SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
ALL AMERICAN SEMICONDUCTOR, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 59-2814714
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
16115 N.W. 52ND AVENUE, MIAMI, FLORIDA 33014
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(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class
to be so Registered is to be registered
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NONE NONE
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), check the following box. [X]
Securities Act registration statement file number to which this form
relates: N/A
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK PURCHASE RIGHTS
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(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
On June 9, 2000, the Board of Directors (the "Board") of All American
Semiconductor, Inc., a Delaware corporation (the "Company"), authorized and
approved a dividend distribution of one right (each a "Right" and collectively
the "Rights") for each outstanding share of common stock, $.01 par value per
share (the "Common Stock"), of the Company to shareholders of record at the
close of business on June 23, 2000. Each Right initially entitles the registered
holder to purchase from the Company one (1) share of Common Stock at a price of
$95.00 per share (the "Purchase Price"), subject to certain adjustments. The
Purchase Price shall be paid in cash. The description and terms of the Rights
are set forth in the 2000 Common Stock Purchase Rights Agreement (the "Rights
Agreement") dated June 9, 2000 between the Company and American Stock Transfer &
Trust Company, as Rights Agent. The material terms of the Rights Agreement are
summarized below.
Initially, the Rights will be represented by the Common Stock
certificates representing shares then outstanding and no separate Rights
Certificates will be distributed. The Rights will separate from the Common Stock
and a distribution of the Rights certificates will occur upon the "Distribution
Date," which will be the earlier of (i) ten business days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") has acquired, or obtained the right to acquire, beneficial
ownership of 15% or more of the outstanding shares of Common Stock (or, in the
case of each of Paul Goldberg and Bruce M. Goldberg, executive officers,
directors and principal shareholders of the Company, 24% or more of the
outstanding shares of Common Stock without giving effect to them being
affiliated or associated persons), (ii) ten business days after an Acquiring
Person has (x) become the direct or indirect beneficial owner of at least 10% of
the Company's outstanding Common Stock, and (y) whose ownership interest is
deemed by the Board to cause a material adverse impact on the business or
prospects of the Company or its shareholders (such persons or group hereinafter
called an "Adverse Person"), or (iii) ten business days following the
commencement of a tender offer or exchange offer that would result in a person
or group becoming an Acquiring Person or an Adverse Person. 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 June 9, 2000 will
contain a notation incorporating the Rights Agreement by reference, and (iii)
the surrender for transfer of any certificates for Common Stock outstanding also
will constitute the transfer of the Rights associated with the Common Stock
represented by such certificates.
The Rights are not exercisable until the Distribution Date and will
expire on June 8, 2010, unless earlier redeemed by the Company as described
below.
Upon a triggering event and 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.
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Except as otherwise determined by the Board, only shares of Common Stock issued
prior to the Distribution Date will be issued with Rights.
In the event a person or group of affiliated or associated persons
becomes an Acquiring Person or an Adverse Person (except pursuant to an offer
for all outstanding shares of Common Stock that is determined by the Board to be
fair to and otherwise in the best interest of the Company and its shareholders,
a "Qualifying Tender Offer"), each Right then outstanding would "flip in" and
become a right to buy that number of shares of Common Stock of the Company which
at the time of such acquisition would have a market value of two times the
exercise price of the Right. The acquiror who triggered the Rights would be
excluded from the "flip-in" because his Rights would have become null and void
upon his triggering event.
In the event that the "flip in" is triggered, if there is not
sufficient authorized Common Stock available for issuance upon the exercise of
each Right or if the Board so elects, the Board may: (i) seek shareholder
approval to increase the number of authorized shares of Common Stock or (ii)
designate as issuable upon exercise of the Rights such amount of Common Stock,
cash, other equity or debt securities, assets and/or other consideration as
would be equal to the value that would have been received if each Right had
received only Common Stock upon exercise.
If, following the time a person or group of affiliated or associated
persons becomes an Acquiring Person or an Adverse Person, (i) the Company shall
consolidate with or merge with or into any other person or entity in which the
Company is not the surviving corporation, (ii) any other person or entity shall
merge with or into the Company and all or part of the outstanding Common Stock
shall be changed into or exchanged for securities of any other person or entity
or cash or any other property, or (iii) the Company sells 50% or more of its
assets or earning power, each Right then outstanding would "flip over" and
thereby would become a right to buy that number of shares of common stock of the
acquiring company which at the time of such transaction has a market value of
two times the exercise price of the Right.
At any time after a person or group of affiliated or associated persons
becomes an Acquiring Person or an Adverse Person and before the acquisition by
such person or group of 50% or more of the outstanding Common Stock of the
Company, the Board may exchange the Rights (other than Rights owned by such
person or group which have become void), in whole or in part, for Common Stock
at an exchange ratio of one (1) share of the Company's Common Stock per Right,
subject to adjustment.
At any time until ten days following the public announcement that a
person or group of affiliated or associated persons has become an Acquiring
Person or an Adverse Person (subject to extension as permitted under the Rights
Agreement), the Company may redeem the Rights at a price of $.001 per Right,
payable in cash. Under certain circumstances set forth in the Rights Agreement,
the decision to redeem shall require the concurrence of at least two-thirds of
the members of the Board of and a majority of Independent Directors (as
hereinafter defined). After the redemption period has expired, the Company's
rights of redemption may be reinstated if the Acquiring Person
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or Adverse Person reduces his beneficial ownership to less than 10% of the
outstanding shares of Common Stock in a transaction or series of transactions
not involving the Company. Immediately upon the action of the Board ordering
redemption of the Rights, with, where required, the concurrence of at least
two-thirds of the members of the Board of Directors and a majority of any
Independent Directors, the Rights will terminate and the only right which the
holders of Rights will thereafter have will be to receive the redemption price.
The term "Independent Director" means any member of the Board who is
not an Acquiring Person or Adverse Person, is not an employee or officer of the
Company or an employee, officer or director of any Acquiring Person or Adverse
Person, and is not a relative or spouse of (i) an Acquiring Person or Adverse
Person, (ii) any officer or other person employed in a management position with
the Company or with any Acquiring Person or Adverse Person, or (iii) any
director of any Acquiring Person or Adverse Person.
The Purchase Price payable, and the number of shares of Common Stock
issuable, upon exercise of the Rights are subject to adjustment from time to
time upon certain events to prevent dilution, including (i) in the event of a
stock dividend on, or a subdivision, combination or reclassification of, the
Common Stock, (ii) if holders of the Common Stock are granted certain rights or
warrants to subscribe for Common Stock or convertible securities at less than
the current market price of the Common Stock, or (iii) upon the distribution to
holders of the Common Stock of evidences of indebtedness or assets (excluding
regular quarterly or other periodic cash dividends) or of subscription rights or
warrants (other than those referred to above). With certain exceptions, no
adjustment in the Purchase Price will be required until cumulative adjustments
amount to at least 1% of the Purchase Price. No fractional shares of Common
Stock will be issued and, in lieu thereof, an adjustment in cash will be made
based on the market price of the Common Stock on the last trading date prior to
the date of exercise.
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.
The implementation of the Rights Agreement will not interfere with the
day-to-day operations of the Company. The Rights Agreement provides that the
Company may not enter into any transaction of the sort enumerated in the "flip
in/flip over" provisions if, in connection therewith, there are outstanding
securities or there are agreements or arrangements intended to counteract the
protective provisions of the Rights. For example, the Company may not merge with
an acquiring corporation if the acquiring corporation has granted its
shareholders rights to purchase its common stock at less than fair market value
upon the triggering of flip over rights in one of its acquisition targets. Any
of the provisions of the Rights Agreement may be amended by the Board as long as
the Rights are then redeemable. When the Rights are not redeemable, the
provisions of the Rights Agreement may be amended by the Board only in order to
cure any ambiguity, to correct or supplement any provision which may be
inconsistent with any other provision or make changes which do not affect
adversely the interests of holders of Rights; provided, however, that no
amendment may change the redemption price or the expiration date of the Rights,
and amendments
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after a person or group of affiliated or associated persons becomes an Acquiring
Person or an Adverse Person (other than pursuant to a qualifying Tender Offer)
may be made only if approved by a majority of the Independent Directors and at
least two-thirds of the Board.
A copy of the Rights Agreement has been 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 Rights Agent.
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.
ITEM 2. EXHIBITS.
4.1 Form of 2000 Common Stock Purchase Rights Agreement, dated as of
June 9, 2000, between the Company and American Stock Transfer &
Trust Company
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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, thereto duly authorized.
Date: June 13, 2000 All American Semiconductor, Inc.
By: /s/ PAUL GOLDBERG
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Paul Goldberg, Chairman of the Board
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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4.1 Form of 2000 Common Purchase Rights Agreement, dated as of June 9,
2000, between the Company and American Stock Transfer & Trust
Company
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