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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10/A
AMENDMENT TO GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
ESCO Electronics Corporation
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Missouri 43-1554045
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
8888 Ladue Road, Suite 200, St. Louis, Missouri 63124-2090
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (314) 213-7200
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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
Common Stock, par value $0.01 per share New York Stock Exchange, Inc.
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Preferred Stock Purchase Rights New York Stock Exchange, Inc.
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 11. Description of Registrant's Securities to be Registered.
The undersigned Registrant (or the "Company") hereby amends
the information provided under Item 11, Description of Registrant's Securities
to be Registered, in its Registration Statement on Form 10, as amended under
cover of Form 8 filed on September 27, 1990, by deleting "DESCRIPTION OF COMMON
STOCK TRUST RECEIPTS" and "DESCRIPTION OF CAPITAL STOCK" and the information set
forth thereunder, and substituting the following information.
Any statement contained in the Registration Statement shall be
deemed to be modified or superseded to the extent that a statement contained
herein modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of the Registration Statement.
DESCRIPTION OF CAPITAL STOCK
The Company's Articles of Incorporation authorize the issuance
of 50 million shares of common stock, par value $.01 per share (the "Common
Stock"), and 10 million shares of preferred stock, par value $.01 per share (the
"Preferred Stock"). The Common Stock and associated preferred stock purchase
rights trade on the New York Stock Exchange under the symbol "ESE."
Exchange of Common Stock Trust Receipts
Prior to January 18, 2000, all of the outstanding shares of
the Common Stock and associated preferred share purchase rights of the Company
were represented by common stock trust receipts ("Trust Receipts"). The shares
of Common Stock represented by such Trust Receipts were held in trust by The
Chase Manhattan Bank, successor in interest to Boatmen's Trust Company, as
Trustee (the "Trustee"), pursuant to a Deposit and Trust Agreement dated as of
September 24, 1990.
The Deposit and Trust Agreement directed the Trustee to
distribute the shares of Common Stock to holders in exchange for their Trust
Receipts upon notice from Emerson Electric Co. ("Emerson") that Emerson's
obligation to guarantee certain of the Company's government contracts had been
fully and finally discharged. Such notice was provided by Emerson on November
10, 1999, the Deposit and Trust Agreement has been terminated and the holders of
Trust Receipts have been directed by the Company to tender such Trust Receipts
to the Company's transfer and exchange agent in exchange for certificates
representing the shares of Common Stock represented by such Trust Receipts. The
Trust Receipts will be canceled once tendered and exchanged.
Commencing with the opening of business on January 18, 2000,
the Trust Receipts ceased trading on the New York Stock Exchange and the shares
of Common Stock represented by such Trust Receipts began trading instead.
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Amended and Restated Rights Agreement
On September 23, 1990, the Company's Board of Directors
declared a dividend of one preferred stock purchase right (a "Right") for each
outstanding share of Common Stock. The dividend distribution was payable on
September 24, 1990, to the shareholders of record as of the close of business on
that date, and the description and terms of the Rights were set forth in a
Rights Agreement, dated as of September 24, 1990, as amended (the "Original
Rights Agreement"), by and between the Company and ChaseMellon Shareholder
Services, L.L.C., successor in interest to Boatmen's Trust Company, as Rights
Agent. On February 3, 2000, the Board of Directors amended and restated the
Original Rights Agreement. The Original Rights Agreement, as so amended and
restated, is referred to as the "Rights Agreement."
Common Stock
Subject to the rights of the holders of any Preferred Stock
which may be outstanding, each holder of Common Stock on the applicable record
date is entitled to receive such dividends as may be declared by the Board of
Directors out of funds legally available therefor, and, in the event of
liquidation, to share pro rata in any distribution of the Company's assets after
payment or providing for the payment of liabilities. Each holder of Common Stock
is entitled to one vote for each share held of record on the applicable record
date on all matters presented to a vote of shareholders, including the election
of directors. Holders of Common Stock have no cumulative voting rights or
preemptive rights to purchase or subscribe for any stock or other securities and
there are no conversion rights or redemption or sinking fund provisions with
respect to such stock. As of January 31, 2000, there were approximately
12,407,062 shares of Common Stock outstanding. Additional shares of authorized
Common Stock may be issued without shareholder approval.
Preferred Stock
The Company's Board of Directors has the authority to issue
shares of Preferred Stock in one or more series and to fix, by resolution, the
voting powers, which may be full or limited or no voting powers, designations,
preferences and relative, participating, optional or other special rights and
the qualifications, limitations or restrictions thereof, including liquidation
preferences, dividend rates, conversion rights and redemption provisions of the
shares constituting any series, without further vote or action by the
shareholders. Any shares of Preferred Stock so authorized and issued would have
priority over the Common Stock with respect to dividend and/or liquidation
rights.
Effects on Change of Control
The authorized but unissued shares of Common Stock and
Preferred Stock, as well as treasury shares, are available for future issuance
without shareholder approval. These additional shares may be utilized for a
variety of proper corporate purposes, including raising additional capital,
corporate acquisitions and employee benefit plans.
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One of the effects of the existence of unissued and unreserved
Common Stock and Preferred Stock may be to enable the Board of Directors to
issue shares to persons friendly to current management, which could render more
difficult or discourage an attempt to obtain control of the Company by means of
a merger, tender offer, proxy contest or otherwise, and thereby protect the
continuity of the Company's management. Issuance of such stock might, under
certain circumstances, deter the acquisition of the Company or its securities by
a person concerned about the terms or effect of such stock.
In addition, the Company's Articles of Incorporation, Bylaws
and Rights Agreement contain certain provisions which may have the effect of
discouraging certain types of transactions that involve an actual or threatened
change of control of the Company. See "Certain Charter and Bylaw Provisions" and
"Preferred Stock Purchase Rights."
Preferred Stock Purchase Rights
Each share of Common Stock also represents one Right under the
Rights Agreement. Each Right entitles the registered holder to purchase from the
Company one one-hundredth of a share of Series A Junior Participating Preferred
Stock, par value $0.01 per share (the "Series A Preferred Stock"), of the
Company at a price of $60 per one one-hundredth of a share of Series A Preferred
Stock (the "Purchase Price"), subject to adjustment. As of January 31, 2000,
there were approximately 12,407,062 Rights associated with shares of Common
Stock outstanding.
Until the earlier to occur of (i) the close of business on the
tenth business day following the date of public announcement or the date on
which the Company first has notice or determines that a person or group of
affiliated or associated persons (other than the Company, any subsidiary of the
Company or any employee benefit plan of the Company) (an "Acquiring Person") has
acquired, or obtained the right to acquire, 20% or more of the outstanding
shares of voting stock of the Company without the prior express written consent
of the Company executed on behalf of the Company by a duly authorized officer of
the Company following express approval by action of at least a majority of the
members of the Board of Directors then in office (the "Stock Acquisition Date")
or (ii) the close of business on the tenth business day (or such later date as
may be determined by action of the Board of Directors but not later than the
Stock Acquisition Date) following the commencement of a tender offer or exchange
offer, without the prior written consent of the Company, by a person (other than
the Company, any subsidiary of the Company or an employee benefit plan of the
Company) which, upon consummation, would result in such person's control of 20%
or more of the Company's voting stock (the earlier of the dates in clause (i) or
(ii) above being called the "Distribution Date"), the Rights will be evidenced
by the Common Stock certificates.
The Rights Agreement provides that, until the Distribution
Date (or earlier redemption or expiration of the Rights), the Rights will be
transferred with and only with the Company's Common Stock. Until the
Distribution Date (or earlier redemption, exchange or expiration of the Rights),
new Common Stock certificates issued after February 3, 2000 upon transfer or new
issuances of Common Stock will contain a notation incorporating the Rights
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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 (or, until exchanged for
certificates of Common Stock pursuant to the Deposit and Trust Agreement (as
defined in the Rights Agreement), common stock trust receipts), even without
such notation will also constitute the transfer of the Rights associated with
the Common Stock represented by such certificate (or trust receipt). As soon as
practicable following the Distribution Date, separate certificates evidencing
the Rights ("Right Certificates") will be mailed to holders of record of the
Common Stock as of the close of business on the Distribution Date and such
separate certificates alone will then evidence the Rights.
The Rights are not exercisable until the Distribution Date.
The Rights will expire, if not previously exercised, on February 3, 2010 (the
"Final Expiration Date"), unless the Final Expiration Date is extended or unless
the Rights are earlier redeemed or exchanged by the Company.
The Purchase Price payable, and the number of shares of Series
A 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 Series A Preferred Stock, (ii) upon the grant to holders
of the Series A Preferred Stock of certain rights or warrants to subscribe for
or purchase Series A Preferred Stock at a price, or securities convertible into
Series A Preferred Stock with a conversion price, less than the then-current
market price of the Series A Preferred Stock or (iii) upon the distribution to
holders of the Series A Preferred Stock of evidences of indebtedness or assets
(excluding regular periodic cash dividends or dividends payable in Series A
Preferred Stock) or of subscription rights or warrants (other than those
referred to above).
The number of outstanding Rights and the number of one
one-hundredths of a share of Series A Preferred Stock issuable upon exercise of
each Right are also subject to adjustment in the event of a stock split of the
Common Stock or a stock dividend on the Common Stock payable in shares of Common
Stock or subdivisions, consolidations or combinations of the Common Stock
occurring, in any such case, prior to the Distribution Date.
Shares of Series A Preferred Stock purchasable upon exercise
of the Rights will not be redeemable and will be junior to any other series of
preferred stock the Company may issue (unless otherwise provided in the terms of
such stock). Each share of Series A Preferred Stock will have a preferential
dividend in an amount equal to 100 times any dividend declared on each share of
Common Stock. In the event of liquidation, the holders of the Series A Preferred
Stock will receive a preferred liquidation payment equal to the greater of $100
and 100 times the payment made per share of Common Stock. Each share of Series A
Preferred Stock will have 100 votes, voting together with the Common Stock. In
the event of any merger, consolidation or other transaction in which shares of
Common Stock are converted or exchanged, each share of Series A Preferred Stock
will be entitled to receive 100 times the amount and type of consideration
received per share of Common Stock. The rights of the Series A Preferred Stock
as to dividends, liquidation and voting, and in the event of mergers and
consolidations, are protected by customary antidilution provisions.
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Because of the nature of the Series A Preferred Stock's
dividend, liquidation and voting rights, the value of the one one-hundredth
interest in a share of Series A Preferred Stock purchasable upon exercise of
each Right should approximate the value of one share of Common Stock.
If any person or group (other than the Company, any subsidiary
of the Company, or any employee benefit plan of the Company) acquires 20% or
more of the Company's outstanding voting stock without the prior written consent
of the Board of Directors, each Right, except those held by such persons, would
entitle each holder of a Right to acquire such number of shares of the Company's
Common Stock as shall equal the result obtained by multiplying the then-current
Purchase Price by the number of one one-hundredths of a share of Series A
Preferred Stock for which a Right is then exercisable and dividing that product
by 50% of the then-current per-share market price of Company Common Stock.
If any person or group (other than the Company, any subsidiary
of the Company, or any employee benefit plan of the Company) acquires more than
20% but less than 50% of the outstanding Company Common Stock without prior
written consent of the Board of Directors, each Right, except those held by such
persons, may be exchanged by the Board of Directors for one share of Company
Common Stock.
If the Company were acquired in a merger or other business
combination transaction where the Company is not the surviving corporation or
where Company Common Stock is exchanged or changed or 50% or more of the
Company's assets or earnings power is sold in one or several transactions
without the prior written consent of the Board of Directors, each Right would
entitle the holders thereof (except for the Acquiring Person) to receive such
number of shares of the acquiring company's common stock as shall be equal to
the result obtained by multiplying the then-current Purchase Price by the number
of one one-hundredths of a share of Series A Preferred Stock for which a Right
is then exercisable and dividing that product by 50% of the then-current market
price per share of the common stock of the acquiring company on the date of such
merger or other business combination transaction.
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 Series A Preferred Stock will
be issued (other than fractions which are integral multiples of one
one-hundredth of a share of Series A Preferred Stock, which may, at the election
of the Company, be evidenced by depositary receipts), and in lieu thereof an
adjustment in cash will be made based on the market price of the Series A
Preferred Stock on the last trading day prior to the date of exercise.
At any time prior to the time an Acquiring Person becomes
such, the Board of Directors of the Company may redeem the Rights in whole, but
not in part, at a price of $0.01 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 Board of Directors in its sole discretion may
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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 in any
manner that the Company may deem necessary or desirable, including, but not
limited to, an amendment to lower certain thresholds described above to not less
than the greater of (i) any percentage greater than the largest percentage of
the voting power of all securities of the Company then known to the Company to
be beneficially owned by any person or group of affiliated or associated persons
(other than certain excepted persons) and (ii) 10%, 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.
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.
Shareholders may, depending upon the circumstances, recognize
taxable income in the event that the Rights become exercisable for Series A
Preferred Stock or other consideration as described above.
The Rights have certain anti-takeover effects. The Rights may
cause substantial dilution to a person or group that attempts to acquire the
Company without a condition to an offer that a substantial number of the Rights
be acquired or the Rights be redeemed or not otherwise apply. The Company's
ability to amend the Rights Agreement may, depending on the circumstances,
increase or decrease the anti-takeover effects of the Rights. The Rights do not
prevent the Board of Directors of the Company from approving any merger or other
business combination since the Rights may be redeemed by the Board of Directors
as described above.
The form of Rights Agreement between the Company and the
ChaseMellon Shareholder Services, L.L.C., as Rights Agent, specifying the terms
of the Rights, which includes as Exhibit B thereto the form of Right
Certificate, is filed as Exhibit 4.1 to the Company's current report on Form 8-K
dated February 3, 2000. The foregoing description of the Rights does not purport
to be complete and is qualified in its entirety by reference to the form of
Rights Agreement (and the exhibits thereto) filed thereto.
Item 15. Financial Statements and Exhibits
(b) Exhibits
Exhibit No. Description
3.1 Restated Articles of Incorporation of the Registrant,
incorporated by reference to Exhibit 3(a) to the
Registrant's Form 10-K for the fiscal year ended September
30, 1999.
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4.1 Amended and Restated Rights Agreement, dated as of September
24, 1990 and amended and restated as of February 3, 2000,
between the Registrant and ChaseMellon Shareholder Services,
L.L.C., as Rights Agent, incorporated by reference to
Exhibit 4.1 to the Registrant's Current Report on Form 8-K
dated February 3, 2000.
4.2 Form of Amended Certificate of Designation, Preferences and
Rights of Series A Participating Cumulative Preferred Stock
of the Registrant, incorporated by reference to Exhibit A to
Exhibit 4.1 to the Registrant's Current Report on Form 8-K
dated February 3, 2000.
4.3 Form of Right Certificate, incorporated by reference to
Exhibit B to Exhibit 4.1 to the Registrant's Current Report
on Form 8-K dated February 3, 2000.
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SIGNATURES
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, thereunto duly authorized.
ESCO Electronics Corporation
Date: March 2, 2000 By: /s/ C.J. Kretschmer
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C.J. Kretschmer
Vice President & Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
3.1 Restated Articles of Incorporation of the Registrant,
incorporated by reference to Exhibit 3(a) to the
Registrant's Form 10-K for the fiscal year ended September
30, 1999.
4.1 Amended and Restated Rights Agreement, dated as of September
24, 1990 and amended and restated as of February 3, 2000,
between the Registrant and ChaseMellon Shareholder Services,
L.L.C., as Rights Agent, incorporated by reference to
Exhibit 4.1 to the Registrant's Current Report on Form 8-K
dated February 3, 2000.
4.2 Form of Amended Certificate of Designation, Preferences and
Rights of Series A Participating Cumulative Preferred Stock
of the Registrant, incorporated by reference to Exhibit A to
Exhibit 4.1 to the Registrant's Current Report on Form 8-K
dated February 3, 2000.
4.3 Form of Right Certificate, incorporated by reference to
Exhibit B to Exhibit 4.1 to the Registrant's Current Report
on Form 8-K dated February 3, 2000.
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