SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
DIVERSIFIED CORPORATE RESOURCES, INC.
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(Exact name of registrant as specified in its charter)
Texas 75-1565578
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(State of incorporation or (IRS Employer
organization) Identification No.)
12801 North Central Expressway, Suite 350, Dallas, Texas 75243
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(Address of principal executive offices) (Zip Code)
Securities to be 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
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Preferred Stock Purchase Rights American Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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Title of Class
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ITEM 1. Description of Securities To Be Registered.
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I. Rights.
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On May 1, 1998, the Board (the "Board") of Directors of DIVERSIFIED
CORPORATE RESOURCES, INC. (the "Company") declared a dividend of one preferred
share purchase right (a "Right") for each outstanding share of common stock, par
value $.10 per share, of the Company (the "Common Stock"). The dividend is
payable on May 11, 1998 (the "Record Date") to the shareholders of record on
that date. Each Right entitles the registered holder to purchase from the
Company one one-thousandth of a share of Series A Junior Participating Preferred
Stock, par value $.10 per share, of the Company (the "Preferred Stock") at a
price of $70 per one one-thousandth of a share of Preferred Stock (the "Purchase
Price"), subject to adjustment. The description and terms of the Rights are set
forth in a Rights Agreement dated as of May 1, 1998, as the same may be amended
from time to time (the "Rights Agreement"), between the Company and HARRIS TRUST
AND SAVINGS BANK, as Rights Agent (the "Rights Agent").
Detachment of Rights. Until the earlier to occur of (i) 10 days following a
public announcement that a person or group of affiliated or associated persons
(with certain exceptions, an "Acquiring Person") has acquired beneficial
ownership of 15% or more of the outstanding shares of Common Stock or (ii) 10
business days (or such later date as may be determined by action of the Board
prior to such time as any person or group of affiliated persons becomes an
Acquiring Person) following the commencement of, or announcement of an intention
to make, a tender offer or exchange offer the consummation of which would result
in the beneficial ownership by a person or group of 15% or more of the
outstanding shares of Common Stock (the earlier of such dates being called the
"Distribution Date"), the Rights will be evidenced, with respect to any of the
Common Stock certificates outstanding as of the Record Date, by such Common
Stock certificate together with a copy of this Summary of Rights.
The Rights Agreement provides that, until the Distribution Date (or earlier
expiration of the Rights), the Rights will be transferred with and only with the
Common Stock. Until the Distribution Date (or earlier expiration of the Rights),
new Common Stock certificates issued after the Record Date upon transfer or new
issuances of Common Stock will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier expiration of
the Rights), the surrender for transfer of any certificates for shares of Common
Stock outstanding as of the Record Date, even without such notation or a copy of
this Summary of Rights, will also constitute the transfer of the Rights
associated with the shares of Common Stock represented by such certificates. As
soon as practicable following the Distribution Date, separate certificates
evidencing the Rights ("Right Certificates") will be mailed to holders of record
of the Common Stock as of the close of business on the Distribution Date and
such separate Right Certificates alone will evidence the Rights.
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The Rights are not exercisable until the Distribution Date. The Rights will
expire on May 1, 2008 (the "Final Expiration Date"), unless the Final Expiration
Date is advanced or extended or unless the Rights are earlier redeemed or
exchanged by the Company, in each case as described below.
If any person or group of affiliated or associated persons becomes an
Acquiring Person, each holder of a Right, other than Rights beneficially owned
by the Acquiring Person (which will thereupon become void), will thereafter have
the right to receive upon exercise of a Right that number of shares of Preferred
Stock (which may, at the Board's discretion, be converted into shares of Common
Stock) having the equivalent market value of two times the exercise price of the
Right.
If, after a person or group has become an Acquiring Person, the Company is
acquired in a merger or other business combination transaction or 50% or more of
its consolidated assets or earning power are sold, proper provisions will be
made so that each holder of a Right (other than Rights beneficially owned by an
Acquiring Person, which will have become void) will thereafter have the right to
receive upon the exercise of a Right that number of shares of common stock of
the person or entity with whom the Company has engaged in the foregoing
transaction (or its parent) that at the time of such transaction have a market
value of two times the exercise price of the Right.
At any time after any person or group becomes an Acquiring Person and prior
to the earlier of one of the events described in the previous paragraph or the
acquisition by such Acquiring Person of 50% or more of the outstanding shares of
Common Stock, the Board may exchange the Rights (other than Rights owned by such
Acquiring Person which will have become void), in whole or in part, for shares
of Common Stock or Preferred Stock (or a series of the Company's preferred stock
having equivalent rights, preferences and privileges), at an exchange ratio of
one share of Common Stock, or a fractional share of Preferred Stock (or other
preferred stock) equivalent in value thereto, per Right.
Preferred Shares. Shares of Preferred Stock purchasable upon exercise of
the Rights will not be redeemable. Each share of Preferred Stock will be
entitled, when, as and if declared, to a dividend payment per share equal to an
aggregate dividend of 1000 times the dividend declared per share of Common
Stock. Upon the liquidation, dissolution or winding up of the Company, the
holders of the Preferred Stock will be entitled to a minimum preferential
payment of $1.00 per share (plus any accrued but unpaid dividends) but will be
entitled to an aggregate payment of 1000 times the payment made per share of
Common Stock. Each share of Preferred Stock will have 1000 votes, voting
together with the Common Stock. Finally, upon any merger, consolidation or other
transaction in which outstanding shares of Common Stock are converted or
exchanged, each share of Preferred Stock will be entitled to receive 1000 times
the amount received per share of Common Stock. These Rights are protected by
customary antidilution provisions.
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Because of the nature of the Preferred Stock's dividend, liquidation and
voting rights, the value of the one one-thousandth interest in a share of
Preferred Stock purchasable upon exercise of each Right should approximately the
value of one share of Common Stock.
The offer and sale of the Preferred Shares or Common Shares issuable upon
exercise of the Rights will be registered pursuant to the Securities Act of
1933, as amended; such registration will not become effective until the Rights
become exercisable.
Antidilution and Other Adjustments. The number of shares of Preferred Stock
or other securities or property issuable upon exercise of the Rights, and the
Purchase Price payable, are subject to customary adjustments from time to time
to prevent dilution.
Redemption of Rights. At any time prior to the earlier of (i) the
Distribution Date or (ii) the Final Expiration Date, the Board may redeem all
but not less than all of the then outstanding Rights at a price of $0.01 per
Right (the "Redemption Price"). The redemption of the Rights may be made
effective at such time, on such basis and with such conditions as the Board in
its sole discretion may establish. At the effective time of such redemption, the
right to exercise the Rights will terminate and the only right of the holders of
Rights will be to receive the Redemption Price.
No Rights as Shareholder. 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.
Amendment of Rights. For so long as the Rights are then redeemable, the
Company may, except with respect to the redemption price, amend the Rights
Agreement in any manner. After the Rights are no longer redeemable, the Company
may, except with respect to the redemption price, amend the Rights Agreement in
any manner that does not adversely affect the interests of holders of the
Rights.
This summary description of the Rights does not purport to be complete and
is qualified in its entirety by reference to the Rights Agreement filed herewith
as Exhibit 1, which is hereby incorporated by reference.
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ITEM 2. Exhibits.
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1. Rights Agreement dated as of May 1, 1998 between Diversified Corporate
Resources, Inc. and Harris Trust and Savings Bank which includes the
form of Certificate of Designation for Designating Series A Junior
Participating Preferred Stock, $.10 par value, as Exhibit A, the form
of Right Certificate as Exhibit B and the Summary of Rights to
Purchase Series A Junior Participating Preferred Stock as Exhibit C.
(Incorporated by reference to Exhibit 4.1 of the Company's Form 8-K
filed on May 8, 1998.)
2. Form of Certificate of Designation for Designating Series A Junior
Participating Preferred Stock, $.10 par value (included as Exhibit A
to the Rights Agreement, which is Exhibit 1 hereto).
3. Form of Right Certificate (included as Exhibit B to the Rights
Agreement, which is Exhibit 1 hereto). Pursuant to the Rights
Agreement, printed Right Certificates will not be mailed until as soon
as practicable after the Distribution Date.
4. Form of Summary of Rights to Purchase Series A Junior Participating
Preferred Stock (included as Exhibit C to Rights Agreement filed as
Exhibit 1 hereto) that, together with certificates representing the
outstanding Common Stock of the Company, shall represent the Rights
until the Distribution Date.
5. Specimen of legend to be placed, pursuant to Section 3(c) of the
Rights Agreement, on all new Common Stock certificates issued after
May 8, 1998 and prior to the Distribution Date upon transfer,
exchange or new issuance (included in Section 3(c) of the Rights
Agreement incorporated by reference herein as Exhibit 4.1).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: May 8, 1998
DIVERSIFIED CORPORATE RESOURCES, INC.
By: /s/ M. Ted Dillard
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M. Ted Dillard, President
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EXHIBIT INDEX
Sequentially
Exhibit Number
No. Exhibit Description Page
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1. Rights Agreement dated as of May 1, 1998 between
Diversified Corporate Resources, Inc. and Harris
Trust and Savings Bank which includes the form of
Certificate of Designation for Designating Series A
Junior Participating Preferred Stock, $.10 par value,
as Exhibit A, the form of Right Certificate as Exhibit
B and the Summary of Rights to Purchase Series A
Junior Participating Preferred Stock as Exhibit C.
(Incorporated by reference to Exhibit 4.1 of the
Company's Form 8-K filed on May 8, 1998.)
2. Form of Certificate of Designation for Designating
Series A Junior Participating Preferred Stock, $.10
par value (included as Exhibit A to Rights Agreement
filed as Exhibit 1 hereto).
3. Form of Right Certificate (included as Exhibit B to
Rights Agreement filed as Exhibit 1 hereto). Pursuant
to the Rights Agreement, printed Right Certificates
will not be mailed until as soon as practicable after
the Distribution Date.
4. Form of Summary of Rights to Purchase Series A Junior
Participating Preferred Stock (included as Exhibit C
to Rights Agreement filed as Exhibit 1 hereto) that,
together with certificates representing the
outstanding Common Stock of the Company, shall
represent the Rights until the Distribution Date.
5. Specimen of legend to be placed, pursuant to Section
3(c) of the Rights Agreement, on all new Common Stock
certificates issued after May 8, 1998 and prior to the
Distribution Date upon transfer, exchange or new
issuance (included in Section 3(c) of the Rights
Agreement incorporated by reference herein as Exhibit
1).
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