder to purchase from
the Company one-tenth of a Common Share, $.01 par value (the "Common Shares"),
of the Company at a price of $10.00 per one-tenth of a Common 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
July 19, 2000, between the Company and Wells Fargo Bank Minnesota, N.A., as
Rights Agent (the "Rights Agent").
Initially, the Rights will attach to all 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:
(1) the close of business on the 15th day following a public
announcement that a person or group of affiliated or associated persons
has become an "Acquiring Person" (i.e., has, subject to certain
exceptions, become the beneficial owner of 15% or more of the
outstanding Common Shares), or
(2) the close of business on the 15th day following the first
public announcement relating to 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 before a person or group of affiliated or associated persons
becomes an Acquiring Person).
Until the Distribution Date,
(a) the Rights will be evidenced by the Common Share
certificates and will be transferred with and only with the Common
Shares,
(b) 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
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(c) the surrender for transfer of any Common Share
certificate, even without such notation or a copy of this Summary of
Rights attached to it, will also constitute the transfer of the Rights
associated with the Common Shares represented by such certificate.
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 at the close of business on August 10, 2010, unless extended or
earlier redeemed or exchanged by the Company as described below.
The exercise price payable, and the number of Common Shares or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution.
The number of Common Shares issuable upon the exercise of a Right is
also subject to adjustment in the event of a dividend on Common Shares payable
in Common Shares, or a subdivision, combination or reclassification of the
Common Shares.
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 fractional Common Shares will be issued if in lieu of
such issuance, a payment in cash is made based on the closing price (pro-rated
for the fraction) of the Common Shares on the last trading date before the date
of exercise.
If any person or group of affiliated or associated persons becomes an
Acquiring Person, proper provision shall be made so that each holder of a Right,
other than Rights that are or were beneficially owned by the Acquiring Person
(which will thereafter be void), will have the right to receive upon exercise of
the Right, at an exercise price equal to ten times the Purchase Price multiplied
by the number of one-tenths of a Common Share subject to the Right immediately
before the person or group became an Acquiring Person (the "Adjusted Exercise
Price"), that number of Common Shares having a market value of two times the
Adjusted Exercise Price, subject to certain possible adjustments.
If, on or after the Distribution Date or within 15 days prior thereto,
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 on or after the Distribution Date
or within 15 days before the Distribution Date in one or a series of related
transactions, each holder of a Right (other than Rights that have become void
under the terms of the Rights Agreement) will have the right to receive, upon
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exercise of the Right at the Adjusted Exercise Price, 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 Adjusted Exercise Price.
In certain events specified in the Rights Agreement, the Company is
permitted temporarily to suspend the exercisability of the Rights.
At any time after a person or group of affiliated or associated persons
becomes an Acquiring Person and before the acquisition by a person or group of
affiliated or associated persons of 50% or more of the outstanding Common
Shares, the Board of Directors of the Company may exchange the Rights (other
than Rights that have become void under the terms of the Rights Agreement), in
whole or in part, for Common Shares or equivalent securities at an exchange
ratio per Right equal to the result obtained by dividing the Adjusted Exercise
Price of a Right immediately after the person or group becomes an Acquiring
Person by the current per share market price of the Common Shares, subject to
adjustment.
At any time before the time that a person or group of affiliated or
associated persons 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 $.001 per
Right, subject to adjustment (the "Redemption Price"), payable in cash. The
redemption of the Rights 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. The Board of Directors and the Company shall not have any liability
to any person as a result of the redemption or exchange of the Rights pursuant
to the provisions of the Rights Agreement.
The terms of the Rights may be amended by the Board of Directors of the
Company, subject to certain limitations after the Distribution Date, without the
consent of the holders of the Rights, including an amendment before the date a
person or group of affiliated or associated persons becomes an Acquiring Person
to lower the threshold for exercisability of the Rights from 15% to not less
than the greater of (a) the sum of .001% and the largest percentage of the
outstanding Common Shares then known by the Company to be beneficially owned by
any person or group of affiliated or associated persons, or (b) 10% (subject to
certain exceptions).
Until a Right is exercised, the holder of the Right, 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 (including all exhibits thereto) is
attached to this Registration Statement as Exhibit 1 and is incorporated by
reference herein. This summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights Agreement.
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ITEM 2. EXHIBITS.
1. Rights Agreement, dated as of July 19, 2000, between Hutchinson
Technology Incorporated and Wells Fargo Bank Minnesota, N.A., 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.
HUTCHINSON TECHNOLOGY INCORPORATED
Date: July 19, 2000 By: /s/ John A. Ingleman
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Its: Vice President, Chief Financial Officer and
Secretary
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