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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
QUALITY SEMICONDUCTOR, INC.
(Exact Name of Registrant as Specified in Its Charter)
California 77-0199189
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(State of Incorporation or Organization) (IRS Employer
Identification No.)
851 Martin Avenue, Santa Clara, CA 95050
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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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None None
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Share Purchase Rights
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On August 26, 1997, the Board of Directors of Quality Semiconductor,
Inc. (the "Company") declared a dividend of one preferred share purchase right
(a "Right") for each outstanding share of Common Stock, $0.001 par value (the
"Common Shares"), of the Company. The dividend is payable on September 17, 1997
(the "Record Date") to shareholders of record as of the close of business on
that date. Each Right entitles the registered holder under certain circumstances
to purchase from the Company one one-thousandth of a share of Series A
Participating Preferred Stock, $0.001 par value, of the Company (the "Preferred
Shares"), subject to adjustment, at a price of $70.00 per one-thousandth of a
Preferred Share, subject to adjustment (the "Purchase Price"). The description
and terms of the Rights are set forth in a Preferred Shares Rights Agreement
(the "Rights Agreement") dated as of August 29, 1997 between the Company and
BankBoston, N.A., as Rights Agent (the "Rights Agent"). On April 23, 1999 the
Registrant and the Rights Agent amended the Rights Agreement.
The following is a general description only and is subject to the
detailed terms and conditions of the Rights Agreement, as amended. A copy of the
Rights Agreement, including the Certificate of Designation, the form of Rights
Certificate and the Summary of Rights to be provided to shareholders of the
Company, is attached as Exhibit 1 to this Registration Statement and is
incorporated herein by reference. A copy of Amendment No. 1 to the Rights
Agreement is attached as Exhibit 2 to this Registration Statement and is
incorporated herein by reference.
Rights Evidenced by Common Share Certificates
The Rights will not be exercisable until the Distribution Date (defined
below). Accordingly, Common Share certificates outstanding on the Record Date
will evidence the Rights related thereto, and Common Share certificates issued
after the Record Date 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 or transfer of any certificates for
Common Shares will also constitute the transfer of the Rights associated with
the Common Shares represented by such certificate.
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Distribution Date
The Rights will separate from the Common Shares, certificates for the
rights ("Rights Certificates") will be issued and the Rights will become
exercisable upon the earlier of: (i) the close of business on the tenth day (or
such later date as may be determined by a majority of the Board of Directors,
excluding directors affiliated with the Acquiring Person, as defined below (the
"Continuing Directors")) following a public announcement that a person or group
of affiliated or associated persons has acquired, or obtained the right to
acquire, beneficial ownership of 15% or more of the outstanding Common Shares
(an "Acquiring Person") or (ii) the close of business on the tenth day (or such
later date as may be determined by a majority of the Continuing Directors)
following the commencement of 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 Common Shares. The earlier of such dates is referred to
as the "Distribution Date." A Distribution Date shall not be deemed to occur by
reason of (i) the Merger Agreement dated November 1, 1998 (the "Merger
Agreement") by and among the Company, Integrated Device Technology, Inc. ("IDT")
and Penguin Acquisition, Inc., (ii) the consummation of the Merger or the other
transactions contemplated by the Merger Agreement or (iii) the announcement of
Merger or the transactions contemplated by the Merger Agreement.
Issuance of Rights Certificates, Expiration of Rights
As soon as practicable following the Distribution Date, separate Rights
Certificates will be mailed to holders of record of the Common Shares as of the
close of business on the Distribution Date and such separate Rights Certificates
alone will evidence the Rights from and after the Distribution Date. Unless
otherwise determined by the Board of Directors, all Common Shares issued prior
to the Distribution Date will be issued with Rights. Common Shares issued after
the Distribution Date may be issued with Rights if such shares are issued (i)
upon the exercise, conversion or exchange of securities issued after adoption of
the Rights Agreement or (ii) pursuant to the exercise of stock options or under
any employee benefit plan or arrangement. Except as otherwise determined by the
Board of Directors, no other Common Shares issued after the Distribution Date
will be issued with Rights. In addition, no Common Shares issued after
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the Distribution Date will be issued with Rights if such issuance would result
in (or create a significant risk) (i) of material adverse tax consequences to
the Company or the person to whom such Rights Certificate would be issued or
(ii) that such options or plans would not qualify for otherwise available
special tax treatment. The Rights will expire on the earlier of the consummation
of the Merger or September 17, 2007 (the "Final Expiration Date"), unless the
Final Expiration Date is extended or unless the Rights are earlier redeemed or
exchanged by the Company or expire upon consummation of certain mergers,
consolidations or sales of assets, as described below.
Initial Exercise of the Rights
Following the Distribution Date, and until the occurrence of one of the
subsequent events described below, holders of the Rights will be entitled to
receive, upon exercise and the payment of $70.00 (the "Purchase Price") per
Right, one one-thousandth of a Preferred Share.
Exchange Provision
At any time after an Acquiring Person has become such and prior to the
Acquiring Person beneficially owning 50% or more of the outstanding Common
Shares, the Board of Directors of the Company may exchange the Rights (other
than Rights owned by the Acquiring Person or its affiliates), in whole or in
part, at an exchange ratio of one Common Share per Right (subject to
adjustment).
Right to Buy Common Shares
Unless the Rights are earlier redeemed or exchanged, in the event that
an Acquiring Person becomes such, other than pursuant to a tender offer which is
made for all of the outstanding Common Shares and approved by a majority of the
Directors of the Company after determining that the offer is both adequate and
otherwise in the best interests of the Company and its shareholders (a
"Permitted Offer"), then proper provision will be made so that each holder of a
Right which has not theretofore been exercised (other than Rights beneficially
owned by the Acquiring Person, which will thereafter be void) will thereafter
have the right to receive, upon
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exercise of a Right, a number of Common Shares having a then current value equal
to two times the Purchase Price. In the event that the Company does not have a
sufficient number of Common Shares available, or the Board decides that such
action is necessary or appropriate and not contrary to the interests of Rights
holders, the Company may, among other things, instead substitute cash, assets or
other securities for the Common Shares into which the Rights would have
otherwise been exercisable.
Right to Buy Acquiring Company Stock
Similarly, unless the Rights are earlier redeemed or exchanged, in the
event that, after the Shares Acquisition Date (as defined below), (i) the
Company consolidates with or merges into another entity, (ii) another entity
consolidates with or merges into the Company or (iii) the Company sells or
otherwise transfers 50% or more of its consolidated assets or earning power,
proper provision must be made so that each holder of a Right which has not
theretofore been exercised (other than Rights beneficially owned by the
Acquiring Person, which will thereafter be void) will thereafter have the right
to receive, upon exercise, a number of shares of common stock of the acquiring
company having a then current value equal to two times the Purchase Price
(unless the transaction satisfies certain conditions and is consummated with a
person who acquired shares pursuant to a Permitted Offer, in which case the
Rights will expire).
Pursuant to the Amendment, a Shares Acquisition Date (as defined below)
shall not occur by virtue of (i) the execution of the Merger Agreement, (ii) the
consummation of the Merger or the other transactions contemplated in the Merger
Agreement or (iii) the announcement of the Merger or the other transactions
contemplated by the Merger Agreement.
Adjustments to Prevent Dilution
The Purchase Price payable, the number of Rights and the number of
Preferred Shares, Common Shares or other securities or property issuable upon
exercise of the Rights are subject to adjustment from time to time to prevent
dilution as set forth in the Rights Agreement. 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.
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Rights and Preferences of the Preferred Shares
Preferred Shares purchasable upon exercise of the Rights will not be
redeemable. Each Preferred Share will be entitled to an aggregate dividend of
1,000 times the dividend declared per Common Share. In the event of liquidation,
the holders of the Preferred Shares will be entitled to a preferential
liquidation payment equal to accrued but unpaid dividends plus the greater of
$1,000 per share and 1,000 times the aggregate per share amount to be
distributed to the holders of Common Shares. Each Preferred Share will have
1,000 votes, voting together with the holders of Common Shares, except as
required by law or the Certificate of Designation of Rights, Preferences and
Privileges of Series A Participating Preferred Stock. In the event of any
merger, consolidation or other transaction in which Common Shares are changed or
exchanged, each Preferred Share will be entitled to receive 1,000 times the
amount received per Common Share. These rights are protected by customary
anti-dilution provisions. Because of the nature of the dividend, liquidation and
voting rights of the Preferred Shares, the value of the one one-thousandth
interest in a Preferred Share purchasable upon exercise of each Right should
approximate the value of one Common Share.
Redemption
At any time prior to the close of business on the earlier of (i) the
tenth day following the date (the "Shares Acquisition Date") of public
announcement that an Acquiring Person has become such or such later date as may
be determined by a majority of the Continuing Directors and publicly announced
by the Company or (ii) the Final Expiration Date of the Rights, the Company may
redeem the Rights in whole, but not in part, at a price of $.01 per Right
("Redemption Price").
No Shareholders' Rights Prior to Exercise
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company (other than any rights resulting from
such holder's ownership of Common Shares), including, without limitation, the
right to vote or to receive dividends.
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Amendment of Rights Agreement
The provisions of the Rights Agreement may be supplemented or amended by
the Board of Directors in any manner prior to the Distribution Date without the
approval of Rights holders. After the Distribution Date, the provisions of the
Rights Agreement may be supplemented or amended by the Board in order to (i)
cure any ambiguity, defect or inconsistency, (ii) to make changes which are
deemed necessary or advisable and do not 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 (A) the time period governing redemption
shall be made at such time as the Rights are not redeemable, or (B) any other
period shall be made unless for the purpose of protecting, enhancing or
clarifying the rights of, and/or benefits to, the holders of Rights.
Certain Anti-takeover Effects
The Rights approved by the Board are designed to protect and maximize
the value of the outstanding equity interests in the Company in the event of an
unsolicited attempt by an acquiror to take over the Company, in a manner or on
terms not approved by the Board of Directors. Takeover attempts frequently
include coercive tactics to deprive a corporation's Board of Directors and its
shareholders of any real opportunity to determine the destiny of the
corporation. The Rights have been declared by the Board in order to deter such
tactics, including a gradual accumulation of shares in the open market of a 15%
or greater position to be followed by a merger or a partial or two-tier tender
offer that does not treat all shareholders equally. These tactics unfairly
pressure shareholders, squeeze them out of their investment without giving them
any real choice and deprive them of the full value of their shares.
The Rights are not intended to prevent a takeover of the Company and
will not do so. The Rights are not exercisable in the event of a Permitted
Offer, as described above. The Rights may be redeemed by the Company at $.01 per
Right within ten days (or such later date as may be determined by a majority of
the Continuing Directors) after the accumulation of 15% or more of the Company's
outstanding Common Shares by a single acquiror or group. Accordingly, the
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Rights should not preclude any merger or business combination approved by the
Board of Directors. Issuance of the Rights does not in any way weaken the
financial strength of the Company or interfere with its business plans. The
issuance of the Rights has no immediate dilutive effect, will not affect
reported earnings per share, should not be taxable to the Company or to its
shareholders and will not change the way in which the Company's shares are
presently traded. The Company's Board of Directors believes that the Rights
represent a sound and reasonable means of addressing the complex issues of
corporate policy created by the current takeover environment. However, the
Rights may have the effect of rendering more difficult or discouraging an
acquisition of the Company deemed undesirable by the Board of Directors. The
Rights may cause substantial dilution to a person or group that attempts to
acquire the Company on terms or in a manner not approved by the Company's Board
of Directors, except pursuant to an offer conditioned upon the negation,
purchase or redemption of the Rights.
ITEM 2. EXHIBITS.
1. Preferred Shares Rights Agreement, dated as of August 29, 1997,
between Quality Semiconductor, Inc. and theBankBoston, N.A.,
including the Certificate of Designation of Rights, Preferences
and Privileges of Series A Participating Preferred Stock, the
form of Rights Certificate and the Summary of Rights attached
thereto as Exhibits A, B and C, respectively. (A)
2. Amendment No. 1 to Rights Agreement, dated as of April 23, 1999
between Quality Semiconductor, Inc. and BankBoston, N.A.
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(A) Previously filed with the Registrant's Registration Statement on Form 8-A
dated September 16, 1997.
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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.
QUALITY SEMICONDUCTOR, INC.
Date: April 29, 1999 By: /s/ Stephen H. Vonderach
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Stephen H. Vonderach
Vice President, Finance and
Chief Financial Officer
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QUALITY SEMICONDUCTOR, INC.
REGISTRATION STATEMENT ON FORM 8-A
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Exhibit
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<S> <C>
1
Preferred Shares Rights Agreement, dated as of August
29, 1997, between Quality Semiconductor, Inc. and
BankBoston, N.A., including the Certificate of
Designation of Rights, Preferences and Privileges of
Series A Participating Preferred Stock, the form of
Rights Certificate and the Summary of Rights attached
thereto as Exhibits A, B and C, respectively. (A)
2
Amendment No. 1 to Rights Agreement, dated as of
April 23, 1999 between Quality Semiconductor, Inc. and
BankBoston, N.A.
</TABLE>
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(A) Previously filed with the Registrant's Registration Statement on Form 8-A
dated September 16, 1997.
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Exhibit 2
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
This Amendment dated April 23, 1999 ("Amendment") to the
Preferred Shares Rights Agreement ("Rights Agreement"), dated as of August 29,
1997, is between Quality Semiconductor, Inc., a California corporation (the
"Company"), and BankBoston, a national banking association (the "Rights Agent").
WHEREAS, the Company and the Rights Agent have heretofore
executed and entered into the Rights Agreement.
WHEREAS, the Company, Integrated Device Technology, Inc., a
corporation organized under the laws of Delaware ("IDT"), and Penguin
Acquisition, Inc., a California corporation ("Sub"), have entered into entering
into an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which,
among other things, the outstanding shares of the Company's Common Stock will be
exchanged for shares of IDT Common Stock and Sub will merge with and into the
Company (the "Merger") with the Company surviving as a wholly-owned subsidiary
of Acquiror.
WHEREAS, pursuant to Section 27 of the Rights Agreement, the
Company and the Rights Agent may from time to time supplement and amend the
Rights Agreement in order to make any change which the Company may deem
necessary or desirable and which shall be consistent with, and for the purposes
of fulfilling, the objectives of the Board of Directors of the Company in
adopting the Rights Agreement.
WHEREAS, the Board of Directors of the Company has determined
that an amendment to the Rights Agreement as set forth herein is necessary and
desirable and is consistent with the objectives of the Board of Directors of the
Company in adopting the Rights Agreement, and the Company and the Rights Agent
desire to evidence such amendment in writing.
WHEREAS, all acts and things necessary to make this Amendment a
valid agreement, enforceable according to its terms, have been done and
performed, and the execution and delivery of this Amendment by the Company and
the Rights Agent have been in all respects duly authorized by the Company and
the Rights Agent.
NOW, THEREFORE, the parties hereto agree as follows:
1. Amendment to Section 1. Section 1 of the Rights Agreement is
supplemented to add the following definitions in the appropriate locations:
"`Merger' shall have the meaning set forth in the Merger
Agreement."
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"`Merger Agreement' shall mean the Agreement and Plan of Merger,
dated as of November 1, 1998, by and among IDT, Penguin Acquisition Inc. and
Quality Semiconductor, Inc., as it may be amended from time to time."
2. Amendment of the definition of "Acquiring Person." The
definition of "Acquiring Person" in Section 1(a) of the Rights Agreement shall
be amended by adding the following at the end of Section 1(a):
"Notwithstanding the foregoing or any provision to the contrary
in this Agreement none of IDT, Penguin Acquisition, Inc., or any
of their respective Affiliates or Associates shall, individually
or collectively, be deemed to be an Acquiring Person pursuant to
this Agreement by virtue of (i) the execution of the Merger
Agreement, and (ii) the consummation of the Merger or the other
transactions contemplated in the Merger Agreement."
3. Amendment of the definition of "Distribution Date." The
definition of "Distribution Date" in Section 1(h) of the Rights Agreement is
amended by adding the following sentence at the end thereof:
"Notwithstanding the foregoing or any provision to the contrary
in this Agreement, a Distribution Date shall not be deemed to
occur by reason of (i) the execution of the Merger Agreement,
(ii) the consummation of the Merger, or the other transactions
contemplated in the Merger Agreement, or (iii) the announcement
of the Merger Agreement or the other transactions contemplated by
the Merger Agreement."
4. Amendment of the definition of "Expiration Date". Section 1(j)
of the Rights Agreement is amended and restated to read in its entirety as
follows:
"`Expiration Date' shall mean the earliest of (i) immediately
prior to the consummation of the Merger, (ii) the Redemption
Date, (iii) the time at which the Board of Directors orders the
exchange of the Rights as provided in Section 24 hereof and (iv)
the Close of Business on the Final Expiration Date."
5. Amendment of the definition of "Permitted Offer." Section 1(l)
of the Rights Agreement is amended and restated to read in its entirety as
follows:
"`Permitted Offer' shall mean a tender offer for all outstanding
Common Shares made in the manner prescribed by Section 14(d) of
the Exchange Act and the rules and regulations thereunder;
provided, however, that a majority of the Board of Directors has
determined that the offer is both adequate and otherwise in the
best
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interests of the Company and its shareholders (taking into
account all factors that the Board of Directors deems relevant,
including without limitation, prices that could reasonably be
achieved if the Company or its assets were sold on an orderly
basis designed to realize maximum value)."
6. Amendment of the definition of "Shares Acquisition Date."
Section 1(u) of the Rights Agreement is amended by adding the following sentence
at the end thereof:
"Notwithstanding the foregoing or any provision to the contrary
in this Agreement, a Shares Acquisition Date shall not be deemed
to occur by virtue of (i) the execution of the Merger Agreement,
(ii) the consummation of the Merger, or the other transactions
contemplated in the Merger Agreement, or (iii) the announcement
of the Merger or the other transactions contemplated by the
Merger Agreement."
7. Amendment to Section 30. Section 30 of the Rights Agreement is
amended to add the following sentence at the end thereof:
"Nothing in this Agreement shall be construed to give any holder
of Rights or any other Person any legal or equitable rights,
remedies or claims under this Agreement by virtue of the
execution of the Merger Agreement, or by virtue of any of the
transactions contemplated by the Merger Agreement."
8. This Amendment shall be deemed to be entered into under the
laws of the State of California and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable to contracts to
be made and performed entirely within such State.
9. This Amendment may be executed in any number of counterparts
and each of such counterparts shall for all purposes be deemed to be an
original, and all such counterparts shall together constitute but one and the
same instrument.
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10. As amended hereby, the Agreement shall remain in full force
and effect.
QUALITY SEMICONDUCTOR, INC.
By: /s/ R. Paul Gupta
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R. Paul Gupta
Title: President and Chief Executive Officer
Attest:
BANKBOSTON, N.A.
as Rights Agent
By: /s/ Margaret Prentice
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Signature of Authorized Signatory
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