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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CATHAY BANCORP, INC.
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 95-4274680
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
777 NORTH BROADWAY, LOS ANGELES, CALIFORNIA 90012
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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
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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. /X/
Securities Act registration statement file number to which this form relates:
_____ (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
PREFERRED STOCK PURCHASE RIGHTS ISSUED UNDER A
RIGHTS AGREEMENT DATED AS OF NOVEMBER 16, 2000
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(Title of class)
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(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On November 16, 2000, the Board of Directors of Cathay Bancorp, Inc.
declared a dividend of one preferred share purchase right for each outstanding
share of Cathay Bancorp's common stock. The dividend is payable on January 19,
2001 to our stockholders of record at the close of business on the record date,
December 20, 2000. In this registration statement, "Cathay Bancorp," "we," "us"
and "our" refer to Cathay Bancorp, Inc.
Each preferred share purchase right entitles the registered holder to
purchase from Cathay Bancorp one one-thousandth of a share of Cathay Bancorp's
series A junior participating preferred stock at a price of $200, subject to
adjustment. The terms and conditions of the rights are contained in a Rights
Agreement, dated as of November 16, 2000, between Cathay Bancorp and American
Stock Transfer and Trust Company, as the Rights Agent. The Rights Agreement is a
successor to Cathay Bancorp's prior rights agreement, which expires at the close
of business on December 20, 2000.
THE FOLLOWING DISCUSSION IS A SUMMARY OF SOME PROVISIONS OF THE RIGHTS
AGREEMENT. AS SUCH, IT IS NOT COMPLETE AND MAY NOT CONTAIN ALL INFORMATION THAT
MAY BE IMPORTANT. THE DISCUSSION IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
THE FULL TEXT OF THE RIGHTS AGREEMENT, WHICH IS AN EXHIBIT TO THIS REGISTRATION
STATEMENT AND IS INCORPORATED INTO THIS REGISTRATION STATEMENT BY THIS
REFERENCE.
The rights will be evidenced, with respect to any common stock
certificate outstanding as of the record date, by the common stock
certificate and the summary of rights (a form of which is attached as an
exhibit to the Rights Agreement), until the earlier to occur of:
- 10 days following a public announcement that a person or group of
affiliated or associated persons (with certain exceptions, an
"acquiring person") has acquired beneficial ownership of 15% or
more of the outstanding shares of our common stock or
- 10 business days (or such later date as may be determined by
action of our Board of Directors prior to such time as any person
or group of affiliated persons becomes an acquiring person) after
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 the outstanding shares of our common stock (the earlier of
such dates being called the "distribution date").
Under the Rights Agreement, until the earlier of the distribution date
or expiration of the rights:
- The rights will transfer with and only with our common stock;
- New common stock certificates issued after the record date will
contain a notation incorporating the Rights Agreement by
reference; and
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- The surrender for transfer of any of our common stock certificates
outstanding as of the record date, even without such notation or a
copy of the summary of rights, will also transfer the rights
associated with the shares of common stock represented by those
certificates.
As soon as practicable after the distribution date, we will mail
separate certificates evidencing the rights (called "right certificates") to the
record holders of our common stock as of the close of business on the
distribution date. These separate right certificates alone will then evidence
the rights.
The rights are not exercisable until the distribution date. The rights
will expire on November 16, 2010, unless that date is advanced or extended or
unless we earlier redeem or exchange the rights, in each case as described
below.
The purchase price payable, and the number of shares of preferred stock
or other securities or property issuable, upon exercise of the rights is subject
to adjustment from time to time to prevent dilution:
- If there is a stock dividend on, or a subdivision, combination or
reclassification of, the preferred stock;
- On the grant to holders of the preferred stock of certain rights
or warrants to subscribe for or purchase preferred stock at a
price, or securities convertible into preferred stock with a
conversion price, less than the then-current market price of the
preferred stock; or
- On the distribution to holders of the preferred stock of evidences
of indebtedness or assets (excluding regular periodic cash
dividends or dividends payable in preferred stock) or of
subscription rights or warrants (other than those referred to
above).
The number of outstanding rights is subject to adjustment if there is a
stock dividend on our common stock payable in shares of common stock or
subdivisions, consolidations or combinations of our common stock occurring, in
any such case, prior to the distribution date.
Shares of preferred stock purchasable upon exercise of the rights will
not be redeemable. Each share of preferred stock will be entitled, when, as and
if declared, to a minimum preferential quarterly dividend payment of the greater
of:
- $10.00 per share, and
- An amount equal to 1,000 times the dividend declared per share of
our common stock.
In the event of our liquidation, dissolution or winding up, the holders
of the preferred stock will be entitled to a minimum preferential payment of the
greater of:
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- $10.00 per share (plus any accrued but unpaid dividends), and
- An amount equal to 1,000 times the payment made per share of our
common stock.
Each share of the preferred stock will have 1,000 votes, voting
together with our common stock. Finally, in the event of any merger,
consolidation or other transaction in which outstanding shares of our common
stock are converted or exchanged, each share of the preferred stock will be
entitled to receive 1,000 times the amount received per share of our common
stock. These rights to dividends, distributions and vote are protected by
customary antidilution provisions.
Because of the nature of the preferred stock's dividend, liquidation
and voting rights, the value of the one one-thousandth interest in a share of
the preferred stock purchasable upon exercise of each right should approximate
the value of one share of our common stock.
If any person or group of affiliated or associated persons becomes an
acquiring person (as defined above), each holder of a right, other than the
acquiring person, will then have the right to receive, after exercise of the
right, that number of shares of our common stock having a market value of two
times the exercise price of the right. The rights beneficially owned by the
acquiring person will be void.
If, after a person or group has become an acquiring person, Cathay
Bancorp is acquired in a merger or other business combination transaction or 50%
or more of its consolidated assets or earning power are sold, each holder of a
right, other than the acquiring person, will then have the right to receive,
after exercise of the right, that number of shares of common stock of the person
with whom Cathay Bancorp has engaged in such transaction (or its parent) that at
the time of such transaction have a market value of two times the exercise price
of the right. The rights beneficially owned by the acquiring person will be
void.
At any time after any person or group becomes an acquiring person, and
prior to the earlier of one of the events described in the previous paragraph or
the acquiring person's acquisition of 50% or more of our outstanding common
stock, our Board of Directors may exchange the rights, other than those rights
that the acquiring person owns, in whole or in part, for shares of our common
stock or preferred stock (or another series of our preferred stock having
equivalent rights, preferences and privileges) at an exchange ratio per right of
one share of common stock or a fractional share of preferred stock (or other
preferred stock) equivalent in value to the common stock. The rights
beneficially owned by the acquiring person will be void.
With certain exceptions, no adjustment in the purchase price payable on
exercise of the rights will be required until cumulative adjustments require an
adjustment of at least 1% in the purchase price. No fractional shares of
preferred stock or common stock will be issued (other than fractions of
preferred stock which are integral multiples of one one-thousandth of a share of
preferred stock, which may, at our election, be evidenced by depositary
receipts), and in lieu thereof an adjustment in cash will be made based on the
current market price of the preferred stock or the common stock.
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Until an acquiring person becomes such, our Board of Directors may
redeem the rights in whole, but not in part, at a price of $.01 per right. This
redemption price is payable, at our option, in cash, shares of our common stock
or such other form of consideration as our Board of Directors may determine. The
redemption of the rights may be made effective at such time, on such basis and
with such conditions as our Board of Directors in its sole discretion may
establish. Immediately on 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.
As long as the rights are then redeemable, we may amend the Rights
Agreement in any manner, other than to change the redemption price. After the
rights are no longer redeemable, we may amend the Rights Agreement in any manner
that does not adversely affect the interests of holders of the rights as such.
However, no amendment may be made that changes the redemption price.
Until a right is exercised or exchanged, the holder of the right, as
such, will have no rights as a Cathay Bancorp stockholder, including, without
limitation, the right to vote or to receive dividends.
ITEM 2. EXHIBITS.
1. Rights Agreement, dated as of November 16, 2000, between
Cathay Bancorp, Inc. and American Stock Transfer and Trust
Company as Rights Agent (including Exhibit A - Form of
Certificate of Designation of Series A Junior Participating
Preferred Stock of Cathay Bancorp, Inc.; Exhibit B - Form of
Right Certificate; and Exhibit C - Summary of Rights to
Purchase Shares of Preferred Stock of Cathay Bancorp, Inc.)
2. Press Release, dated November 28, 2000.
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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, in Los
Angeles, California.
CATHAY BANCORP, INC.
Date: December 20, 2000 By: /s/ DUNSON K. CHENG
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Name: Dunson K. Cheng
Title: Chairman and President
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EXHIBIT INDEX
1. Rights Agreement, dated as of November 16, 2000, between Cathay
Bancorp, Inc. and American Stock Transfer and Trust Company as Rights
Agent (including Exhibit A - Form of Certificate of Designation of
Series A Junior Participating Preferred Stock of Cathay Bancorp, Inc.;
Exhibit B - Form of Right Certificate; and Exhibit C - Summary of
Rights to Purchase Shares of Preferred Stock of Cathay Bancorp, Inc.)
2. Press Release, dated November 28, 2000.
