UNITED STATES
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
ASA INTERNATIONAL LTD.
(Exact name of registrant as specified in its charter)
DELAWARE 02-0398205
(State of incorporation) (I.R.S. Employer
or organization Identification No.)
10 SPEEN STREET, FRAMINGHAM, MA 01701
(Address of principal executive (Zip Code)
offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be registered each class is to be registered
Preferred Stock Purchase Rights National Association of Securities Dealers
Automated Quotation ("NASDAQ")/Small
Cap Market
Securities to be registered pursuant to Section 12(g) of the Act: None
---------------------------
(Title of Class)
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Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
On October 21, 1998, the Board of Directors of the Registrant declared
a dividend distribution of one right (a "Right") for each outstanding share of
the Registrant's common stock, par value $.01 per share ("Common Stock"), to
stockholders of record at the close of business on November 4, 1998 (the "Record
Date"). The Board of Directors of the Registrant also authorized the issuance of
one Right for each share of Common Stock issued after the Record Date and prior
to the earliest of the Distribution Date (as defined below), the redemption of
the Rights and the expiration of the Rights and, in certain circumstances, after
the Distribution Date. Except as set forth below and subject to adjustment as
provided in the Rights Agreement (defined below), each Right entitles the
registered holder to purchase from the Registrant one one-hundreth of a share of
Series A Junior Participating Preferred Stock (the "Preferred Stock"), at a
purchase price of $10 per Right (the "Purchase Price"). The description and
terms of the Rights are set forth in a Rights Agreement, dated as of October 21,
1998 (the "Rights Agreement"), between the Registrant and American Securities
Transfer & Trust, Inc., as Rights Agent.
Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate Rights
Certificates (as defined below) will be distributed. The Rights will separate
from the Common Stock upon the earliest of (i) 10 days following a public
announcement that a person or group (an "Acquiring Person"), together with
persons affiliated or associated with it, has acquired, or obtained the right to
acquire, beneficial ownership of 20% or more of the outstanding shares of Common
Stock (the "Stock Acquisition Date"), (ii) 10 business days (or such later date
as the Board of Directors of the Registrant shall determine) following the
commencement of a tender offer or exchange offer that would result in a person
or group beneficially owning 20% or more of such outstanding shares of Common
Stock, or (iii) 10 business days following a determination by the Board of
Directors of the Registrant that a person (an "Adverse Person"), alone or
together with its affiliates and associates, has become the beneficial owner of
more than 10% of the outstanding Common Stock and that (a) such beneficial
ownership is intended to cause the Registrant to repurchase the Common Stock
beneficially owned by such person or to cause pressure on the Registrant to take
action or enter into transactions intended to provide such person with
short-term financial gain under the circumstances where the Board of Directors
of the Registrant determines that the best long-term interests of the Registrant
would not be served by taking such action or entering into such transactions at
the time or (b) such beneficial ownership is causing or reasonably likely to
cause a material adverse impact on the business or prospects of the Registrant
(the earliest of such dates being called the "Distribution Date").
Until the Distribution Date (or earlier redemption or expiration of
the Rights), (i) the Rights will be transferred with and only with the Common
Stock (except in connection with redemption of the Rights), (ii) new Common
Stock certificates issued after the Record Date upon transfer, replacement or
new issuance of Common Stock 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 will become first exercisable on the Distribution Date and
will expire at the close of business on October 20, 2008 (the "Expiration
Date"), unless earlier redeemed by the Registrant as described below.
Notwithstanding the foregoing, the Rights will not be exercisable after the
occurrence of a Triggering Event (defined below) until the Registrant's right of
redemption has expired.
As soon as practicable after the Distribution Date, separate
certificates evidencing the Rights (the "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, such separate Rights Certificates alone will
evidence the Rights. Except for shares of Common Stock issued or sold after the
Distribution Date pursuant to the exercise of stock options or under any
employee benefit plan or arrangement granted or awarded prior to the
Distribution Date, or the exercise, conversion or exchange of securities issued
by the Registrant, and except as otherwise determined by the Board of Directors,
only shares of Common Stock issued prior to the Distribution Date will be issued
with Rights.
In the event that any person shall become (a) an Acquiring Person
(except (i) pursuant to an offer for all outstanding shares of Common Stock
which the independent directors determine to be fair to and otherwise in the
best interest of the Registrant and its stockholders after receiving advice from
one or more investment banking firms (a "Qualifying Offer") and (ii) for certain
persons who report their ownership on Schedule 13G under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), or on Schedule 13D under the
Exchange Act, provided that they do not state any intention to, or reserve the
right to, control or influence the Registrant and such persons certify that they
became an Acquiring Person inadvertently and they agree that they will not
acquire any additional shares of Common Stock) or (b) an Adverse Person (either
such event is referred to herein as a "Triggering Event"), then the Rights will
"flip- in" and entitle each holder of a Right, except as provided below, to
purchase, upon exercise at the then-current Purchase Price, that number of
shares of Common Stock having a market value of two times such Purchase Price.
Any Rights beneficially owned at any time on or after the earlier of
the Distribution Date and the Stock Acquisition Date by an Acquiring Person, an
Adverse Person or an affiliate or associate of an Acquiring Person or an Adverse
Person (whether or not such ownership is subsequently transferred) will become
null and void upon the occurrence of a Triggering Event, and any holder of such
Rights will have no right to exercise such Rights.
In the event that, following a Stock Acquisition Date, the Registrant
is acquired in a merger or other business combination in which the Common Stock
does not remain outstanding or is changed (other than a merger consummated
pursuant to a Qualifying Offer) or 50% of the assets or earning power of the
Registrant and its Subsidiaries (as defined in the Rights Agreement) (taken as a
whole) is sold or otherwise transferred to any person (other than the Registrant
or any Subsidiary of the Registrant) in one transaction or a series of related
transactions, the Rights will "flip-over" and entitle each holder of a Right,
except as provided in the preceding paragraph, to purchase, upon the exercise of
the Right at the then-current Purchase Price, 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 such Purchase Price.
The Purchase Price is subject to adjustment from time to time to
prevent dilution upon the (i) declaration of a dividend on the Preferred Stock
payable in shares of Preferred Stock, (ii) subdivision of the outstanding
Preferred Stock, (iii) combination of the outstanding Preferred Stock into a
smaller number of shares, (iv) issuance of any shares of the Registrant's
capital stock in a reclassification of the Preferred Stock (including any such
reclassification in connection with a consolidation or merger in which the
Registrant is the continuing or surviving corporation), (v) grant to holders of
the Preferred Stock of certain rights, options, or warrants to subscribe for
Preferred Stock or securities convertible into Preferred Stock at less than the
current market price of the Preferred Stock, or (vi) distribution to holders of
the Preferred Stock of other evidences of indebtedness, cash (other than a
regular quarterly cash dividend payable out of the earnings or retained earnings
of the Registrant), subscription rights, warrants, or assets (other than a
dividend payable in Preferred Stock, but including any dividend payable in stock
other than Preferred Stock).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% of
the Purchase Price.
At any time until the earlier of (i) ten days following the Stock
Acquisition Date and (ii) the Expiration Date, the Registrant may redeem the
Rights in whole, but not in part, at a price of $.01 per Right, subject to
adjustments. The Registrant may, at its option, pay the redemption price in
cash, shares of Common Stock (based on the current market price of the Common
Stock at the time of redemption) or any other form of consideration deemed
appropriate by the Board of Directors of the Registrant. Immediately upon the
action of the Registrant's Board of Directors ordering 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 applicable redemption price. In
addition, after a Triggering Event, at the election of the Board of Directors of
the Registrant, the outstanding Rights (other than those beneficially owned by
an Acquiring Person, Adverse Person or an affiliate or associate of an Acquiring
Person or Adverse Person) may be exchanged, in whole or in part, for shares of
Common Stock, or shares of preferred stock of the Registrant having essentially
the same value or economic rights as such shares of Common Stock. Immediately
upon the action of the Board of Directors of the Registrant authorizing any such
exchange, and without any further action or any notice, the Rights (other than
Rights which are not subject to such exchange) will terminate and such Rights
will only entitle holders to receive the shares issuable upon such exchange.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Registrant, including, without limitation, the
right to vote or to receive dividends. While the distribution of the Rights will
not be taxable to stockholders or to the Registrant, stockholders may, depending
upon the circumstances, recognize taxable income in the event that the Rights
become exercisable for Common Stock (or other consideration) of the Registrant
or for common stock of the acquiring company as set forth above.
At any time prior to the Distribution Date, the Registrant may,
without the approval of any holder of the Rights, supplement or amend any
provision of the Rights Agreement. Thereafter, the Rights Agreement may be
amended only (i) to cure ambiguities, (ii) to correct inconsistent provisions,
(iii) to shorten or lengthen any time period thereunder or (iv) in ways that do
not adversely affect the Rights holders (other than an Acquiring Person or
Adverse Person). From and after the Distribution Date, the Rights Agreement may
not be amended to lengthen (A) a time period relating to when the Rights may be
redeemed at such time as the Rights are not then redeemable, or (B) any other
time period unless such lengthening is for the purpose of protecting, enhancing
or clarifying the rights of, and/or the benefits to, the holders of Rights
(other than an Acquiring Person or Adverse Person).
As of October 15, 1998, there were 3,373,462 shares of Common Stock
outstanding (excluding shares held in Treasury). Each outstanding share of
Common Stock on the Record Date will receive one Right. Until the Distribution
Date, the Registrant will issue one Right with each share of Common Stock that
shall become outstanding so that all such shares will have attached Rights.
Sixty thousand (60,000) shares of Preferred Stock have been reserved for
issuance upon exercise of the Rights.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the
Registrant on terms not approved by the Registrant's Board of Directors. The
Rights should not interfere with any merger or other business combination
approved by the Board of Directors of the Registrant since the Board of
Directors may, at its option, at any time until ten days following the Stock
Acquisition Date, redeem all, but no less than all, of the then outstanding
Rights at the applicable redemption price.
The foregoing summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights Agreement
(which includes as Exhibit B the Form of Rights Certificate), a copy of which is
incorporated herein by reference to Exhibit 1 to this registration statement.
Copies of the Rights Agreement will be available free of charge from the
Registrant.
Item 2. EXHIBITS
The following exhibit was filed with the Registrant's Form 8-K on
November 4, 1998 and is incorporated herein by reference.
Rights Agreement, dated as of October 21, 1998, between the
Registrant and American Securities Transfer & Trust, Inc., as
Agent, which includes as Exhibit B thereto the Form of Rights
Certificate.....................................................4
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.
November 4, 1998 ASA INTERNATIONAL LTD.
(Registrant)
By: /S/ TERRENCE C. MCCARTHY
----------------------------
Terrence C. McCarthy,
Vice President and
Corporate Secretary
<PAGE>
EXHIBIT INDEX
DESCRIPTION EXHIBIT
Rights Agreement, dated as of October 21,
1998, between the Registrant and American
Securities Transfer & Trust, Inc., as Rights
Agent, which includes as Exhibit B
thereto the Form of Rights Certificate.......................... 4*
* Filed with the Registrant's Form 8-K on November 4, 1998 and incorporated
herein by reference.
