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. 1
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 is
effective upon filing pursuant to General Instruction A(c)(1) please check the
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 and as hereafter 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 12.5% or more (or 17.5% 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, (D) any person or group whose
ownership of 12.5% or more (or 17.5% 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)) or (E) any person or group who owns 10% or more of the shares of
voting stock of the Company on December 13, 1994 (provided that any such person
or group will become an Acquiring Person upon the acquisition of additional
voting stock of the Company so that such person or group is the beneficial owner
of 17.5% or more of the outstanding voting stock of the Company).
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 12.5% or more (or 17.5% 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 12.5% or more (or
17.5% 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, which includes as Exhibit A
the form of Summary of Rights to Purchase Series A Junior Preferred Stock, as
Exhibit B the form of Right Certificate and as Exhibit C the form of Certificate
of Designations of the Company setting forth the terms of the Preferred Stock
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.
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: /s/ Stuart Landow
Name: Stuart Landow
Title: President/CEO
July 14, 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.<PAGE>
AMENDMENT
TO
RIGHTS AGREEMENT
First Amendment, dated as of May 23, 1995, to the Rights Agreement,
dated as of December 13, 1994 (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 12.5% 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 17.5% or
more of the Voting Stock of the Company then outstanding (the 17.5%
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 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%, then the 12.5% 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 additional 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. Exhibit B to the Rights Agreement hereby is amended to read in
their entirety as set forth on Exhibit B-1 attached hereto.
3. This First 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.
4. Except as specifically provided in this First 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 First
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/ Stuart Landow
Name: Stuart Landow
Title: President/CEO
BANK OF NEW YORK
By: /s/ Ralph Chianese
Name: Ralph Chianese
Title: Vice President
[Form of Right Certificate]
Certificate No. W-__________ __________ Rights
NOT EXERCISABLE AFTER DECEMBER 13, 2004 OR EARLIER IF REDEEMED. THE
RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY AND
UNDER CERTAIN OTHER CIRCUMSTANCES, AT $.01 PER RIGHT (SUBJECT TO
ADJUSTMENT), ON THE TERMS SET FORTH OR REFERRED TO IN THE RIGHTS
AGREEMENT (AS REFERRED TO BELOW). UNDER CERTAIN CIRCUMSTANCES AS
PROVIDED IN THE RIGHTS AGREEMENT (AS REFERRED TO BELOW), RIGHTS ISSUED
TO OR BENEFICIALLY OWNED BY ACQUIRING PERSONS OR THEIR AFFILIATES OR
ASSOCIATES (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) OR ANY
SUBSEQUENT HOLDER OF SUCH RIGHTS SHALL BE NULL AND VOID AND MAY NOT BE
TRANSFERRED TO ANY PERSON.
Right Certificate
TOP SOURCE TECHNOLOGIES, INC.
This certifies that , or registered assigns, is the
registered owner of the number of Rights set forth above, each of which entitles
the owner thereof, subject to the terms, provisions and conditions of the Rights
Agreement, dated as of December 13, 1994, as amended by the First Amendment to
Rights Agreement, dated as of May 23, 1995 and as hereafter amended from time to
time (the "Rights Agreement") between Top Source Technologies, Inc., Inc., a
Delaware corporation (the "Company"), and Bank of New York, a New York Trust
Company (the "Rights Agent"), to purchase from the Company at any time after the
Distribution Date (as such term is defined in the Rights Agreement) and prior to
5:00 P.M. (New York time) on December 13, 2004 at the office of the Rights Agent
designated in the Rights Agreement for such purpose, or its successor as Rights
Agent, in [City], [State], one one-hundredth (1/100) of a fully paid non-
assessable share of Series A Junior Preferred Stock (the "Preferred Stock") of
the Company at a purchase price of $45.00, as the same may from time to time be
adjusted in accordance with the Rights Agreement (the "Exercise Price"), upon
presentation and surrender of this Right Certificate with the Form of Election
to Purchase attached hereto duly executed.
As provided in the Rights Agreement, the Exercise Price and the number
of shares of Preferred Stock which may be purchased upon the exercise of the
Rights evidenced by this Right Certificate are subject to modification and
adjustment upon the happening of certain events and, upon the happening of
certain events, securities other than shares of Preferred Stock, or other
property, may be acquired upon exercise of the Rights evidenced by this Right
Certificate, as provided in the Rights Agreement.
This Right Certificate is subject to all of the terms, provisions and
conditions of the Rights Agreement, which terms, provisions and conditions are
incorporated herein by reference and made a part hereof and to which Rights
Agreement reference is hereby made for a full description of the rights,
limitations of rights, obligations, duties and immunities of the Rights Agent,
the Company and the holders of record of Right Certificates. Copies of the
Rights Agreement are on file at the principal executive office of the Company.
This Right Certificate, with or without other Right Certificates, upon
surrender at the office of the Rights Agent designated in the Rights Agreement
for such purpose, may be exchanged for another Right Certificate or Right
Certificates of like tenor and date evidencing Rights entitling the holder of
record to purchase a like aggregate number of shares of Preferred Stock as the
Rights evidenced by the Right Certificate or Right Certificates surrendered
shall have entitled such holder to purchase. If this Right Certificate shall be
exercised in part, the holder shall be entitled to receive upon surrender
hereof, another Right Certificate or Right Certificates for the number of whole
Rights not exercised.
Subject to the provisions of the Rights Agreement, the Rights
evidenced by this Certificate may be redeemed by the Company at its option or
under certain other circumstances at a redemption price of $.01 per Right.
No fractional shares of Preferred Stock (other than fractions which
are integral multiples of one one-hundredth (1/100) of a share) are required to
be issued upon the exercise of any Right or Rights evidenced hereby, and in lieu
thereof the Company may cause depositary receipts to be issued and/or a cash
payment may be made, as provided in the Rights Agreement.
No holder of this Right Certificate, as such, shall be entitled to
vote or receive dividends or be deemed for any purpose the holder of Preferred
Stock or of any other securities of the Company which may at any time be
issuable on the exercise hereof, nor shall anything contained in the Rights
Agreement or herein be construed to confer upon the holder hereof, as such, any
of the rights of a stockholder of the Company or any right to vote for the
election of directors or upon any matter submitted to stockholders at meeting
thereof, or to give or withhold consent to any corporate action or to receive
notice of meetings or other actions affecting stockholders (except as provided
in the Rights Agreement), or to receive dividends or subscription rights, or
otherwise, until the Right or Rights evidenced by this Right Certificate shall
have been exercised as provided in the Rights Agreement.
This Right Certificate shall not be valid or obligatory for any
purpose until it shall have been countersigned by the Rights Agent.
WITNESS the facsimile signature of the proper officers of the Company
and its corporate seal. Dated as of _____________, 199_.
ATTEST: TOP SOURCE TECHNOLOGIES, INC.
By
Secretary Title:
Countersigned:
[Rights Agent]
By
Authorized Signature
[Form of Reverse Side of Right Certificate]
FORM OF ASSIGNMENT
(To be executed by the registered holder if such
holder desires to transfer the Right Certificates.)
FOR VALUE RECEIVED
hereby sells, assigns and transfers unto
(Please print name and address of transferee)
Rights evidenced by this Right Certificate, together with all right, title and
interest therein, and does hereby irrevocably constitute and appoint
Attorney to transfer the within Right Certificate on the books of the within-
named Company, with full power of substitution.
Dated: ________________, 199__
Signature
Signature Guaranteed:
Certificate
The undersigned hereby certifies by checking the appropriate boxes
that:
(1) this Right Certificate [ ] is [ ] is not being sold, assigned
or transferred by or on behalf of a Person who is or was an Acquiring Person or
an Associate or an Affiliate thereof (as such terms are defined in the Rights
Agreement); and
(2) after due inquiry and to the best knowledge of the undersigned,
it [ ] did [ ] did not acquire the Rights evidenced by this Right
Certificate from any Person who is, was or subsequently became an Acquiring
Person or an Affiliate or Associate thereof (as such terms are defined in the
Rights Agreement).
Dated: __________ __, 199_
Signature
NOTICE
The signature to the foregoing Assignment and Certificate must
correspond to the name as written upon the face of this Right Certificate in
every particular, without alteration or enlargement or any change whatsoever.
FORM OF ELECTION TO PURCHASE
(To be executed if registered holder
desires to exercise the Right Certificate.)
TO TOP SOURCE TECHNOLOGIES, INC.:
The undersigned hereby irrevocably elects to exercise
_________________ Rights represented by this Right Certificate to purchase the
shares of Preferred Stock issuable upon the exercise of such Rights and requests
that certificates for such share(s) be issued in the following name:
or other identifying number:Please insert social security
(Please print name and address)
If such number of Rights shall not be all the Rights evidenced by this Right
Certificate, a new Right Certificate for the balance remaining of such Rights
shall be registered in the name of and delivered to:
Please insert social security or other identifying number:
(Please print name and address)
Dated: _____________, 199__
Signature
(Signature must conform in all
respects to name of holder as
specified on the fact of this
Right Certificate)
Signature Guaranteed:
