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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A-1
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
RECOVERY ENGINEERING, INC.
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(Exact name of registrant as specified in its charter)
MINNESOTA 41-1557115
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
9300 NORTH 75TH AVENUE
MINNEAPOLIS, MINNESOTA 55428
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(Address of principal executive offices) (Zip Code)
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
NONE N/A
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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. [ ]
SECURITIES ACT REGISTRATION STATEMENT
FILE NUMBER TO WHICH THIS FORM RELATES:
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(if applicable)
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.
Recovery Engineering, Inc. (the "Company"), hereby amends and restates
in its entirety the Registration Statement on Form 8-A relating to the Company's
Common Stock Purchase Rights, filed by the Company with the Securities and
Exchange Commission on February 20, 1996.
On January 30, 1996, the Board of Directors of the Company declared a
dividend of one common stock purchase right (a "Right") for each outstanding
share of common stock, par value $.01 per share (the "Common Stock"), of the
Company. The dividend is payable on February 19, 1996 (the "Record Date") to the
stockholders of record on that date. Each Right entitles the registered holder
to purchase from the Company one share of Common Stock at a price of $60.00 per
share (the "Purchase Price"), subject to adjustment. The description and terms
of the Rights are set forth in a Rights Agreement dated as of January 30, 1996,
as amended through April 29, 1999 (as amended, the "Rights Agreement") between
the Company and Norwest Bank Minnesota, National Association, as Rights Agent
(the "Rights Agent"). A copy of the Rights Agreement, as amended, is filed as an
exhibit hereto.
Until the earlier to occur of (i) 10 calendar days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") have acquired beneficial ownership of 15% or more of the
outstanding shares of Common Stock or (ii) 10 business days (or such later date
as may be determined by action of the Board of Directors prior to such time as
any person 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 15% or more of such outstanding shares of Common Stock (the earlier of
such dates being called the "Distribution Date"), the Rights will be evidenced,
with respect to any of the Common Stock certificates outstanding as of the
Record Date, by such Common Stock certificate with a copy of a Summary of Rights
attached thereto.
The Rights Agreement provides that at no time shall Brian F. Sullivan,
William F. Wanner, Jr., Goldman, Sachs & Co. nor any of their respective
Affiliates or Associates be deemed an "Acquiring Person" by reason of any such
Person being the beneficial owner of 15% or more of the shares of Common Stock
of the Company then outstanding, unless, in addition to (i) the shares of the
Company's Common Stock beneficially owned by such Person on February 3, 1998,
and (ii) the shares of the Company's Common Stock which such Person acquires
directly from the Company after February 3, 1998, such Person is also then the
beneficial owner of shares of the Company's Common Stock representing 3% or more
of the shares of Common Stock of the Company then outstanding.
The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with and only with the shares of Common Stock. Until
the Distribution Date (or earlier redemption, exchange or expiration of the
Rights), new Common Stock certificates issued after the Record Date, upon
transfer or new issuance of shares of Common Stock, will contain a notation
incorporating the Rights Agreement by reference. Until the Distribution Date (or
earlier redemption, exchange or expiration of the Rights), the surrender for
transfer of any certificates for shares of Common Stock, outstanding as of the
Record Date, even without such notation or a copy of a Summary of Rights being
attached thereto, will also constitute the transfer of the Rights associated
with the shares of Common Stock represented by such certificate. As soon as
practicable following the Distribution
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Date, separate certificates evidencing the Rights ("Rights Certificates") will
be mailed to holders of record of the shares of Common Stock as of the close of
business on the Distribution Date and such separate Rights Certificates alone
will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on February 19, 2006 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are earlier redeemed by the
Company, in each case, as described below.
The Purchase Price payable, and the number of shares of Common Stock or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Common
Stock, (ii) upon the grant to holders of the Common Stock of certain rights or
warrants to subscribe for or purchase Common Stock at a price, or securities
convertible into Common Stock with a conversion price, less than the then
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 periodic cash dividends paid out of earnings or retained earnings or
dividends payable in shares of Common Stock) or of subscription rights or
warrants (other than those referred to above).
In the event that any person or group of affiliated or associated
persons becomes the beneficial owner of 15% or more of the outstanding Common
Stock, subject to certain exceptions for shares owned by the Company, a
subsidiary or an employee benefit plan or issued directly by the Company, proper
provision shall be made so that each holder of a Right, other than any person or
group of affiliated or associated persons beneficially owning 15% or more of the
outstanding Common Stock (whose Rights will thereafter be void) will thereafter
have the right to receive upon exercise that number of shares of Common Stock
having a market value of two times the exercise price of the Right.
In the event that 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, proper provision will be made so that each holder of a Right
(other than Rights owned by an Acquiring Person, which will have become void)
will thereafter have the right to receive, upon the exercise thereof at the then
current exercise price of the Right, 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.
For example, at the Purchase Price of $60.00 per Right, if any person
becomes the beneficial owner of 15% or more of the outstanding Common Stock of
the Company, 10 calendar days thereafter each Right (other than Rights owned by
such 15% beneficial owner, which will have become void) would entitle its holder
to purchase $120.00 worth of the Company's Common Stock for $60.00. Assuming
that the Common Stock had a per share value of $15.00 at such time, each Right
would effectively entitle its holder to purchase 8 shares of Common Stock for
$60.00.
Similarly, if after a person becomes the beneficial owner of 15% or
more of the outstanding Common Stock of the Company, there occurs a business
combination with another entity in which the Company's Common Stock is converted
or exchanged, or the sale of 50% or more of the
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Company's consolidated assets or earning power, each Right (other than Rights
that have become void) would entitle the holder thereof to purchase $120.00
worth of the acquiring entity's stock for $60.00.
At any time after the acquisition by a person or group of affiliated or
associated persons of beneficial ownership of 15% or more of the outstanding
shares of Common Stock and prior to the acquisition by such person or group of
50% or more of the outstanding shares of Common Stock, the Board of Directors of
the Company may exchange the Rights (other than Rights owned by such person or
group which will have become void), in whole or in part, at an exchange ratio of
one share of Common Stock per Right (subject to adjustment).
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 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 day prior to the date of exercise.
At any time prior to the acquisition by a person or group of affiliated
or associated persons of beneficial ownership of 15% or more of the outstanding
shares of Common Stock, a majority of the Directors of the Company may vote to
redeem the Rights in whole, but not in part, at a price of $.01 per Right (the
"Redemption Price"). The redemption of the Rights may be made effective at such
time on such basis and with such conditions as the Directors in their 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 the 15% triggering thresholds described above to not less than the
greater of (i) any percentage greater than the largest percentage of the
outstanding Common Stock 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 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 stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.
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
filed herewith and incorporated herein by reference.
UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT,
RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS OR BECOMES AN ACQUIRING
PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF WILL
BECOME NULL AND VOID.
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ITEM 2. EXHIBITS.
4.1 Rights Agreement dated as of January 30, 1996, by and between
Recovery Engineering, Inc., and Norwest Bank Minnesota,
National Association, as Rights Agent
4.1.1. Amendment No. 1 dated as of February 3, 1998 to Rights
Agreement between Recovery Engineering, Inc. and Norwest Bank
Minnesota, National Association, as Rights Agent
4.1.2. Amendment No. 2 dated as of April 29, 1999 to Rights Agreement
between Recovery Engineering, Inc. and Norwest Bank Minnesota,
National Association, as Rights Agent
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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.
Dated: June 29, 1999 RECOVERY ENGINEERING, INC.
(Registrant)
By: /s/ BRIAN F. SULLIVAN
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Brian F. Sullivan
Chief Executive Officer
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INDEX TO EXHIBITS
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<CAPTION>
EXHIBIT
NO. DESCRIPTION METHOD OF FILING
<S> <C> <C>
4.1 Rights Agreement dated as of Filed as Exhibit 4.1 to the Company's
January 30, 1996, by and between Form 8-A Registration Statement dated
Recovery Engineering, Inc., and February 20, 1996 (File No. 0-21232)
Norwest Bank Minnesota, National and incorporated herein by reference
Association, as Rights Agent
4.1.1 Amendment No. 1 dated as of Filed as Exhibit 4.1.1 to the
February 3, 1998 to Rights Agreement Company's Annual Report on Form
between Recovery Engineering, Inc. 10-K for the year ended December 31,
and Norwest Bank Minnesota, National 1997 (File No. 0-21232) and
Association, as Rights Agent incorporated herein by reference
4.1.2 Amendment No. 2 dated as of April 29, Filed as Exhibit 4.1.2 to the
1999 to Rights Agreement between Company's Quarterly Report on Form
Recovery Engineering, Inc. and 10-Q for the quarterly period ended
Norwest Bank Minnesota, National April 4, 1999 (File No. 0-21232) and
Association, as Rights Agent incorporated herein by reference
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