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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
JUNE 6, 2000
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(Date of Report)
MAY 16, 2000
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(Date of earliest event reported)
POLAROID CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation)
1-4085
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(Commission File Number)
04-1734655
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(IRS Employer Identification No.)
784 MEMORIAL DRIVE, CAMBRIDGE, MASSACHUSETTS 02139
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(Address of principal executive offices) (Zip Code)
(781) 386-2000
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(Registrant's telephone number, including area code)
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Item 5. Other Events.
On May 16, 2000, the Board of Directors of the Company amended the
by-laws of the Company. A copy of the Amended and Restated By-Laws, dated as
May 16, 2000 is attached hereto as Exhibit 1. The material provisions of such
amendments effected the following: (1) changing the time frame within which a
stockholder may submit proposals for consideration and nomimations of persons
for election to the Board of Directors at an annual meeting from any time
prior to ninety days before such meeting to a time not less than sixty days
or more than ninety days prior to the date the Company first mailed its proxy
circular for the preceding year's annual meeting; (2) specifying that notice
for such proposals must be provided no later than the later of the 90th day
prior to the annual meeting or the tenth day following the day of the public
announcement of the meeting if the annual meeting is advanced or delayed more
than thirty days from the anniversary of the prior year's meeting, instead of
the twenty days currently required; (3) specifying that, in accordance with
applicable law, the Board may designate its duties to committees as it deems
advisable (and if any member of such committee is absent or disqualified, the
remaining members may appoint another member of the Board to act a meeting of
such committee in the place of such absent or disqualified member); (4)
specifying that the Board may delegate any powers or duties permitted by law
to any officer or agent; (5) clarifying that a determination of
indemnification shall be made by (a) a majority vote of the directors not
party to such action (even if less than quorum), (b) a committee of such
directors designated by majority vote of such directors (even if less than
quorum) or (c) if no such directors exist, by independent legal counsel in a
written opinion or (d) by the stockholders; and (6) permitting Board members
to receive notice of telephone meetings by facsimile or telephone. In
addition, the amendments effected certain other "housekeeping" changes to the
by-laws. The foregoing is a summary of certain changes made to the By-Laws
and does not purport to be complete. For the full details of these and other
provisions, reference should be made to the Amended and Restated By-Laws.
On May 16, 2000, the Board of Directors of Polaroid Corporation (the
"Company") declared a dividend, with a record date and distribution date of July
1, 2000, for each share of Common Stock, par value $1 per share, in the form of
a Right to purchase one one-hundredth (1/100th) of a share of Series B
Participating Cumulative Preferred Stock, par value $1 per share, of the Company
(the "Preferred Shares") at a price of $200 (the "Purchase Price"). An identical
Right also attaches to all Common Shares issued after the initial dividend
disbursement. The Rights expire on July 1, 2001. The Rights are substantially
identical to the Company's outstanding stockholder rights that expire in
accordance with their terms on July 1, 2000. The description and terms of the
Rights are set forth in a Rights Agreement (the "Rights Agreement") between the
Company and [--], as Rights Agent (the "Rights Agent"). A copy of the form of
Rights Agreement is attached hereto as Exhibit 2. Capitalized terms not defined
herein shall have their meaning as set forth in the Rights Agreement.
The Rights do not in themselves represent any value separate from the
Common Stock and are not exercisable until the occurrence of a "Distribution
Date." A Distribution Date is defined as the earlier of (i) the tenth day after
the first public disclosure that any person or group (including an Affiliate or
Associate of such group) acquired beneficial ownership or the right to
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acquire ownership of 20% or more of the outstanding Common Stock (such person or
group being called an "Acquiring Person"), (ii) the occurrence of any
"Triggering Event" or (iii) ten days after (or such later date as the Board may
determine) the commencement or an announcement of an intention to commence a
tender or exchange offer the consummation of which would result in the
beneficial ownership of 30% or more of the outstanding Common Stock. A
Triggering Event is generally defined as the earliest date on which an Acquiring
Person engages in certain self-dealing transactions with the Company
A person is deemed to be an Acquiring Person if such person, together
with all Affiliates and Associates of such person, directly or indirectly,
beneficially owns 20% or more of the outstanding Common Stock. "Affiliate" is
defined in the Agreement to mean a person that directly, or indirectly through
one or more intermediaries, controls, or is controlled by, or is under common
control with, the person specified.
Until a Distribution Date, after which the Rights become exercisable,
each certificate of Common Stock also represents one Right and is registered in
the name of the holders thereof. The Rights trade with the Common Stock and are
not required to be evidenced by a separate ownership certificate. Until a Right
is exercised, the holder thereof, as such, will have no rights as a stockholder
of the Company, including, without limitation, the right to vote or to receive
dividends. Following a Distribution Date, the Rights will trade separately from
the Common Stock, and separate certificates of representation will be issued as
soon as practicable. These separate Rights Certificates will thereafter evidence
the Rights.
Rights beneficially owned by holders of 20% or more of the outstanding
shares of Common Stock are not exercisable under any conditions and will be null
and void upon the occurrence of a Triggering Event.
After the Distribution Date, the Rights can become valuable under
various circumstances in which the payment of the Purchase Price will entitle
the holder thereof to more than one fraction of a share of Series B Preferred
Stock. A merger or other business combination to which the Company is a party,
or the sale, lease, exchange or other transfer (in one or more transaction) of
50% of its assets or assets representing 50% or more of its earning power
constitutes such a circumstance. If the Company is the surviving entity in such
a transaction, each Right would then entitle the holder to purchase for the
Purchase Price Common Stock of the Company with a market value of two times the
Purchase Price. If the Company is not the surviving entity in such a
transaction, then each Right would entitle the holder to purchase for the
Purchase Price capital stock or other securities of the acquiring entity or an
affiliate with publicly-traded common shares, having a market value of two times
the Purchase Price.
The Rights also become valuable in the event an Acquiring Person (i)
acquires beneficial ownership of 20% or more of the outstanding shares of Common
Stock, unless pursuant to an all cash tender offer for all outstanding shares of
Common Stock determined by a majority of the Disinterested Directors to be at a
price and on other terms and conditions that are fair and adequate and in the
best interest of the Company's stockholders (other than any Person or any
Affiliate or Associate thereof on whose behalf such tender offer was made); or
(ii) engages in certain "self-dealing" transactions with the Company. In the
case of either of such events, each
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Right will thereafter entitle the holder of the Right to purchase for the
Purchase Price that number of shares (or fractions thereof) of Series B
Preferred Stock equivalent to the number of shares of Common Stock which at the
time of the transaction will have a market value of two times the Purchase
Price.
The Rights may be redeemed only in whole, but not in part, at a price
of $.05 per Right (the "Redemption Price") by the Board at its option any time
prior to the earlier of (i) such time as any Person becomes an Acquiring Person
or (ii) the date upon which the Rights expire by terms of the Agreement.
However, in the event the Company receives an Offer (as defined below), the
Company can only redeem the Rights by way of shareholder action taken at a
special meeting of shareholders called by the Board for the purpose of voting on
a resolution requesting the Board to accept such Offer and which must be held
not less than 90 and more than 120 days after the date the Offer is received.
Such shareholder action requires the affirmative vote of a majority of all
shares of Common Stock and any other stock entitled to vote in the election of
directors and management affairs of the Company, and is effective immediately
prior to the consummation of any tender offer consummated within 60 days after
the special meeting at a price per share equal to or greater than the price and
with terms no less favorable to those contained in the resolution adopted at the
special meeting. An "Offer" is defined in the Rights Agreement as a written
proposal delivered to the Company by any person which (i) provides for the
acquisition of all the outstanding shares of stock entitled to voting rights
held by any person other than the Offeror on the same terms for consideration
that is at least 80% cash; (ii) is accompanied by a written opinion of a
nationally recognized investment banking firm stating that the price to be paid
is fair and includes any written presentation showing the range of values
underlying such conclusion; (iii) is accompanied by written financing
commitments for the full amount of all financing together with all materials
used in the credit decision; (iv) requests the Company to call a special meeting
and contains the written agreement of the Offeror to pay at least one-half of
the Company's costs of such special meeting; (v) is conditioned upon a
commitment of the Offeror to purchase a majority of voting stock pursuant to the
Offer; (vi) such offer by its terms (a) remains open for at least 20 business
days after the special meeting and an additional 10 business days after any
change in price and (b) provides that after its consummation the Offeror commits
either to offer to acquire within 30 business days all the remaining shares at
the same price as paid in the Offer or to initiate within 50 business days and
consummate promptly thereafter a merger providing such same price for all
remaining shares; and (vii) is made by and on behalf of an Offeror which is not
a foreign issuer. In the determination of the Offer's fairness, the Board
retains the authority to reject, advise the shareholders to reject, or take
other action in response to the Offer necessary to the exercise of its fiduciary
duties.
Immediately upon shareholder adoption of a resolution approving the
Board's acceptance of an Offer, the ability of the Board to redeem the Rights
will terminate and the only existing right of a holder shall be to receive the
redemption price for the Rights.
At any time prior to the Distribution Date, the Company may supplement
or amend any provision of the Rights Agreement without the approval of any
holders of the Rights. From and after the Distribution Date, the Company may
amend the Rights Agreement without the approval of any holders of the Rights to
(i) cure any ambiguity or correct any defective provision or (ii)
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make any other necessary or desirable changes which shall not adversely affect
the interests of the holders of the Rights.
The Rights Agreement contains a limited exception for an inadvertent
triggering of the Rights by a third party who has acquired 20% or more of the
Company's outstanding Common Stock solely for investment purposes but has no
intention of changing or influencing control of the Company. If the Board makes
a good faith determination that such person has become an Acquiring Person
inadvertently, this exception permits such person to divest itself of a
sufficient number of shares as promptly as practicable so that such person will
no longer be deemed an Acquiring Person.
The inadvertent trigger exception also provides that the Company's
repurchase and reduction of the number of common shares outstanding that raises
the proportion of shares of Common Stock beneficially owned by a person as well
as its Affiliates and Associates to more than 20% but less than 25% or more will
not cause such person to become an Acquiring Person or require such person to
divest itself of any shares and will not trigger the Rights. However, in the
event such person thereafter acquires any additional shares resulting in
beneficial ownership of 20% or more of the Common Stock then outstanding, such
person will trigger the Rights and become an Acquiring Person. Furthermore, if
the Company's acquisition of Common Shares causes a Person to beneficially own
25% or more of the then outstanding Common Stock, such Person must divest itself
as promptly as practicable of a sufficient number of shares to own less than 25%
of the outstanding Common Stock to avoid becoming an Acquiring Person. Such
Person will also be subject to prohibitions upon the acquisition of additional
Common Shares resulting in beneficial ownership of 20% or more of the
outstanding Common Stock.
A copy of the form of Rights Agreement is attached hereto as Exhibit 2.
A copy of the form of Rights Agreement is available free of charge from the
Company. 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
incorporated herein by reference.
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Item 7. (c) Exhibits
Exhibit 1 Amended and Restated By-Laws of Polaroid Corporation dated as of
May 16, 2000.
Exhibit 2 Form of Rights Agreement dated as of July 1, 2000 between Polaroid
Corporation and [--], as Rights Agent.
SIGNATURES
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.
POLAROID CORPORATION
By /s/ NEAL G. GOLDMAN
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Name: Neal G. Goldman
Title: Vice President,
General Counsel and
Secretary
Dated: June 6, 2000
