SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ACCLAIM ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 38-2698904
(State of Incorporation or organization) (I.R.S. Employer
Identification No.)
ONE ACCLAIM PLAZA, GLEN COVE, NEW YORK 11542-2708
(Address of principal executive offices) (zip code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and is 12(g) of the Exchange Act and is
effective pursuant to General effective pursuant to General
Instruction A.(c), check the Instruction A.(d), check the
following box. ( ) following box. (X)
Securities Act registration statement file number to which this form
relates: N/A
(If applicable)
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:
PREFERRED STOCK PURCHASE RIGHTS
(Title of Class)
Item 1. Description of Registrant's Securities to be Registered
On June 5, 2000, the Board of Directors of Acclaim
Entertainment, Inc. (the "Company") declared a dividend distribution of one
Right for each outstanding share of Company Common Stock to shareholders of
record at the close of business on June 21, 2000 (the "Record Date"). Each
Right entitles the registered holder to purchase from the Company a unit
consisting of one one-thousandth of a share (a "Unit") of Series B Junior
Participating Preferred Stock, $0.01 par value (the "Series B Preferred
Stock"), at a purchase price of $30 per Unit, subject to adjustment. The
description and terms of the Rights are set forth in a Rights Agreement
(the "Rights Agreement"), dated as of June 5, 2000, between the Company and
American Securities Transfer and 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 will be distributed. Subject to certain exceptions specified
in the Rights Agreement, the Rights will separate from the Common Stock and
a Distribution Date will occur upon the earliest to occur of (i) the tenth
business day following the date (the "Stock Acquisition Date") of the first
public announcement by the Company that any person or group has become the
beneficial owner of 10% or more of the Common Stock then outstanding (other
than the Company, any subsidiary of the Company, and any employee benefit
plan of the Company or any subsidiary, persons who are eligible to report
their ownership on Schedule 13G and who beneficially own less than 15% of
the Common Stock and certain other persons or groups, including Gregory
Fischbach and related parties and James Scoroposki and related parties
(provided each of such person and its related parties beneficially own less
than 20% of the Common Stock)), (ii) the tenth business day following the
commencement of a tender or exchange offer if, upon its consummation, the
offeror would become the beneficial owner of 10% or more of the Common
Stock then outstanding, or (iii) a merger or other business combination
transaction involving the Company. Until the Distribution Date, (i) the
Rights will be evidenced by the Common Stock certificates and will be
transferred with and only with such Common Stock certificates, (ii) new
Common Stock certificates issued after the Record Date 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. Pursuant to the Rights Agreement,
the Company reserves the right to require prior to the occurrence of a
Triggering Event (as defined below) that, upon any exercise of Rights, a
number of Rights be exercised so that only whole shares of Preferred Stock
will be issued.
The Rights are not exercisable until the Distribution Date and
will expire at 5:00 P.M. (Delaware time) on June 7, 2010, unless earlier
redeemed, exchanged, extended or terminated by the Company as described
below. At no time will the Rights have any voting power.
As soon as practicable after the Distribution Date, 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, the
separate Rights Certificates alone will represent the Rights. 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 a Person becomes an Acquiring Person, except
pursuant to an offer for all outstanding shares of Common Stock which the
independent directors determine to be fair and not inadequate to and to
otherwise be in the best interests of the Company and its shareholders,
after receiving advice from one or more investment banking firms (a
"Qualifying Offer"), each holder of a Right will thereafter have the right
to receive, upon exercise, Common Stock (or, in certain circumstances,
cash, property or other securities of the Company) having a value equal to
two times the exercise price of the Right. Notwithstanding any of the
foregoing, following the occurrence of the event set forth in this
paragraph, all Rights that are, or (under certain circumstances specified
in the Rights Agreement) were, beneficially owned by any Acquiring Person
will be null and void. However, Rights are not exercisable following the
occurrence of the event set forth above until such time as the Rights are
no longer redeemable by the Company as set forth below.
For example, at an exercise price of $30 per Right, each Right
not owned by an Acquiring Person (or by certain related parties) following
an event set forth in the preceding paragraph would entitle its holder to
purchase $60 worth of Common Stock (or other consideration, as noted above)
for $30. Assuming that the Common Stock had a per share value of $6 at such
time, the holder of each valid Right would be entitled to purchase ten (10)
shares of Common Stock for $30.
In the event that (i) the Company is acquired in a merger
(other than a "clean-up" merger which follows a Qualifying Offer) or other
business combination transaction (x) in which the Company is not the
surviving entity, (y) in which the Company is the surviving entity and the
Common Stock is changed or exchanged or the Common Stock remains
outstanding but constitutes less than 50% of the shares outstanding
immediately following the merger, or (ii) 50% or more of the Company's
assets or earning power is transferred, each holder of a Right (except
Rights which have previously been voided as set forth above) shall
thereafter have the right to receive, upon exercise, common stock of the
acquiring company having a value equal to two times the exercise price of
the Right. The events set forth in this paragraph and in the second
preceding paragraph are referred to as the "Triggering Events."
At any time after a person becomes an Acquiring Person and
prior to the acquisition by such person or group of fifty percent (50%) or
more of the outstanding Common Stock, the Board may exchange the Rights
(other than Rights owned by such person or group which have become void),
in whole or in part, at an exchange ratio of one share of Common Stock, or
one one-thousandth of a share of Preferred Stock (or of a share of a class
or series of the Company's preferred stock having equivalent rights,
preferences and privileges), per Right (subject to adjustment).
At any time until ten business days following the Stock
Acquisition Date, the Company may redeem the Rights in whole, but not in
part, at a price of $0.01 per Right (payable in cash, Common Stock or other
consideration deemed appropriate by the Board of Directors). Immediately
upon the action of the Board of Directors ordering redemption of the
Rights, the Rights will terminate and the only right of the holders of
Rights will be to receive the $0.01 redemption price.
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. While the
distribution of the Rights will not be taxable to shareholders or to the
Company, shareholders may, depending upon the circumstances, recognize
taxable income in the event that the Rights become exercisable for Common
Stock (or other consideration) of the Company or for common stock of the
acquiring company or in the event of the redemption of the Rights as set
forth above.
Any of the provisions of the Rights Agreement may be amended by
the Board of Directors of the Company prior to the Distribution Date. After
the Distribution Date, the provisions of the Rights Agreement may be
amended by the Board in order to cure any ambiguity, to make changes which
do not adversely affect the interests of holders of Rights, or to shorten
or lengthen any time period under the Rights Agreement. The foregoing
notwithstanding, no amendment may be made at such time as the Rights are
not redeemable.
A copy of the Rights Agreement is being filed with the
Securities and Exchange Commission as an Exhibit to this Registration
Statement on Form 8-A. A copy of the 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.
As of May 31, 2000, there were 56,544,458 shares of Common
Stock of the Company issued and outstanding and 551,076 shares of Common
Stock of the Company in the treasury. As of May 31, 2000, options to
purchase 11,559,093 shares of Common Stock were outstanding. Each share of
Common Stock of the Company outstanding at the close of business on June
21, 2000 will receive one Right. So long as the Rights are attached to the
Common Stock, one additional Right (as such number may be adjusted pursuant
to the provisions of the Rights Agreement) shall be deemed to be delivered
for each share of Common Stock issued or transferred by the Company in the
future. In addition, following the Distribution Date and prior to the
expiration or redemption of the Rights, the Company may issue Rights when
it issues Common Stock only if the Board deems it to be necessary or
appropriate, or in connection with the issuance of shares of Common Stock
pursuant to the exercise of stock options or under employee plans or upon
the exercise, conversion or exchange of certain securities of the Company.
80,000 shares of Preferred Stock are initially reserved for issuance upon
exercise of the Rights.
The Rights may have certain anti-takeover effects. The Rights
will cause substantial dilution to a person or group that attempts to
acquire the Company in a manner which causes the Rights to become discount
rights unless the offer is conditional on a substantial number of Rights
being acquired. The Rights, however, should not affect any prospective
offeror willing to make an offer at a price that is fair and not inadequate
and otherwise in the best interests of the Company and its shareholders.
The Rights should not interfere with any merger or other business
combination approved by the Board since the Board may, at its option at any
time until ten (10) business days following the Stock Acquisition Date,
redeem all but not less than all of the then outstanding Rights at the
Redemption Price.
Item 2. Exhibits
1. Rights Agreement, dated as of June 5, 2000, between
Acclaim Entertainment, Inc. and American Securities
Transfer and Trust, Inc., including the form of
Certificate of Designation, Preferences and Rights as
Exhibit A, the form of Rights Certificates as Exhibit B
and the Summary of Rights as Exhibit C. Pursuant to the
Rights Agreement, printed Rights Certificates will not be
mailed until after the Distribution Date (as such term is
defined in the Rights Agreement).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Act of 1934, the Registrant has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereto duly authorised.
Date: June 9, 2000
ACCLAIM ENTERTAINMENT, INC.
By: /s/ William Sorenson
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Name: William G. Sorenson
Title: Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Exhibit
1. Rights Agreement, dated as of June 5, 2000, between
Acclaim Entertainment, Inc. and American Securities
Transfer and Trust, Inc., including the form of
Certificate of Designation, Preferences and Rights as
Exhibit A, the form of Rights Certificates as Exhibit B
and the Summary of Rights as Exhibit C. Pursuant to the
Rights Agreement, printed Rights Certificates will not be
mailed until after the Distribution Date (as such term is
defined in the Rights Agreement).
