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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
THE SPORTSMAN'S GUIDE, INC.
(Exact name of registrant as specified in its charter)
Minnesota 41-1293081
(State of incorporation or organization ) (I.R.S. Employer
Identification No.)
411 Farwell Avenue, South St. Paul, Minnesota 55075
(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), check the following box. [ X ]
Securities Act registration statement file number to which this form
relates: _______ (if applicable).
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
None None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock Purchase Rights
(Title of class)
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Item 1. Description of Registrant's Securities to be Registered.
On May 11, 1999, the Board of Directors of The Sportsman's Guide, Inc.
(the "Company") declared a dividend distribution of one Right for each
outstanding share of the Company's common stock, $.01 par value ("Common
Stock"), to shareholders of record at the close of business on May 21, 1999.
Each Right entitles the registered holder to purchase from the Company one share
of Common Stock at a purchase price (the "Purchase Price") of $50 per share of
Common Stock, subject to adjustment. The description and terms of the Rights are
set forth in a Rights Agreement (the "Rights Agreement") dated as of May 11,
1999 between the Company and Norwest Bank Minnesota, N.A., 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 the
Distribution Date will occur upon the earlier of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons (with
such exceptions as are set forth in the Rights Agreement) (an "Acquiring
Person") has acquired, or obtained the right to acquire, beneficial ownership of
15% or more of the outstanding shares of Common Stock (the "Stock Acquisition
Date"), or (ii) 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
becomes an Acquiring Person) following the commencement of or announcement of an
intention to make a tender or exchange offer, which, if consummated, would
result in a person or group becoming the beneficial owner of 15% or more of the
outstanding shares of Common Stock.
Until the Distribution Date, (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 21, 1999
will contain a notation incorporating the Rights Agreement by reference and
(iii) the surrender for transfer of any certificates for Common Stock
outstanding will also constitute the transfer of the Rights associated with the
Common Stock represented by such certificate.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on May 11, 2009, unless earlier redeemed by the
Company as described below.
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. Except as otherwise provided in
the Rights Agreement, only shares of Common Stock issued prior to the
Distribution Date will be issued with Rights.
In the event that, at any time following the Distribution Date, a
person or group becomes an Acquiring Person, each holder of a Right will
thereafter have the right to receive, upon exercise, Common Stock having a
market value equal to two times the Purchase Price of the Right. If an
insufficient number of shares of Common Stock is authorized for issuance, then
the Board would be required to substitute cash, property or other securities of
the Company for the Common Stock. Notwithstanding any of the foregoing,
following the occurrence of the event set forth in this paragraph, all rights
that are, or (under certain circumstances specified in the Rights
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Agreement) were, beneficially owned by any Acquiring Person will be null and
void. However, Rights are not exercisable following the occurrence of the
event set forth in this paragraph until such time as the Rights are no longer
redeemable by the Company as set forth below.
For example, at an exercise price of $50 per Right, each Right not
owned by an Acquiring Person (or by certain related parties) following an event
set forth in the preceding paragraph would entitle its holder to purchase $100
worth of Common Stock (or other consideration, as noted above) at a purchase
price per share equal to 50% of the then current market price of a share of
Common Stock. Assuming that the Common Stock had a per share value of $10 at
such time, the holder of each valid Right would be entitled to purchase ten
shares of Common Stock for $50.
In the event that, at any time following the Stock Acquisition Date,
(i) the Company is acquired in a merger or other business combination
transaction in which the Company is not the surviving corporation, or (ii) 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 to receive, upon exercise, common stock
of the acquiring company having a market value equal to two times the Purchase
Price (i.e., at a 50% discount from the then current market price of such common
stock). 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 shares of Common 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 shares of
Common Stock, (ii) if holders of the Common Stock are granted certain rights,
options or warrants to subscribe for Common Stock or convertible securities at
less than the current market price of the Common Stock, or (iii) upon the
distribution to holders of the Common Stock of evidences of indebtedness or
assets (excluding regular quarterly cash dividends) or of subscription rights or
warrants (other than those referred to above).
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 shares of Common Stock will be issued. In lieu thereof,
there shall be paid to registered holders of Rights Certificates an amount in
cash based on the market price of the shares of Common Stock on the last trading
day prior to the date of exercise.
At any time after any person or group becomes an Acquiring Person and
prior to the acquisition by such person or group of 50% or more of the
outstanding shares of Common Stock, the Board of Directors of the Company may
exchange the Rights (other than Rights owned by such person or group which will
have become void), in whole or in part, at an exchange ratio of one share of
Common Stock (or other equity securities of the Company having equivalent
rights, preferences and privileges), per Right (subject to adjustment).
In general, the Company may redeem the Rights in whole, but not in
part, at a price of $.001 per Right (subject to adjustment and payable in cash,
Common Stock or other consideration deemed appropriate by the Board of
Directors) at any time until ten days following the Stock
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Acquisition Date. Immediately upon the action of the Board of Directors
authorizing any redemption, 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 shareholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
result in the recognition of taxable income by shareholders or the Company,
shareholders may, depending upon the circumstances, recognize taxable income
after a Triggering Event.
The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights, including an amendment
to lower certain thresholds described above to not less than the greater of (i)
the sum of .001% and the largest percentage of the outstanding shares of Common
Stock then known to the Company to be beneficially owned by any person or group
of affiliated or associated persons and (ii) 10%, except that from and after
such time as any person or group of affiliated or associated persons becomes an
Acquiring Person no such amendment may adversely affect the interests of the
holders of the Rights.
One Right will be distributed for each share of Common Stock
outstanding at the close of business on May 21, 1999 and for each share of
Common Stock issued after that date until the earlier of the Distribution Date
or the redemption, exchange or expiration of the Rights. In certain
circumstances, Rights may be issued in connection with shares of Common Stock
issued after the Distribution Date. The Company has initially reserved 6,100,000
shares of Common Stock for issuance upon exercise of the Rights. As of May 11,
1999, there were 4,747,810 shares of Common Stock outstanding and 1,396,817
shares of Common Stock reserved for issuance under stock option plans and
outstanding warrants.
The Rights have certain anti-takeover effects. The Rights may cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Board of Directors of the Company, 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
approved by the Board of Directors prior to the time that a person or group has
acquired beneficial ownership of 15% or more of the outstanding shares of Common
Stock, since until ten days after such time the Rights may be redeemed by the
Company at $.001 per Right.
A copy of the Rights Agreement is available free of charge from the
Company. This description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement, which is filed
herewith as an exhibit and incorporated herein by reference.
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Item 2. Exhibits.
1 Rights Agreement dated as of May 11, 1999 between The
Sportsman's Guide, Inc. and Norwest Bank Minnesota, N.A., as
Rights Agent, which includes as Exhibit A the form of Rights
Certificate (incorporated by reference to Exhibit 4.1 to the
Company's current report on Form 8-K dated May 11, 1999, File
No. 0-15767).
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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.
THE SPORTSMAN'S GUIDE, INC.
Date: May 11, 1999 By /s/ Gary Olen
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Gary Olen
Chairman and
Chief Executive Officer
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EXHIBIT INDEX
Exhibit Description
1 Rights Agreement dated as of May 11, 1999 between The
Sportsman's Guide, Inc. and Norwest Bank Minnesota, N.A., as
Rights Agent, which includes as Exhibit A the form of Rights
Certificate (incorporated by reference to Exhibit 4.1 to the
Company's current report on Form 8-K dated May 11, 1999, File
No. 0-15767).
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