SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
AMENDMENT
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Amendment No. 2
TOP SOURCE TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 84-1027821
(State of Incorporation (I.R.S. Employer Identification No.)
or Organization)
2000 PGA Blvd.
Suite 3200
Palm Beach Gardens, FL 77079
(Address and Telephone Number of (Zip Code)
Principal Executive Offices)
If this Form relates to the registration of a class of debt securities and
filing pursuant to GeneralInstruction A(c)(1) please checkthe following
box. [_]
If this Form relates to the registration of a class of debt securities and is
to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following box. [_]
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
Preferred Stock Purchase American Stock Exchange
Rights ("AMEX")
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Item 1. Description of Securities to be Registered.
On December 13, 1994, the Board of Directors of the Company declared a
dividend of one Preferred Stock Purchase Right (the "Right(s)") for each
outstanding share of Common Stock, par value $0.001 per share (the "Common
Stock"), of the Company. The dividend is payable as of December 23, 1994 to
stockholders of record on that date. Each Right entitles the registered holder
to purchase from the Company one one-hundredth (1/100) of a share of a new
series of preferred shares of the Company, designated as Series A Junior
Preferred Stock ("Preferred Stock"), at a price of $45.00 per one one-hundredth
(1/100) of a share (the "Exercise Price"), subject to certain adjustments. The
description and terms of the Rights are set forth in a Rights Agreement, dated
as of December 13, 1994, as amended by the First Amendment to Rights Agreement,
dated as of May 23, 1995, the Second Amendment to Rights Agreement, dated as of
October 22, 1995, and as thereafter amended from time to time (the "Rights
Agreement") between the Company and Bank of New York, as Rights Agent ("Rights
Agent").
Initially the Rights will not be exercisable, certificates will not be
sent to stockholders, and the Rights will automatically trade with the Common
Stock.
The Rights, unless earlier redeemed by the Board of Directors, become
exercisable upon the close of business on the day (the "Distribution Date")
which is the earlier of (i) the tenth day following a public announcement that a
person or group of affiliated or associated persons, with certain exceptions set
forth below, has acquired beneficial ownership of 15% or more (or 20% or more in
the case of holders of 10% or more on December 13, 1994) of the outstanding
voting stock of the Company (an "Acquiring Person") and (ii) the tenth business
day (or such later date as may be determined by the Board of Directors prior to
such time as any person or group of affiliated or associated persons becomes an
Acquiring Person) after the date of the commencement or announcement of a
person's or group's intention to commence a tender or exchange offer the
consummation of which would result in the ownership of 30% or more of the
Company's outstanding voting stock (even if no shares are actually purchased
pursuant to such offer); prior thereto, the Rights would not be exercisable,
would not be represented by a separate certificate, and would not be
transferable apart from the Company's Common Stock, but will instead be
evidenced, with respect to any of the Common Stock certificates outstanding as
of December 23, 1994, by such Common Stock certificate with a copy of this
Summary of Rights attached thereto. An Acquiring Person does not include (A)
the Company, (B) any subsidiary of the Company, (C) any employee benefit plan or
employee stock plan of the Company or of any subsidiary of the Company, or any
trust or other entity organized, appointed, established or holding Common Stock
for or pursuant to the terms of any such plan or (D) any person or group whose
ownership of 15% or more (or 20% or more in the case of holders of 10% or more
on December 13, 1994) of the shares of voting stock of the Company then
outstanding results solely from (i) any action or transaction or transactions
approved by the Board of Directors before such person or group became an
Acquiring Person or (ii) a reduction in the number of issued and outstanding
shares of voting stock of the Company pursuant to a transaction or transactions
approved by the Board of Directors (provided that any person or group that does
not become an Acquiring Person by reason of clause (i) or (ii) above shall
become an Acquiring Person upon acquisition of an additional 1% of the Company's
voting stock unless such acquisition of additional voting stock will not result
in such person or group becoming an Acquiring Person by reason of such clause
(i) or (ii)).
Until the Distribution Date (or earlier redemption or expiration of
the Rights), new Common Stock certificates issued after December 23, 1994 will
contain a legend incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the Rights), the
surrender for transfer of any of the Company's Common Stock certificates
outstanding as of December 23, 1994 with or without a copy of the Summary of
Rights attached, will also constitute the transfer of the Rights associated with
the Common Stock 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 Company's
Common Stock as of the close of business on the Distribution Date and such
separate certificates alone will evidence the Rights from and after the
Distribution Date.
The Rights are not exercisable until the Distribution Date. The
Rights will expire at the close of business on December 13, 2004, unless earlier
redeemed by the Company as described below. The Preferred Stock is
non-redeemable and, unless otherwise provided in connection with the creation
of a subsequent series of preferred stock, subordinate to any other series of
the Company's preferred stock. The Preferred Stock may not be issued except upon
exercise of Rights. Each share of Preferred Stock will be entitled to receive
when, as and if declared, a quarterly dividend in an amount equal to the greater
of $10.00 per share and 100 times the cash dividends declared on the Company's
Common Stock. In addition, the Preferred Stock is entitled to 100 times any
non-cash dividends (other than dividends payable in equity securities) declared
on the Common Stock, in like kind. In the event of liquidation, the holders of
Preferred Stock will be entitled to receive for each share of Series A
Preferred Stock, a liquidation payment in an amount equal to the greater of
$4,500 or 100 times the payment made per share of Common Stock. Each share of
Preferred Stock will have 100 votes, voting together with the Common Stock. In
the event of any merger, consolidation or other transaction in which Common
Stock is exchanged, each share of Preferred Stock will be entitled to receive
100 times the amount received per share of Common Stock. The rights of
Preferred Stock as to dividends, liquidation and voting are protected by
anti-dilution provisions. The number of shares of Preferred Stock issuable upon
exercise of the Rights is subject to certain adjustments from time to time in
the event of a stock dividend on, or a subdivision or combination of, the Common
Stock. The exercise Price for the Rights is subject to adjustment in the event
of extraordinary distributions of cash or other property to holders of Common
Stock.
Unless the Rights are earlier redeemed, in the event that, after the
time that the Rights become exercisable, the Company were to be acquired in a
merger or other business combination (in which any shares of the Company's
Common Stock are changed into or exchanged for other securities or assets) or
more than 50% of the assets or earning power of the Company and its subsidiaries
(taken as a whole) were to be sold or transferred in one or a series of related
transactions, the Rights Agreement provides that proper provision will be made
so that each holder of record of a Right will from and after such date have the
right to receive, upon payment of the Exercise Price, that number of shares of
common stock of the acquiring company having a market value at the time of such
transaction equal to two times the Exercise Price. In addition, unless the
Rights are earlier redeemed, if a person or group (with certain exceptions)
becomes the beneficial owner of 15% or more (or 20% or more in the case of
holders of 10% or more on December 13, 1994) of the Company's voting stock
(other than pursuant to a tender or exchange offer (a "Qualifying Tender Offer")
for all outstanding shares of Common Stock that is approved by the Board of
Directors, after taking into account the long-term value of the Company and all
other factors they consider relevant in the circumstances), the Rights Agreement
provides that proper provision will be made so that each holder of record of a
Right, other than the Acquiring Person (whose Rights will thereupon become null
and void), will thereafter have the right to receive, upon payment of the
Exercise Price, that number of shares of the Company's Preferred Stock having a
market value at the time of the transaction equal to two times the Exercise
Price (such market value to be determined with reference to the market value of
the Company's Common Stock as provided in the Rights Agreement).
Fractions of shares of Preferred Stock (other than fractions that are
integral multiples of one one-hundredth (1/100) of a share) may, at the election
of the Company, be evidenced by depositary receipts. The Company may also issue
cash in lieu of fractional shares which are not integral multiples of one
one-hundredth (1/100) of a share.
At any time on or prior to the close of business on the tenth day
after the time that a person has become an Acquiring Person (or such later date
as a majority of the Board of Directors and a majority of the Continuing
Directors (as defined in the Rights Agreement) may determine), the Company may
redeem the Rights in whole, but not in part, at a price of $.01 per Right
("Redemption Price"). The Rights may be redeemed after the time that any Person
has become an Acquiring Person only if approved by a majority of the Continuing
Directors. Immediately upon the effective time of the action of the Board of
Directors of the Company authorizing redemption of the Rights, the right to
exercise the Rights will terminate and the only right of the holders of the
Rights will be to receive the Redemption Price.
For as long as the Rights are then redeemable, the Company may, except
with respect to the redemption price or date of expiration of the Rights, amend
the Rights in any manner, including an amendment to extend the time period in
which the Rights may be redeemed. At any time when the Rights are not then
redeemable, the Company may amend the Rights in any manner that does not
materially adversely affect the interests of holders of the Rights as such.
Amendments to the Rights Agreement from and after the time that any Person
becomes an Acquiring Person requires the approval of a majority of the
Continuing Directors (as provided in the Rights Agreement).
Until a Right is exercised, the holder, as such, will have no rights
as a stockholder of the Company, including, without limitation, the right to
vote or to receive dividends.
As of December 15, 1994 there were 27,303,080 shares of Common Stock
issued and outstanding (and 3,705,797 shares reserved for issuance under the
Company's existing stock option plans). 310,000 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 who attempts to acquire the Company on
terms not approved by the Company's Board of Directors. The Rights should not
interfere with any merger or other business combination approved by the Board
since they may be redeemed by the Company at $.01 per Right at any time until
the close of business on the tenth day (or such later date as described above)
after a person or group has obtained beneficial ownership of 15% or more (or 20%
or more in the case of holders of 10% or more on December 13, 1994) of the
voting stock.
The form of Rights Agreement between the Company and Bank of New York,
as rights agent, specifying the terms of the Rights, and Amendment No. 1 to the
Rights Agreement have been filed with the Securities and Exchange Commission as
indicated in Item 2 below and are attached hereto as exhibits and incorporated
herein by reference. The foregoing description of the Rights is qualified by
reference to such exhibits.
Item 2. Exhibits.
1. Rights Agreement dated as of December 13, 1994 between Top Source
Technologies, Inc. and Bank of New York as Rights Agent
(Incorporated by Reference to the Company's Registration
Statement on Form 8-A dated May 9, 1995).
2. Letter to Stockholders, dated December 23, 1994 (Incorporated by
Reference to the Company's Registration Statement on Form 8-A
dated May 9, 1995).
3. First Amendment to Rights Agreement dated as of May 23, 1995
between Top Source Technologies, Inc. and Bank of New York as
Rights Agent (Incorporated by Reference to the Company's
Registration Statement on Form 8-A/A dated July 17, 1995).
4. Second Amendment to Rights Agreement dated as of October 22, 1995
between Top Source Technologies, Inc. and Bank of New York as
Rights Agent.
SIGNATURES
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 hereunto duly authorized.
TOP SOURCE TECHNOLOGIES, INC.
By:
Name: David Natan
Title: Chief Financial
Officer
November 30, 1995
EXHIBIT INDEX
Exhibit No. Description Page
1. Rights Agreement dated as of December 13, 1994
between Top Source Technologies, Inc. and Bank of
New York as Rights Agent (Incorporated by
Reference to the Company's Registration Statement
on Form 8-A dated May 9, 1995).
2. Letter to Stockholders, dated December 23, 1994
(Incorporated by Reference to the Company's
Registration Statement on Form 8-A dated May 9,
1995).
3. First Amendment to Rights Agreement dated as of
May 23, 1995 between Top Source Technologies, Inc.
and Bank of New York as Rights Agent (Incorporated
by Reference to the Company's Registration
Statement on Form 8-A/A dated July 17, 1995).
4. Second Amendment to Rights Agreement dated as of
October 22, 1995 between Top Source Technologies,
Inc. and Bank of New York as Rights Agent.
SECOND AMENDMENT
TO
RIGHTS AGREEMENT
Second Amendment, dated as of October 22, 1995, to the Rights
Agreement, dated as of December 13, 1994 and amended by the First Amendment,
dated as of May 23, 1995 (the "Rights Agreement"), between Top Source
Technologies, Inc., a Delaware corporation (the "Company"), and Bank of New
York, a New York Trust Company (the "Rights Agent").
W I T N E S S E T H :
WHEREAS, the Company and the Rights Agent executed and delivered the
Rights Agreement specifying the terms of the Rights (as defined therein); and
WHEREAS, the Board of Directors of the Company deems it desirable to
amend the Rights Agreement pursuant to the provisions of Section 26 of the
Rights Agreement to make certain modifications to the Rights Agreement upon the
terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
1. a. The definition of the term "Acquiring Person" set forth in
Section 1(a) of the Rights Agreement hereby is amended to read in its entirety
as follows:
"'Acquiring Person' shall mean any Person (as such term is
hereinafter defined) who or which, together with all Affiliates (as such
term is hereinafter defined) and Associates (as such term is hereinafter
defined) of such Person, shall be the Beneficial Owner (as such term is
hereinafter defined) of 15% or more of the Voting Stock of the Company then
outstanding; provided, that, if any Person, together with all Affiliates
and Associates of such Person, is the Beneficial Owner of 10% or more of
the outstanding Voting Stock of the Company as of December 13, 1994 (a
"current 10% holder"), then such Person shall not be deemed to be an
Acquiring Person unless and until such Person, together with all Affiliates
and Associates of such Person, becomes the Beneficial Owner of 20% or more
of the Voting Stock of the Company then outstanding (the 20% threshold
referred to in this provision shall apply to a current 10% holder only so
long as such Person's Beneficial Ownership of the Voting Stock equals or
exceeds 10% of the outstanding shares, and if such Person's Beneficial
Ownership of the Voting Stock were to be reduced after the date of this
Agreement to below 10% of the outstanding shares, then the 15% threshold
referred to in the 6th line of this definition thereafter shall apply to
such Person); provided, further, that an Acquiring Person shall not include
(i) an Exempt Person (as such term is hereinafter defined) or (ii) any
Person, together with all Affiliates and Associates of such Person, who or
which would be an Acquiring Person solely by reason of (A) being the
Beneficial Owner of shares of Voting Stock of the Company, the Beneficial
Ownership of which was acquired by such Person pursuant to any action or
transaction or series of related actions or transactions approved by the
Board of Directors before such Person otherwise became an Acquiring Person
or (B) a reduction in the number of issued and outstanding shares of Voting
Stock of the Company pursuant to a transaction or a series of related
transactions approved by the Board of Directors of the Company; provided,
further, that in the event such Person described in this clause (ii) does
not become an Acquiring Person by reason of subclause (A) or (B) of this
clause (ii), such Person nonetheless shall become an Acquiring Person in
the event such Person thereafter acquires Beneficial Ownership of an addi-
tional 1% of the Voting Stock of the Company, unless the acquisition of
such additional Voting Stock would not result in such Person becoming an
Acquiring Person by reason of subclause (A) or (B) of this clause (ii).
Notwithstanding the foregoing, if the Board of Directors of the Company
determines in good faith (but only if at the time of such determination by
the Board of Directors there are then in office not less than two
Continuing Directors and such action is approved by a majority of the
Continuing Directors then in office) that a Person who would otherwise be
an "Acquiring Person" as defined pursuant to the foregoing provisions of
this paragraph (a) has become such inadvertently, and such Person divests
as promptly as practicable a sufficient number of shares of Common Stock so
that such Person would no longer be an "Acquiring Person" as defined
pursuant to the foregoing provisions of this paragraph (a), then such
Person shall not be deemed an "Acquiring Person" for any purposes of this
Rights Agreement."
2. This Second Amendment to the Rights Agreement may be executed in
any number of counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.
3. Except as specifically provided in this Second Amendment to the
Rights Agreement, the Rights Agreement shall remain in full force and effect and
shall in no way be amended, modified or affected.
IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to the Rights Agreement to be duly executed, all as of the day and
year first above written.
TOP SOURCE TECHNOLOGIES, INC.
By:/s/David Natan
Name: David Natan
Title: Chief Financial
Officer
BANK OF NEW YORK
By:/s/Ralph Chianese
Name: Ralph Chianese
Title: Vice President
