SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
APA Optics, Inc.
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(Exact name of registrant as specified in its charter)
Minnesota 41-1347235
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(State of Incorporation or Organization) (IRS Employer Identification No.)
2950 NE 84th Lane, Blaine, Minnesota 55434
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(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), please check the following box. [ ]
Securities Act registration statement file number to which this form
relates: N/A.
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act:
Series B Preferred Share Purchase Rights
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(Title of class)
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(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On October 23, 2000, the Board of Directors of APA Optics, Inc. (the
"Company"), declared a dividend of one preferred share purchase right (a
"Right") for each outstanding share of Common Stock, par value $.01 per share
(the "Common Shares"), of the Company. The dividend is payable on November 13,
2000 (the "Record Date") to shareholders of record on that date.
Each Right entitles the registered holder to purchase from the Company
one one-hundredth of a Series B Junior Participating Preferred Share, par value
$.01 per share (the "Series B Preferred Shares"), of the Company at a price of
$80.00 per one one-hundredth of a Series B Preferred Share (the "Purchase
Price"), subject to adjustment. The description and terms of the Rights are set
forth in a Share Rights Agreement (the "Rights Agreement"), dated as of October
23, 2000, between the Company and Wells Fargo Bank Minnesota, N.A., as Rights
Agent (the "Rights Agent").
Initially, the Rights will attach to all certificates representing
Common Shares then outstanding and no separate Right Certificates will be
distributed. The Rights will separate from the Common Shares and a Distribution
Date for the Rights will occur, subject to certain exceptions, upon the earlier
of:
(i) the close of business on the fifteenth day following a
public announcement that a person or group of affiliated or associated persons
has become an "Acquiring Person" (i.e., has become, subject to certain
exceptions, the beneficial owner of 15% or more of the outstanding Common
Shares); or
(ii) the close of business on the fifteenth day following the
commencement or public announcement of a tender offer or exchange offer the
consummation of which would result in a person or group of affiliated or
associated persons becoming, subject to certain exceptions, the beneficial owner
of 15% or more of the outstanding Common Shares.
Until the Distribution Date,
(i) the Rights will be evidenced by the Common Share
certificates and will be transferred with and only with the Common Shares,
(ii) new Common Share certificates issued after the Record
Date upon transfer or new issuance of the Common Shares will contain a notation
incorporating the Rights Agreement by reference, and
(iii) the surrender for transfer of any Common Share
certificate, even without such notation or a copy of this Summary of Rights
attached thereto, will also constitute the transfer of the Rights associated
with the Common Shares represented by such certificate.
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As promptly 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 November 13, 2010, unless extended or earlier redeemed or
exchanged by the Company as described below.
The Purchase Price payable, and the number of Series B 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 Series B Preferred Shares,
(ii) upon the grant to holders of the Series B Preferred
Shares of certain rights, options or warrants to subscribe for or purchase
Series B Preferred Shares or convertible securities at less than the then
current market price of the Series B Preferred Shares, or
(iii) upon the distribution to holders of the Series B
Preferred Shares of evidences of indebtedness or assets (excluding regular
periodic cash dividends or dividends payable in Series B Preferred Shares) or of
subscription rights or warrants (other than those described in clause (ii)
hereof).
The number of Series B Preferred Shares issuable upon the exercise of a
Right is also subject to adjustment in the event of a dividend on Common Shares
payable in Common Shares, or a subdivision, combination or consolidation of the
Common Shares.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
the Purchase Price. No fractional Series B Preferred Shares will be issued
(other than fractional shares which are integral multiples of one one-hundredth
(subject to adjustment) of a Series B Preferred Share, which may, at the
election of the Company, be evidenced by depositary receipts) if in lieu thereof
a payment in cash is made based on the closing price (pro-rated for the
fraction) of the Series B Preferred Shares on the last trading date prior to the
date of exercise.
In the event that any person or group of affiliated or associated
persons becomes an Acquiring Person, proper provision shall be made so that each
holder of a Right, other than Rights that are or were beneficially owned by the
Acquiring Person (which will thereafter be void), will thereafter have the right
to receive upon exercise thereof at the then current exercise price of the Right
that number of Common Shares having a market value of two times the exercise
price of the Right, subject to certain possible adjustments. For example, if the
exercise price were $80, each holder of a Right would be entitled to purchase
$160 in market value of Common Shares for $80.
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In the event that, after the Distribution Date or within 15 days prior
thereto, the Company is acquired in certain mergers or other business
combination transactions or 50% or more of the assets or earning power of the
Company and its subsidiaries (taken as a whole) are sold after the Distribution
Date or within 15 days prior thereto in one transaction or a series of related
transactions, each holder of a Right (other than Rights which have become void
under the terms of the Rights Agreement) will thereafter have the right to
receive, upon exercise thereof at the then current exercise price of the Right,
that number of common shares of the acquiring company (or, in certain cases, one
of its affiliates) having a market value of two times the exercise price of the
Right. Thus, if the exercise price were $80, each holder of a Right would be
entitled to purchase $160 in market value of common shares of the acquiring
company for $80.
In certain events specified in the Rights Agreement, the Company is
permitted to temporarily suspend the exercisability of the Rights.
At any time after a person or group of affiliated or associated persons
becomes an Acquiring Person (subject to certain exceptions) and prior to the
acquisition by a person or group of affiliated or associated persons of 50% or
more of the outstanding Common Shares, the Board of Directors of the Company may
exchange all or part of the Rights (other than Rights which have become void
under the terms of the Rights Agreement) for Common Shares or equivalent
securities at an exchange ratio per Right equal to the result obtained by
dividing the exercise price of a Right by the current per share market price of
the Common Shares, subject to adjustment.
At any time prior to the close of business on the date of a public
announcement that a person or group of affiliated or associated persons has
become an Acquiring Person, the Board of Directors of the Company may redeem the
Rights in whole, but not in part, at a price of $.001 per Right, subject to
adjustment (the "Redemption Price"), payable in cash. 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. The
Board of Directors and the Company shall not have any liability to any person as
a result of the redemption or exchange of the Rights pursuant to the provisions
of the Rights Agreement.
The terms of the Rights may be amended by the Board of Directors of the
Company, subject to certain limitations after the Distribution Date, without the
consent of the holders of the Rights, including an amendment prior to the date a
person or group of affiliated or associated persons becomes an Acquiring Person,
to lower the 15% threshold for exercisability of the Rights to not less than the
greater of (i) the sum of .001% and the largest percentage of the outstanding
Common Shares then known by the Company to be beneficially owned by any person
or group of affiliated or associated persons (subject to certain exceptions) or
(ii) 10%.
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.
A copy of the Rights Agreement is available free of charge from the
Company by contacting the Secretary at APA Optics, Inc., 2950 N.E. 84th Lane,
Blaine, Minnesota 55449.
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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 hereby
incorporated herein by reference.
ITEM 2. EXHIBITS.
1. Share Rights Agreement dated October 23, 2000 by and between
the Company and Wells Fargo Bank Minnesota, N.A., as Rights
Agent, which includes as Exhibit B the form of Right
Certificate.
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.
APA OPTICS, INC.
(Registrant)
By: /s/ Anil K. Jain
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Dated: November 2, 2000 Anil K. Jain
Its Chief Executive Officer
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