SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ANNTAYLOR STORES CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 13-3499319
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(State of Incorporation or Organization) (IRS Employer Identification No.)
142 West 57th Street, New York, New York 10019
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(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to securities pursuant to
Section 12(b) of the Exchange Section 12(g) of the Exchange
Act and is effective pursuant Act and is effective pursuant
to General Instruction A.(c), to General Instruction A.(d),
please check the following please check the following
box. |X| box. |_|
Securities Act registration statement file number to which this form
relates: N/A
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(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class is
to be so registered to be registered
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Preferred Stock Purchase New York Stock Exchange
Rights (Pursuant to
Rights Agreement dated
as of May 18, 2000)
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
On May 18, 2000, the Board of Directors of AnnTaylor Stores
Corporation (the "Company") declared a dividend distribution of one Right
for each outstanding share of Company Common Stock to stockholders of
record at the close of business on May 30, 2000 (the "Record Date"). 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 Junior
Participating Preferred Stock, par value $.01 per share (the "Series A
Preferred Stock") at a Purchase Price of $125 per Unit, subject to
adjustment. The description and terms of the Rights are set forth in a
Rights Agreement (the "Rights Agreement") between the Company and
Continental 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. Subject to certain exceptions specified
in the Rights Agreement, the Rights will separate from the Common Stock and
a Distribution Date will occur upon the earlier of (i) 10 business days
following a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired beneficial
ownership of 15% or more of the outstanding shares of Common Stock (the
"Stock Acquisition Date"), other than as a result of repurchases of stock
by the Company or certain inadvertent actions by institutional or certain
other stockholders or (ii) 10 business days (or such later date as the
Board shall determine) following the commencement of a tender offer or
exchange offer that would result in a person or group becoming an Acquiring
Person. 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 the Record Date 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 5:00 P.M. (New York City time) on May 18, 2010, unless such
date is extended or the Rights are 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 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 determined by the Board of Directors, only shares of Common Stock
issued prior to the Distribution Date will be issued with Rights.
In the event that a Person becomes an Acquiring Person, each
holder of a Right will thereafter have the right to receive, upon exercise,
Common Stock (or, in certain circumstances, cash, property or other
securities of the Company) having a value equal to two times the exercise
price of the Right. 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
above until such time as the Rights are no longer redeemable by the Company
as set forth below.
For example, at an exercise price of $125 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 $250 worth of Common Stock (or other consideration, as noted
above) for $125. Assuming that the Common Stock had a per share value of
$25 at such time, the holder of each valid Right would be entitled to
purchase 10 shares of Common Stock for $125.
In the event that, at any time following the Stock Acquisition
Date, (i) the Company engages in a merger or other business combination
transaction in which the Company is not the surviving corporation, (ii) the
Company engages in a merger or other business combination transaction in
which the Company is the surviving corporation and the Common Stock of the
Company is changed or exchanged, or (iii) 50% or more of the Company's
assets, cash flow or earning power is sold or transferred, each holder of a
Right (except Rights which have previously 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."
At any time after a person becomes an Acquiring Person and
prior to the acquisition by such person or group of fifty percent (50%) or
more of the outstanding Common Stock, the Board may exchange the Rights
(other than Rights owned by such person or group which have become void),
in whole or in part, at an exchange ratio of one share of Common Stock, or
one one-thousandth 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).
At any time until ten business 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 in cash, Common Stock or other
consideration deemed appropriate by the Board of Directors). Immediately
upon 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.
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 be taxable to stockholders or to the
Company, stockholders 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 common stock of the
acquiring company or in the event of the redemption of the Rights as set
forth above.
Any of the provisions of the Rights Agreement may be amended by
the Board of Directors of the Company prior to the Distribution Date. After
the Distribution Date, the provisions of the Rights Agreement may be
amended by the Board in order to cure any ambiguity, to make changes which
do not adversely affect the interests of holders of Rights, or to shorten
or lengthen any time period under the Rights Agreement. The foregoing
notwithstanding, no amendment may be made at such time as the Rights are
not redeemable.
As of April 30, 2000, there were 28,741,853 shares of Common
Stock of the Company issued and outstanding and 3,028,712 shares of Common
Stock of the Company in the treasury. Additionally, as of April 30, 2000,
an aggregate of 5,157,231 shares were reserved for options to purchase
Common Stock, Restricted Shares, the Associate Discount Stock Purchase Plan
and for conversion of the outstanding Convertible Subordinated Debentures
due 2019. Each share of Common Stock of the Company outstanding at the
close of business on May 30, will receive one Right. So long as the Rights
are attached to the Common Stock, one additional Right (as such number may
be adjusted pursuant to the provisions of the Rights Agreement) shall be
deemed to be delivered for each share of Common Stock issued or transferred
by the Company in the future. In addition, following the Distribution Date
and prior to the expiration or redemption of the Rights, the Company may
issue Rights when it issues Common Stock only if the Board deems it to be
necessary or appropriate, or in connection with the issuance of shares of
Common Stock pursuant to the exercise of stock options or under employee
plans or upon the exercise, conversion or exchange of certain securities of
the Company. 120,000 shares of Preferred Stock are initially reserved for
issuance upon exercise of the Rights.
The Rights may have certain anti-takeover effects. The Rights
will cause substantial dilution to a person or group that attempts to
acquire the Company in a manner which causes the Rights to become discount
Rights unless the offer is conditional on a substantial number of Rights
being acquired. The Rights, however, should not affect any prospective
offeror willing to make an offer at a price that is fair and not inadequate
and otherwise in the best interest of the Company and its stockholders. The
Rights should not interfere with any merger or other business combination
approved by the Board since the Board may, at its option, at any time until
ten business days following the Stock Acquisition Date redeem all but not
less than all the then outstanding Rights at the Redemption Price.
The Rights Agreement, dated as of May 18, 2000, between the
Company and Continental Stock Transfer & Trust Company, as Rights Agent,
specifying the terms of the Rights is filed as an exhibit incorporated by
reference to the Current Report of the Company, dated May 18, 2000, on Form
8-K filed on May 23, 2000 and is incorporated herein by reference to such
exhibit.
ITEM 2. EXHIBITS.
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1 Rights Agreement, dated as of May 18, 2000, between AnnTaylor
Stores Corporation and Continental Stock Transfer & Trust
Company, as Rights Agent, including the form of Certificate of
Designation, Preferences and Rights as Exhibit A, the form of
Rights Certificates as Exhibit B and the Summary of Rights as
Exhibit C. Pursuant to the Rights Agreement, printed Rights
Certificates will not be mailed until after the Distribution
Date (as such term is defined in the Rights Agreement).
Incorporated by reference to Exhibit 4 of the Current Report of
the Company, dated May 18, 2000, on Form 8-K filed on May 23,
2000.
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, thereunto duly
authorized.
ANNTAYLOR STORES CORPORATION
By: /s/ Jocelyn F. L. Barandiaran
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Name: Jocelyn F. L. Barandiaran
Title: Senior Vice President, General
Counsel and Secretary
Dated: May 23, 2000
EXHIBIT INDEX
Exhibit Description Page
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1 Rights Agreement, dated as of May 18, 2000, between
AnnTaylor Stores Corporation and Continental Stock
Transfer & Trust Company, as Rights Agent, including
the form of Certificate of Designation, Preferences
and Rights as Exhibit A, the form of Rights
Certificates as Exhibit B and the Summary of Rights
as Exhibit C. Pursuant to the Rights Agreement,
printed Rights Certificates will not be mailed until
after the Distribution Date (as such term is defined
in the Rights Agreement). Incorporated by reference
to the Current Report of the Company, dated May 18,
2000, on Form 8-K filed on May 23, 2000.
