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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
HERBALIFE INTERNATIONAL, INC.
(Exact name of registrant as specified in charter)
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NEVADA 0-15712 22-2695420
(State of incorporation or organization) (Commission File Number) (IRS Employer Identification No.)
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1800 CENTURY PARK EAST, LOS ANGELES, CALIFORNIA 90067
(Address of principal executive offices)
Registrant's telephone number, including area code: (310) 410-9600
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If this form relates to the registration of a If this form relates to the registration of
class of securities pursuant to a class of securities pursuant to Section 12(g)
Section 12(b) of the Exchange Act and is of the Exchange Act and is effective pursuant
effective pursuant to General Instruction A.(c), to General Instruction A.(d), please check
please check the following box. [ ] the following box. [X]
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SECURITIES TO BE REGISTERED PURSUANT TO
SECTION 12(B) OF THE ACT:
NONE
(Title of Class)
SECURITIES TO BE REGISTERED PURSUANT TO
SECTION 12(g) OF THE ACT:
PREFERRED SHARE PURCHASE RIGHTS
(Title of Class)
Item 1. Description of the Registrant's Securities to be Registered.
On July 27, 2000, the Board of Directors of Herbalife International,
Inc. (the "Company") declared a dividend of one preferred share purchase right
(a "Right") for each share of Class A Common Stock, $.01 par value per share and
for each share of Class B Common Stock, $.01 par value per share (collectively,
the "Common Shares"), of the Company. The dividend is payable on August 21, 2000
(the "Record Date") to stockholders of record at the close of business on that
date. As long as the Rights are attached to the Common Shares, the Company will
issue one Right (subject to adjustment) with each new Common Share so that all
such shares will have attached Rights. When exercisable, each Right will entitle
the registered holder to purchase from the Company one one-hundredth of
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a share of Series A Junior Participating Preferred Stock (the "Preferred
Shares") at a price of $40.00 per one one-hundredth of a Preferred Share,
subject to adjustment (the "Purchase Price"). The description and terms of the
Rights are set forth in a Rights Agreement, dated as of July 27, 2000, as the
same may be amended from time to time (the "Agreement"), between the Company and
U. S. Stock Transfer Corporation, as Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) ten (10) days following a public
announcement that a person or group of affiliated or associated persons has
acquired, or obtained the right to acquire, beneficial ownership of 15% or more
of the Common Shares or 15% or more of the Class A Common Stock (an "Acquiring
Person") or (ii) ten (10) business days (or such later date as may be determined
by action of the Board of Directors prior to such time as any person or group of
affiliated persons becomes an Acquiring Person) following the commencement 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 Common Shares or 15% or more of the Class A Common
Stock (the earlier of (i) and (ii) being called the "Distribution Date"), the
Rights will be evidenced, with respect to any of the Common Share certificates
outstanding as of the Record Date, by such Common Share certificate together
with a copy of this Summary of Rights.
The Agreement provides that until the Distribution Date (or earlier
redemption exchange, termination, or expiration of the Rights), the Rights will
be transferred with and only with the Common Shares. Until the Distribution Date
(or earlier redemption or expiration of the Rights), new Common Share
certificates issued after the close of business on the Record Date upon transfer
or new issuance of the Common Shares will contain a notation incorporating the
Agreement by reference. Until the Distribution Date (or earlier redemption,
exchange, termination or expiration of the Rights), the surrender for transfer
of any certificates for Common Shares, with or without such notation or a copy
of this Summary of Rights, will also constitute the transfer of the Rights
associated with the Common Shares represented by such certificate. 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 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 August 21, 2010, subject to the Company's right to extend such
date (the "Final Expiration Date"), unless earlier redeemed or exchanged by the
Company or terminated.
Each Preferred Share purchasable upon exercise of the Rights will be
entitled, when, as and if declared, 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, if any, declared per share of Class B Common Stock. In the
event of liquidation, dissolution or winding up of the Company, the holders of
the Preferred Shares will be entitled to a minimum preferential liquidation
payment of $100 per share (plus any accrued but unpaid dividends) but will be
entitled to an aggregate payment of 100 times the payment made per Common Share.
With certain limited exceptions, the Preferred Shares will not have voting
rights. Finally, in the event of any merger, consolidation or other transaction
in which Common Shares are exchanged, each Preferred Share will be entitled to
receive 100 times the amount received
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per Common Share. Preferred Shares will not be redeemable. These rights are
protected by customary antidilution provisions. Because of the nature of the
Preferred Share's dividend, liquidation and voting rights, the value of one
one-hundredth of a Preferred Share purchasable upon exercise of each Right
should approximate the value of one share of Class B Common Stock.
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
or warrants to subscribe for or purchase Preferred Shares or convertible
securities at less than the current market price of the Preferred Shares or
(iii) upon the distribution to holders of the Preferred Shares of evidences of
indebtedness, cash, securities or assets (excluding regular periodic cash
dividends at a rate not in excess of 125% of the rate of the last regular
periodic cash dividend theretofore paid or, in case regular periodic cash
dividends have not theretofore been paid, at a rate not in excess of 50% of the
average net income per share of the Company for the four quarters ended
immediately prior to the payment of such dividend, or dividends payable in
Preferred Shares (which dividends will be subject to the adjustment described in
clause (i) above)) or of subscription rights or warrants (other than those
referred to above).
In the event that a Person becomes an Acquiring Person or if the Company
were the surviving corporation in a merger with an Acquiring Person or any
affiliate or associate of an Acquiring Person and the Common Shares were not
changed or exchanged, each holder of a Right, other than Rights that are or were
acquired or beneficially owned by the Acquiring Person (which Rights will
thereafter be void), will thereafter have the right to receive upon exercise
that number of shares of Class B Common Stock having a market value of two times
the then current Purchase Price of the Right. In the event that, after a person
has become an Acquiring Person, the Company were acquired in a merger or other
business combination transaction or more than 50% of its assets or earning power
were sold, proper provision shall be made so that each holder of a Right shall
thereafter have the right to receive, upon the exercise thereof at the then
current Purchase Price of the Right, that number of shares of common stock of
the acquiring company which at the time of such transaction would have a market
value of two times the then current Purchase Price of the Right.
At any time after a Person becomes an Acquiring Person and prior to the
earlier of one of the events described in the last sentence of the previous
paragraph or the acquisition by such Acquiring Person of 50% or more of the
outstanding Common Shares or 50% or more of the outstanding Class A Common
Stock, the Board of Directors may cause the Company to exchange the Rights
(other than Rights owned by an Acquiring Person which will have become void), in
whole or in part, for shares of Class B Common Stock at an exchange rate equal
to that number of shares of Class B Common Stock having an aggregate value equal
to the Spread (as defined) on the date of the occurrence of a Trigger Event.
No adjustment in the Purchase Price will be required until cumulative
adjustments require an adjustment of at least 1% in such Purchase Price. No
fractional Preferred Shares or Common Shares will be issued (other than
fractions of Preferred Shares which are
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integral multiples of one one-hundredth of a Preferred Share, which may, at the
election of the Company, be evidenced by depository receipts), and in lieu
thereof, a payment in cash will be made based on the market price of the
Preferred Shares or Common Shares on the last trading date prior to the date of
exercise.
The Rights may be redeemed in whole, but not in part, at a price of $.01
per Right (the "Redemption Price") by the Board of Directors at any time prior
to the time that an Acquiring Person has become such. 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.
Immediately upon any redemption of the Rights, the right to exercise the Rights
will terminate and the only right of the holders of Rights will be to receive
the Redemption Price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company beyond those as an existing stockholder,
including, without limitation, the right to vote or to receive dividends.
Any of the provisions of the Agreement may be amended by the Board of
Directors of the Company for so long as the Rights are then redeemable, and
after the Rights are no longer redeemable, the Company may amend or supplement
the Agreement in any manner that does not adversely affect the interests of the
holders of the Rights (other than an Acquiring Person or an affiliate or
associate of an Acquiring Person). Without limiting the foregoing, at any time
prior to such time as any Person becomes an Acquiring Person, the Company and
the Rights Agent may amend this Agreement to lower the thresholds set forth
above to not less than the greater of (i) the largest percentage of the
outstanding Class A Common Stock or Common Shares then known by the Company to
be beneficially owned by any Person (other than an Exempt Person and an Existing
Holder) and (ii) 10%.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Company's Board of Directors, except pursuant to an
offer conditioned on a substantial number of Rights being acquired. The Rights
should not interfere with any merger or other business combination that is
approved by the Board of Directors prior to the time that an Acquiring Person
has become such since the Rights may be redeemed by the Company at the
Redemption Price prior to such event.
The Agreement, dated as of July 27, 2000 between the Company and the
Rights Agent, specifying the terms of the Rights, is attached hereto as an
exhibit and is incorporated herein by reference. The foregoing description of
the Rights is qualified in its entirety by reference to such exhibit. The
Certificate of Designations of Series A Junior Participating Preferred Stock is
attached as Exhibit A to the Agreement. The foregoing description of the Series
A Junior Participating Preferred Stock is qualified in its entirety by reference
to such exhibit.
Item 2. Exhibits.
1. Rights Agreement, dated as of July 27, 2000, between the Company and U.
S. Stock Transfer Corporation, which includes the form of Certificate of
Designations of
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Series A Junior Participating Preferred Stock as Exhibit A, the form of
Right Certificate as Exhibit B and the Summary of Rights to Purchase
Preferred Shares as Exhibit C. Pursuant to the Rights Agreement, printed
Right Certificates will not be mailed until the earlier to occur of (i)
ten (10) days following a public announcement that a person or group of
affiliated or associated persons has acquired, or obtained the right to
acquire, beneficial ownership of 15% or more of the Common Shares or 15%
or more of the Class A Common Stock or (ii) ten (10) business days (or
such later date as may be determined by action of the Board of Directors
prior to such time as any person or group of affiliated persons has
acquired, or obtained the right to acquire, beneficial ownership of 15%
or more of the Common Shares or 15% or more of the Class A Common Stock)
following the commencement 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
Common Shares or 15% or more of the Class A Common Stock.
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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.
HERBALIFE INTERNATIONAL, INC.
Date: August 2, 2000 By: /s/ TIMOTHY GERRITY
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Name: Timothy Gerrity
Title: Executive Vice President and Chief
Financial Officer
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EXHIBIT INDEX
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EXHIBIT NUMBER DOCUMENT DESCRIPTION
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1 Rights Agreement, dated as of July 27, 2000,
between the Company and U. S. Stock Transfer
Corporation, which includes the form of
Certificate of Designations of Series A Junior
Participating Preferred Stock as Exhibit A, the
form of Right Certificate as Exhibit B and the
Summary of Rights to Purchase Preferred Shares
as Exhibit C. Pursuant to the Rights Agreement,
printed Right Certificates will not be mailed
until the earlier to occur of (i) ten (10) days
following a public announcement that a person or
group of affiliated or associated persons has
acquired, or obtained the right to acquire,
beneficial ownership of 15% or more of the
Common Shares or 15% or more of the Class A
Common Stock or (ii) ten (10) business days (or
such later date as may be determined by action
of the Board of Directors prior to such time as
any person or group of affiliated persons has
acquired, or obtained the right to acquire,
beneficial ownership of 15% or more of the
Common Shares or 15% or more of the Class A
Common Stock) following the commencement 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
Common Shares or 15% or more of the Class A
Common Stock.
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