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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) FEBRUARY 10, 1998
OAKHURST COMPANY, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 0-19450 25-1655321
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
3513 CONCORD PIKE
SUITE 3527
WILMINGTON, DELAWARE 19803
(Address of principal executive offices) (Zip code)
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Registrant's telephone number, including area code: (302) 478-9170
Exhibit Index at Page 6
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ITEM 5. OTHER EVENTS
Effective as of February 10, 1998, pursuant to a Rights Agreement (the "Rights
Agreement") between Oakhurst Company, Inc. (the "Company") and American Stock
Transfer and Trust Company, as Rights Agent (the "Rights Agent"), the Company's
Board of Directors declared a dividend of one preferred share purchase right (a
"Right") for each outstanding share of common stock, par value $.01 per share
(the "Common Shares"), of the Company. The dividend is payable on February 10,
1998 (the "Record Date") to the stockholders of record on that date. 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 $.01 per
share (the "Preferred Shares"), of the Company at a price of $10.00 per one
one-hundredth of a Preferred Share (the "Purchase Price"), subject to
adjustment.
The following summary of the principal terms of the Rights Agreement is a
general description only and is subject to the detailed terms and conditions of
the Rights Agreement. A copy of the Rights Agreement is attached as Exhibit
99.1 to the Company's Registration Statement on Form 8-A under the securities
Exchange Act of 1934 and is incorporated herein by reference thereto.
Capitalized terms used but not otherwise defined herein shall have the meanings
ascribed to them in the Rights Agreement.
Rights Evidenced by Common Share Certificates
The Rights will not be exercisable until the Distribution Date (defined below).
Until the Distribution Date, certificates representing the Rights ("Rights
Certificates") will not be sent to stockholders and the Rights will attach to
and trade only with the Common Shares. Accordingly, Common Share certificates
outstanding on the Record Date will evidence the Rights related thereto, and
Common Share certificates issued after the Record Date upon transfer or new
issuance of Common Shares will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender for transfer of any certificates for
Common Shares outstanding as of the Record Date, even without such notation or
a copy of the Summary of Rights being attached thereto, will also constitute
the transfer of the Rights associated with the Common Shares represented by
such certificate.
Distribution Date
The Rights will separate from the Common Shares, Rights Certificates will be
issued and the Rights will become exercisable upon such date (the "Distribution
Date") which is 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 beneficial ownership of 15% or more of the outstanding Common
Shares 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 of
affiliated persons becomes an Acquiring Person) following the commencement of,
or announcement of an intention to make, 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.
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 Right Certificates
alone will evidence the Rights from and after the Distribution Date. All Common
Shares issued prior to the earliest of the Distribution Date, the redemption of
the Rights or the Final Expiration Date (as defined below) will be issued with
Rights. The Rights will expire on February 10, 2008 (the "Final Expiration
Date"), unless the Final Expiration Date is extended or unless the Rights are
earlier redeemed or exchanged by the Company, in each case, as described below.
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Initial Exercise of the Rights
Following the Distribution Date, and until one of the further events described
below, holders of the Rights will be entitled to receive, upon exercise and the
payment of $10.00 per Right, one one-hundredth of a Preferred Share, subject to
adjustment as described below. In addition, under certain circumstances
described more fully herein, the Rights may become exercisable for Common
Shares having a value equal to two times the Purchase Price and/or Common Stock
of certain acquiring companies having a value equal to two times the Purchase
Price.
Right to Buy Acquiring Company Stock; Right to Buy Company Common Shares
Unless the Rights are earlier redeemed, in the event that the Company is
acquired in a merger or other business combination transaction or 50% or more
of its consolidated assets or earning power are sold after a person or group
has become an Acquiring Person, proper provision will be made so that each
holder of a Right will thereafter have the right to receive, upon the exercise
thereof at the then current exercise price of the Right, that number of shares
of common stock of the acquiring company which at the time of such transaction
will have a market value of two times the exercise price of the Right.
Similarly, unless the Rights are earlier redeemed, in the event that any person
or group of affiliated or associated persons becomes an Acquiring Person,
proper provision shall be made so that each holder of a Right, other than
Rights beneficially owned by the Acquiring Person (which will thereafter be
void), will thereafter have the right to receive upon exercise that number of
Common Shares having a market value of two times the Purchase Price of the
Right.
Exchange Provision
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
Common Shares, the Board of Directors of the Company may exchange the Rights
(other than Rights owned by such person or group which will have become void),
in whole or in part, at an exchange ratio of one Common Share, or one
one-hundredth of a Preferred Share (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).
Redemption
At any time prior to the acquisition by a person or group of affiliated or
associated persons of beneficial ownership of 15% or more of the outstanding
Common Shares, the Board of Directors of the Company may redeem the Rights in
whole, but not in part, at a price of $.001 per Right (the "Redemption Price").
The redemption of the Rights may be made effective at such time on such basis
with such conditions as the Board of Directors in its sole discretion may
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.
Adjustments to Prevent Dilution
The Purchase Price payable, and the number of Preferred Shares 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 Shares, (ii) upon the grant to holders of the Preferred Shares of
certain rights or warrants to subscribe for or purchase Preferred Shares at a
price, or securities convertible into Preferred Shares with a conversion price,
less
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than the then-current market price of the Preferred Shares or (iii) upon the
distribution to holders of the Preferred Shares of evidences of indebtedness or
assets (excluding regular periodic cash dividends paid out of earnings or
retained earnings or dividends payable in Preferred Shares) 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 Preferred Share
issuable upon exercise of each Right are also subject to adjustment in the
event of a stock split of the Common Shares or a stock dividend on the Common
Shares payable in Common Shares or subdivisions, consolidations or combinations
of the Common Shares occurring, in any such case, prior to the Distribution
Date.
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.
Cash Paid Instead of Issuing Fractional Shares
No fractional Preferred Shares will be issued (other than fractions which are
integral multiples of one one-hundredth of a Preferred Share, 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
Preferred Shares on the last trading day prior to the date of exercise.
No Stockholders' Rights Prior to Exercise
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.
Amendment to Rights Agreement
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, including an amendment to
lower certain thresholds described above to not less than the greater of (i)
the sum of .001% and the largest percentage of the outstanding Common Shares
then known to the Company to be beneficially owned by any person or group of
affiliated or associated 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.
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 a minimum preferential
quarterly dividend payment of $1.00 per share but will be entitled to an
aggregate dividend of 100 times the dividend declared per Common Share. In the
event of liquidation, the holders of the Preferred Shares will be entitled to a
minimum preferential liquidation payment of $100 per share but will be entitled
to an aggregate payment of 100 times the payment made per Common Share. Each
Preferred Share will have 100 votes, voting together with the Common Shares.
Finally, in the event of any merger, consolidation or other transaction in
which Common Shares are exchanged, each Preferred Share will be entitled to
receive 100 times the amount received per Common Share. These rights are
protected by customary anti-dilution provisions.
Because of the nature of the Preferred Shares' dividend, liquidation and voting
rights, the value of the one one-hundredth interest in a Preferred Share
purchasable upon exercise of each Right should approximate the value of one
Common Share.
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Certain Anti-takeover Effects
The Rights are designed to deal with the problem of a raider using what the
Board of Directors perceives to be coercive tactics to deprive the Company's
Board of Directors and stockholders of any real opportunity to determine the
destiny of the Company by forcing the raider to negotiate with the Company's
Board of Directors. The Rights may be redeemed by the Company at a redemption
price of $0.001 per Right, subject to adjustment, prior to the public
announcement that 15% or more of the Common Shares has been accumulated by a
single acquiror or group. Thus, they should not interfere with any merger or
other business combination approved by the Board of Directors nor affect any
prospective offeror willing to negotiate in good faith with the Board of
Directors. The Rights Agreement does not inhibit any stockholder from utilizing
the Proxy mechanism to promote a change in the management or direction of the
Company. While the Board of Directors is not aware of any effort to acquire
control of the Company, it believes that the Rights Agreement represents a
sound and reasonable means of safeguarding the investment of stockholders in
the Company.
Distribution of the Rights will not in any way alter the financial strength of
the Company or interfere with its business plans. The distribution of the
Rights is not dilutive, does not affect reported earnings per share, is not
taxable either to the recipient or to the Company, and will not change the way
in which stockholders can currently trade shares of Common Stock. However,
under certain circumstances, particularly where the Rights are "triggered" as
the result of certain potentially abusive tactics, exercise of the Rights may
be dilutive or affect reported earnings per share.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
4 Rights Agreement, dated as of February 10, 1998 between Oakhurst
Company, Inc. and American Stock Transfer and Trust Company, including
the form of Certificate of Designation, the form of Rights Certificate
and the Summary of Rights attached thereto as Exhibits A, B and C,
respectively. Filed as Exhibit 99.1 to the Company's Registration
Statement on Form 8-A filed on February 13, 1998.
99 Press Release Dated February 11, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
OAKHURST COMPANY, INC.
Date: February 13, 1998 By: /s/Roger M. Barzun
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Roger M. Barzun
Senior Vice President
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EXHIBIT INDEX
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Exhibit No. Description At Page
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4 Rights Agreement, dated as of February 10,1998 between Oakhurst
Company, Inc. and American Stock Transfer and Trust Company,
including the form of Certificate of Designation, the form of Rights
Certificate and the Summary of Rights attached thereto as Exhibits
A, B and C, respectively. Filed as Exhibit 99.1 to the Company's
Registration Statement on Form 8-A filed on February 13, 1998. N/A
99 Press Release Dated February 11, 1998. 7
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EXHIBIT 99
Oakhurst Announces Delisting From the Nasdaq SmallCap Market
And Adopts Shareholder Rights Plan
Contact: Karen Stempinski
(817) 416-0717
Delaware -- Wednesday, February 11, 1998, Oakhurst Company, Inc. announced
today that the Company's common stock was delisted from trading on the Nasdaq
SmallCap Market effective at the close of business on Tuesday, February 10,
1998.
The Company has been informed that its common stock will be eligible to trade
on the OTC Bulletin Board (under its existing symbol) commencing February 11,
1998.
The delisting is a result of the fact that the Company has not for some time
met Nasdaq's minimum bid price and net tangible assets maintenance requirements
for continued listing.
The Company also announced that on February 10, 1998, its Board of Directors
adopted a Shareholder Rights Plan in which preferred stock purchase rights will
be distributed as a dividend at the rate of one right for each share of common
stock held of record as of the close of business on February 10, 1998. The
rights are not currently exercisable and only become exercisable under certain
circumstances.
The rights plan was not adopted in response to any proposals or communications
regarding plans to acquire control of the Company. Rather, the plan is intended
to deter partial tender offers and other abusive and coercive takeover tactics
and to insure that any acquisition of the Company would result in full and fair
value for all shareholders.
The rights plan is designed to protect the value of every shareholder's
investment and is not intended to prevent an acquisition of the Company (or of
its operating companies) or to prevent the Company from entering into joint
ventures, acquisitions or other collaborations with corporate partners. Since
the rights may be redeemed by the Board of Directors prior to an event that
triggers the exercisability of the rights, the plan should not interfere with a
transaction that is in the best interests of the Company and its shareholders.
The issuance of the rights has neither an accounting or financial impact nor a
dilutive or tax effect to the Company or its shareholders.
Each right will entitle shareholders to buy one one-hundredth of a share of
Series A Junior Participating Preferred Stock of the Company at an exercise
price of $10.00. Each one one-hundredth of a share of the Series A Preferred
Stock will be economically equivalent to one share of the Company's common
stock. The rights will be exercisable only if certain persons or groups acquire
beneficial ownership of 15% or more of the Company's outstanding common stock
or commence a tender or exchange offer upon consummation of which such persons
or groups would beneficially own 15% or more of the Company's outstanding
common stock. The Company, generally, will be entitled to redeem the rights at
any time until the tenth day following a public announcement that a person or
group has acquired 15% or more of the Company's common stock. Certain
additional provisions of the shareholder rights plan will be outlined in a
letter that will be mailed to all shareholders.
Oakhurst Company, Inc., through its subsidiaries, Steel City Products, Inc. and
Dowling's Fleet Service Co., Inc., is primarily a distributor of products to
the automotive after market. Its largest business, conducted under the trade
name "Steel City Products," is a distributor of automotive parts and
accessories and non-food pet supplies located in the Pittsburgh, Pennsylvania
area.
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This press release contains certain forward-looking statements that involve
significant risks and uncertainties. Such forward-looking statements are based
on management's belief as well as assumptions made by, and information
currently available to, management pursuant to the "safe harbor" provisions of
the Private Securities Litigation Reform Act of 1995. Actual results could
differ materially from those expressed in or implied by the forward-looking
statements contained herein. Among the factors that could cause or contribute
to such differences include those discussed in the Company Annual Report on
Form 10-K for the year ended February 28, 1997. The Company undertakes no
obligation to release publicly the result of any revisions to these
forward-looking statements that may be made to reflect events or circumstances
after the date of this release or to reflect the occurrence of other
unanticipated events.
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