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
SANDERSON FARMS, INC.
(Exact name of registrant as specified in its charter)
Mississippi 64-0615843
(State of incorporation) (IRS Employer Identification No.)
225 North 13th Ave.
Laurel, Mississippi 39441-0988
(Address of principal executive offices) (Zip Code)
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If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. [X] box. [ ]
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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
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Preferred Share Purchase Rights Nasdaq National Market
Securities to be registered pursuant to Section 12(g) of the Act: None
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ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
On April 22, 1999, the Board of Directors of Sanderson Farms, Inc., a
Mississippi corporation (the "Company"), declared a dividend of one preferred
share purchase right (a "Right") for each outstanding share of common stock of
the Company, par value $1.00 per share (the "Common Shares"). The dividend is
payable on May 18, 1999 to shareholders of record on May 4, 1999 (the "Record
Date"). The description and terms of the Rights are set forth in the Agreement
between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights
Agent, dated as of April 22, 1999 (the "Agreement").
Each Right entitles the registered holder to purchase from the Company
one one-hundredth of a share of Series A Junior Participating Preferred Stock of
the Company, par value $100 per share (the "Preferred Shares"), at a price of
$75 per one one-hundredth of a Preferred Share (the "Purchase Price"), subject
to adjustment.
In the event that any person or group of affiliated or associated
persons acquires beneficial ownership of 20% or more of the outstanding Common
Shares (an "Acquiring Person"), each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will thereafter be null and
void), will thereafter have the right to receive upon exercise that number of
Common Shares having a market value of two times the exercise price of the
Right. Members of the Sanderson Family are not beneficial owner(s) for purposes
of the Agreement of any security that constitutes a "Family Share" as such terms
are defined in the Agreement.
If the Company is acquired in a merger or other business combination
transaction or 50% or more of its consolidated assets or earning power are sold
after a person or group has become an Acquiring Person, each holder of a Right
(other than Rights beneficially owned by Acquiring Person, which will be null
and void) will thereafter have the right to receive that number of shares of
common stock of the acquiring company which at the time of such transaction will
have a market value of two times the exercise price of the Right.
The "Distribution Date" is the earlier of (i) 10 days following a
public announcement that a person or group of affiliated or associated persons
have acquired beneficial ownership of 20% or more of the outstanding Common
Shares; or (ii) 10 business days (or such later date as may be determined by
action of the Board of Directors of the Company prior to such time as any person
or group of affiliated persons becomes an Acquiring Person) following the
commencement of, or announcement of an intention to make, a tender offer or
exchange offer the consummation of which would result in the beneficial
ownership by a person or group of 20% or more of the outstanding Common Shares.
Until the Distribution Date, the Rights will be evidenced, with respect
to any of the Common Share certificates outstanding as of the Record Date, by
such Common Share certificate with a copy of this Summary of Rights attached
thereto. Until the Distribution Date (or earlier redemption or expiration of the
Rights), the Rights will be transferred with and only with the Common Shares,
and transfer of those certificates will also constitute transfer of these
Rights.
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As soon 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 thereafter
evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on May 4, 2009 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are earlier redeemed or
exchanged by the Company, in each case, as described below.
The Purchase Price payable, and the number of Preferred Shares or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution in the event of stock
dividends, stock splits, reclassifications, or certain distributions with
respect to the Preferred Shares. The number of outstanding Rights and the number
of one one-hundredths of a Preferred Share issuable upon exercise of each Right
are also subject to adjustment if, prior to the Distribution Date, there is a
stock split of the Common Shares or a stock dividend on the Common Shares
payable in Common Shares or subdivisions, consolidations or combinations 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
such Purchase Price. No fractional Preferred Shares will be issued (other than
fractions which are integral multiples of one one-hundredth of a Preferred
Share, which may, at the election of the Company, be evidenced by depositary
receipts) and, in lieu thereof, an adjustment in cash will be made based on the
market price of the Preferred Shares on the last trading day prior to the date
of exercise.
Preferred Shares purchasable upon exercise of the Rights will not be
redeemable. Each Preferred Share will be entitled to a minimum preferential
quarterly dividend payment of $1 per share but will be entitled to an aggregate
dividend of 100 times the dividend declared per Common Share. In the event of
liquidation, the holders of the Preferred Shares will be entitled to a minimum
preferential liquidation payment of $100 per share but will be entitled to an
aggregate payment of 100 times the payment made per Common Share. Each Preferred
Share will have 100 votes, voting together with the Common Shares. Finally, in
the event of any merger, consolidation or other transaction in which Common
Shares are exchanged, each Preferred Share will be entitled to receive 100 times
the amount received per Common Share. These rights are protected by customary
antidilution provisions.
The value of the one one-hundredth interest in a Preferred Share
purchasable upon exercise of each Right should, because of the nature of the
Preferred Shares' dividend, liquidation and voting rights, approximate the value
of one Common Share.
At any time after any person or group becomes an Acquiring Person, and
prior to the acquisition by such person or group of 50% or more of the
outstanding Common Shares, the Board of Directors of the Company may exchange
the Rights (other than Rights owned by the Acquiring Person, which will have
become null and void), in whole or in part, at an exchange
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ratio of one Common Share, or one one-hundredth of a Preferred Share (subject to
adjustment) per Right.
At any time prior to any person or group becoming an Acquiring Person,
the Board of Directors of the Company may redeem the Rights in whole, but not in
part, at a price of $0.001 per Right (the "Redemption Price"). The redemption of
the Rights may be made effective at such time on such basis with such conditions
as the Board of Directors of the Company in its sole discretion may establish.
Immediately upon any 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 Redemption Price.
The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights, including an amendment
to lower certain thresholds described above to not less than the greater of (i)
the sum of .001% and the largest percentage of the outstanding Common Shares
then known to the Company to be beneficially owned by any person or group of
affiliated or associated persons and (ii) 10%, except that from and after such
time as any person or group of affiliated or associated persons becomes an
Acquiring Person no such amendment may adversely affect the interests of the
holders of the Rights.
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.
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ITEM 2. EXHIBITS.
1. Agreement, dated as of April 22, 1999, between Sanderson Farms,
Inc. and ChaseMellon Shareholder Services, L.L.C. (incorporated
by reference to Exhibit 4.1 of the Company's Current Report on
Form 8-K, filed with the Securities and Exchange Commission on
April 30, 1999).
2. Press Release issued by Sanderson Farms, Inc. on April 22, 1999
(incorporated by reference to Exhibit 99.1 of the Company's
Current Report on Form 8-K, filed with the Securities and
Exchange Commission on April 30, 1999).
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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, thereunto duly authorized.
Dated: April 30, 1999
SANDERSON FARMS, INC.
By: /s/ D. Michael Cockrell
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Name: D. Michael Cockrell
Title: Treasurer & CFO
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EXHIBIT LIST
Exhibit
No. Description
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1. Agreement, dated as of April 22, 1999, between Sanderson Farms,
Inc. and ChaseMellon Shareholder Services, L.L.C. (incorporated by
reference to Exhibit 4.1 of the Company's Current Report on Form
8-K, filed with the Securities and Exchange Commission on April
30, 1999).
2. Press Release issued by Sanderson Farms, Inc. on April 22, 1999
(incorporated by reference to Exhibit 99.1 of the Company's
Current Report on Form 8-K, filed with the Securities and Exchange
Commission on April 30, 1999).
