UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BENCHMARK ELECTRONICS, INC.
(Exact name of registrant as specified in its charter)
TEXAS 74-2211011
(State of incorporation (I.R.S. Employer Identification No.)
or organization)
3000 TECHNOLOGY DRIVE
ANGLETON, TEXAS 77515
(Address of principal executive offices) (Zip Code)
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), please check the following box. [X]
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), please check the following box. [ ]
Securities Act registration statement file number to which this form
relates: Not Applicable.
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
------------------- ------------------------------
PREFERRED STOCK PURCHASE RIGHTS NEW YORK STOCK EXCHANGE
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
(Title of Class)
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ITEM 2. EXHIBITS.
1.* Rights Agreement dated December 11, 1998 between Benchmark
Electronics, Inc. and Harris Trust and Savings Bank, as Rights
Agent, together with the following exhibits thereto: Exhibit A --
Form of Statement of Resolution Establishing Series A Cumulative
Junior Participating Preferred Stock of Benchmark Electronics, Inc.;
Exhibit B -- Form of Right Certificate; and Exhibit C -- Summary of
Rights to Purchase Preferred Stock of Benchmark Electronics, Inc.
2.* Press Release dated December 11, 1998.
3.** Summary of Rights to Purchase Preferred Stock of Benchmark
Electronics, Inc.
- -----------
* Previously Filed.
** Filed Herewith.
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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 Amendment to its Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized.
BENCHMARK ELECTRONICS, INC.
By: /s/ DONALD E. NIGBOR
Name: Donald E. Nigbor
Title: President
Date: December 21, 1998
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
- ----------- -----------
1.* Rights Agreement dated December 11, 1998 between Benchmark
Electronics, Inc. and Harris Trust and Savings Bank, as Rights
Agent, together with the following exhibits thereto: Exhibit A --
Form of Statement of Resolution Establishing Series A Cumulative
Junior Participating Preferred Stock of Benchmark Electronics, Inc.;
Exhibit B -- Form of Right Certificate; and Exhibit C -- Summary of
Rights to Purchase Preferred Stock of Benchmark Electronics, Inc.
2.* Press Release dated December 11, 1998.
3.** Summary of Rights to Purchase Preferred Stock of Benchmark
Electronics, Inc.
- -----------
* Previously Filed.
** Filed Herewith.
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EXHIBIT 3
BENCHMARK ELECTRONICS, INC.
SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK
On December 11, 1998, the Board of Directors of Benchmark
Electronics, Inc. (the "Company") declared a dividend of one right to purchase
preferred stock ("Right") for each outstanding share of the Company's Common
Stock, par value $0.10 per share ("Common Stock"), to shareholders of record at
the Close of Business on December 21, 1998. 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 A Cumulative Junior Participating Preferred Stock,
par value $0.10 per share (the "Preferred Stock"), at a purchase price of
$155 per Unit, subject to adjustment (the "Purchase Price"). The description and
terms of the Rights are set forth in a Rights Agreement dated as of December 11,
1998 (the "Rights Agreement") between the Company and Harris Trust and Savings
Bank, as Rights Agent.
Initially, the Rights will be attached to all certificates
representing outstanding shares of Common Stock, and no separate certificates
for the Rights ("Rights Certificates") will be distributed. The Rights will
separate from the Common Stock and a "Distribution Date" will occur upon the
earlier of (i) ten days (or, in connection with a Permitted Offer only, such
later date as may be determined by the Company's Board of Directors before the
Distribution Date occurs) 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 (the date of the announcement being the
"Stock Acquisition Date"), or (ii) ten business days (or such later date as may
be determined by the Company's Board of Directors before the Distribution Date
occurs) following the commencement of a tender offer or exchange offer that
would result in a person's becoming an Acquiring Person. Until the Distribution
Date, (a) the Rights will be evidenced by the Common Stock certificates
(together with a copy of this Summary of Rights or bearing the notation referred
to below) and will be transferred with and only with such Common Stock
certificates, (b) new Common Stock certificates issued after December 21, 1998
will contain a notation incorporating the Rights Agreement by reference and (c)
the surrender for transfer of any certificate for Common Stock outstanding (with
or without a copy of this Summary of Rights) will also constitute the transfer
of the Rights associated with the Common Stock represented by such certificate.
The Rights are not exercisable until the Distribution Date and will
expire at the Close of Business on December 11, 2008, unless earlier redeemed or
exchanged by the Company as described below.
As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of Common Stock as of the Close
of Business on the Distribution Date and, from and after the Distribution Date,
the separate Rights Certificates alone will represent the Rights. All shares of
Common Stock issued prior to the Distribution Date will be issued with Rights.
Shares of Common Stock issued after the Distribution Date in connection with
certain employee benefit plans or upon conversion of certain securities will be
issued with Rights. Except as otherwise
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determined by the Board of Directors, no other shares of Common Stock issued
after the Distribution Date will be issued with Rights.
In the event (a "Flip-In Event") that a person becomes an Acquiring
Person, (except pursuant to a tender or exchange offer for all outstanding
shares of Common Stock at a price and on terms that a majority of the
independent directors of the Company determines to be fair to and otherwise in
the best interests of the Company and its shareholders (a "Permitted Offer"))
each holder of a Right will thereafter have the right to receive, upon exercise
of such Right, a number of shares of Common Stock (or, in certain circumstances,
cash, property or other securities of the Company) having a Current Market Price
(as defined in the Rights Agreement) equal to two times the exercise price of
the Right. Notwithstanding the foregoing, following the occurrence of any
Flip-In Event, all Rights that are, or (under certain circumstances specified in
the Rights Agreement) were, beneficially owned by any Acquiring Person (or by
certain related parties) will be null and void in the circumstances set forth in
the Rights Agreement. However, Rights are not exercisable following the
occurrence of any Flip-In Event until such time as the Rights are no longer
redeemable by the Company as set forth below.
For example, at an exercise price of $155 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 $310
worth of Common Stock (or other consideration, as noted above), based upon its
then Current Market Price, for $155. Assuming that the Common Stock had a
Current Market Price of $30 per share at such time, the holder of each valid
Right would be entitled to purchase 10.3 shares of Common Stock for $155.
In the event (a "Flip-Over Event") that, at any time on or after the
Stock Acquisition Date, (i) the Company is acquired in a merger or other
business combination transaction (other than a specified type of merger that
follows a Permitted Offer), or (ii) 50% or more of the Company's assets or
earning power is sold or transferred, each holder of a Right (except Rights that
previously have been voided as set forth above) shall thereafter have the right
to receive, upon exercise, a number of shares of common stock of the acquiring
company (or in certain cases its controlling person) having a Current Market
Price equal to two times the exercise price of the Right. Flip-In Events and
Flip-Over Events are collectively referred to as "Triggering Events."
The Purchase Price payable, and the number of Units of Preferred
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
Preferred Stock, (ii) if holders of the Preferred Stock are granted certain
rights or warrants to subscribe for Preferred Stock or convertible securities at
less than the current market price of the Preferred Stock, or (iii) upon the
distribution to holders of the Preferred Stock of evidences of indebtedness or
assets (excluding regular quarterly cash dividends) or of subscription rights or
warrants (other than those referred to above).
No adjustment in the Purchase Price will be required until
cumulative adjustments amount to at least 1% of the Purchase Price. No
fractional Units are required to be issued and, in
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lieu thereof, an adjustment in cash may be made based on the market price of the
Preferred Stock on the last trading date prior to the date of exercise. Pursuant
to the Rights Agreement, the Company reserves the right to require prior to the
occurrence of a Triggering Event that, upon any exercise of Rights, a number of
Rights be exercised so that only whole shares of Preferred Stock will be issued.
At any time until ten days following the Stock Acquisition Date, the
Company may redeem the Rights in whole, but not in part, at a price of $.01 per
Right, payable, at the option of the Company, in cash, shares of Common Stock or
such other consideration as the Board of Directors may determine. Immediately
upon the effectiveness of 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 $.01 redemption price.
At any time after the occurrence of a Flip-In Event and prior to a
person's becoming the beneficial owner of 50% or more of the shares of Common
Stock then outstanding, the Company may exchange the Rights (other than Rights
owned by an Acquiring Person or an affiliate or an associate of an Acquiring
Person, which will have become void), in whole or in part, at an exchange ratio
of one share of Common Stock, and/or other equity securities deemed to have the
same value as one share of Common Stock, per Right, subject to adjustment.
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
should 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 the common stock of the acquiring company as set forth above or
are exchanged as provided in the preceding paragraph.
Prior to the Distribution Date, any of the provisions of the Rights
Agreement may be amended by the Board of Directors of the Company other than the
provision establishing the Redemption Price. Thereafter, the provisions of the
Rights Agreement (other than the provision establishing the Redemption Price)
may be amended by the Board of Directors in order to cure any ambiguity, defect
or inconsistency, to make changes that do not materially adversely affect the
interests of holders of Rights (excluding the interests of any Acquiring
Person), or to shorten or lengthen any time period under the Rights Agreement;
PROVIDED, HOWEVER, that no amendment to lengthen the time period governing
redemption shall be made at such time as the Rights are not redeemable.
A copy of the Rights Agreement has been filed with the Securities
and Exchange Commission as an exhibit to a 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.
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