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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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
THQ INC.
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(Exact name of registrant as specified in its charter)
Delaware 13-3541686
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
27001 Agoura Road, Suite 325
Calabasas Hills, California 91301
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(Address of principal executive offices) (Zip Code)
Securities Act registration statement to which this form relates:
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 upon filing 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 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 Stock Purchase Rights NASDAQ
Securities to be registered pursuant to Section 12(g) of the Act: None
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
On June 21, 2000, the Board of Directors of THQ Inc. (the "Company")
declared a dividend distribution of one preferred stock purchase right (a
"Right") for each outstanding share of the Company's common stock, without par
value ("Common Stock"), to stockholders of record at the Close of Business on
July 3, 2000. Each Right entitles the registered holder to purchase from the
Company one one-hundredth of a share (except as described below) of Series A
Junior Participating Preferred Stock, without par value (the "Preferred Stock"),
at a price of $100 (the "Purchase Price") per one one-hundredth of a share,
subject to adjustment. The description and terms of the Rights are set forth in
a Rights Agreement (the "Rights Agreement") dated as of June 21, 2000 between
the Company and American Stock Transfer & Trust Company, as Rights Agent.
Initially, the Rights will be attached to all Common Stock certificates
representing shares then outstanding, and no separate Rights certificates will
be distributed. The Rights will separate from the Common Stock and the
Distribution Date will occur upon the earlier of (i) 10 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 (a "Stock
Acquisition Distribution Date") 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 or group becomes an Acquiring Person) following the commencement of a
tender offer or exchange offer which, if consummated, would result in a person
or group beneficially owning 15% or more of the outstanding shares of Common
Stock.
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 July 3,
2000, will contain a notation incorporating the Rights Agreement by reference
and (iii) the surrender for transfer of any certificates for Common Stock
outstanding will also constitute the transfer of the Rights associated with the
Common Stock represented by such certificate.
Pursuant to the Rights Agreement, the Company reserves the right to
require prior to the occurrence of a Triggering Event (as defined below) that,
upon any exercise of Rights, a number of Rights be exercised so that only whole
shares of Preferred Stock will be issued.
The Rights are not exercisable until the Distribution Date and will
expire at the Close of Business on June 21, 2010, unless earlier redeemed by the
Company as described below.
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. Except as otherwise provided in
the Rights Agreement, only shares of Common Stock issued prior to the
Distribution Date will be issued with Rights.
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In the event that, at any time following the Distribution Date, a person
or group becomes an Acquiring Person, each holder of a Right will thereafter
have the right to receive, upon exercise, Common Stock having a value equal to
two times the exercise price of the Right. If an insufficient number of shares
of Common Stock is authorized for issuance, then the Board would be required to
substitute cash, property or other securities of the Company for the Common
Stock. Notwithstanding any of the foregoing, following the occurrence of the
event set forth in this paragraph, all Rights that are, or (under certain
circumstances specified in the Rights Agreement) were, beneficially owned by any
Acquiring Person will be null and void. However, Rights are not exercisable
following the occurrence of the event set forth in this paragraph until such
time as the Rights are no longer redeemable by the Company as set forth below.
For example, at an exercise price of $100 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 $200
worth of Common Stock (or other consideration, as noted above) for $100.
Assuming that the Common Stock had a per share value of $50 at such time, the
holder of each valid Right would be entitled to purchase 4 shares of Common
Stock for $100.
In the event that, at any time following a Stock Acquisition
Distribution Date, (i) the Company is acquired in a merger or other business
combination transaction in which the Company is not the surviving corporation,
(ii) the Company is acquired in a merger or other business combination
transaction in which the Company is the surviving corporation and all or part of
the Common Stock is converted into securities of another entity, cash or other
property, or (iii) 50% or more of the Company's assets or earning power is sold
or transferred, each holder of a Right (except Rights which previously have been
voided as set forth above) shall thereafter have the right to receive, upon
exercise, common stock of the acquiring company having a value equal to two
times the exercise price of the Right. The events set forth in this paragraph
and in the second preceding paragraph are referred to as the "Triggering
Events."
The purchase price payable, and the number of shares 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, options 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 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 will be issued and, in lieu thereof, an adjustment
in cash will be made based on the market price of the Preferred Stock on the
last trading day prior to the date of exercise.
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 shares of Common Stock, the Board of Directors of the Company may
exchange the Rights (other than Rights
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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, or one one-hundredth of a
share of Preferred Stock (or of a share of a class or series of the Company's
preferred stock having equivalent rights, preferences and privileges), per Right
(subject to adjustment).
In general, the Company may redeem the Rights in whole, but not in part,
at a price of $.001 per Right (subject to adjustment and payable in cash, Common
Stock or other consideration deemed appropriate by the Board of Directors) at
any time until a Stock Acquisition Distribution Date. Immediately upon the
action of the Board of Directors authorizing any redemption, the Rights will
terminate and the only right of the holders of Rights will be to receive the
redemption price.
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. While the distribution of the Rights will not
result in the recognition of taxable income by stockholders or the Company,
stockholders may, depending upon the circumstances, recognize taxable income
after a Triggering Event.
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, 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.
A copy of the Rights Agreement is available free of charge from the
Rights Agent. This 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.
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
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<S> <C>
4 Rights Agreement dated as of June 21, 2000 between the Company
and American Stock Transfer & Trust Company, as Rights Agent,
which includes the form of Certificate of Designations setting
forth the terms of the Series A Junior Participating Preferred
Stock as Exhibit A, the form of Rights Certificate as Exhibit B
and the Summary of Rights to Purchase Preferred Stock as Exhibit
C, is hereby incorporated by reference to Exhibit 4 of the
Company's Current Report on Form 8-K dated June 21, 2000.
</TABLE>
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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 on Form
8-A to be signed on its behalf by the undersigned, thereunto duly authorized.
THQ INC.
By: /s/ Brian J. Farrell
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Name: Brian J. Farrell
Title: Chief Executive Officer and
President
Date: June 21, 2000
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