SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ALLIED HEALTHCARE PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 23-1370721
(State or incorporation (I.R.S. Employer
or organization) Identification No.)
1720 SUBLETTE AVENUE 63110
ST. LOUIS, MISSOURI (Zip code)
(Address of principal executive offices)
(314) 771-2400
(Registrant's telephone number, including area code)
If this Form relates to If this Form relates to
the registration of a the registration of a
class of debt securities class of debt securities
and is effective upon and is to become effective
filing pursuant to General simultaneously with the
Instruction A(c)(1) please effectiveness of a
check the following box.|__| concurrent registration
statement under the
Securities Act of 1933
pursuant to General
Instruction A(c)(2) please
check the following box.|__|
Securities to be registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class to be on Which Each Class is
so registered to be registered
_________________________ _______________________
None
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
Preferred Stock, $0.01 par value
(Title of Class)
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Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On August 21, 1996 (the "Rights Dividend Declaration Date"), the Board of
Directors of Allied Healthcare Products, Inc. (the "Company") declared a
dividend distribution of one Right for each outstanding share of Common Stock,
par value $0.01 per share (the "Common Stock"), of the Company to stockholders
of record at the close of business on September 4, 1996. As of August 21, 1996,
there were 7,796,682 shares of Common Stock issued and outstanding. Each Right
entitles the registered holder to purchase from the Company a unit (a "Unit")
consisting of one one-hundredth of a share of Series A Preferred Stock, par
value $0.01 per share (the "Preferred Stock"), at a Purchase Price of forty
dollars ($40.00) per Unit, subject to adjustment. The description and terms of
the Rights are set forth in a Rights Agreement, dated as of August 21, 1996 (the
"Rights Agreement"), between the Company and Boatmen's Trust Company, as Rights
Agent, which was filed with the Securities and Exchange Commission as Exhibit
(2) to the Company's Form 8-K dated August 7, 1996 and is incorporated herein by
reference. Capitalized terms used but not defined herein shall have the
respective meanings ascribed to them in the Rights Agreement.
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 a
Distribution Date will occur upon the earlier of (i) ten (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 twenty-five percent (25%) or more of the outstanding
shares of Common Stock (the "Stock Acquisition Date"), or (ii) ten (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 beneficially owning twenty-five percent (25%) or more of such
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 September 4, 1996 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. The Company's
Board of Directors has initially reserved 200,000 shares of Preferred Stock for
issuance upon exercise of the Rights. 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
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number of Rights be exercised so that only whole shares of Preferred Stock will
be issued.
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. The Rights are not exercisable
until the Distribution Date and will expire at the close of business on
September 4, 2006, unless earlier redeemed by the Company as described below.
The Purchase Price payable, and the number of Units 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 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 quarterly 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 one percent (1%) of the Purchase Price. No fractional Units
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 date prior to the
date of exercise.
Upon payment of the Purchase Price, all Preferred Stock issued will be
fully paid and non-assessable. Preferred Stock purchasable upon the exercise of
rights will not be redeemable. Each share of Preferred Stock will be entitled to
a cumulative preferential quarterly dividend payment of the greater of (a) $1.00
per share or (b) an aggregate of one hundred (100) times the dividend declared
per share of Common Stock. In the event of a liquidation, the holders of the
Preferred Stock will be entitled to a liquidation payment of one hundred dollars
($100) or one hundred (100) times the payment made per share of Common Stock.
Each share of Preferred Stock will have one hundred (100) votes, voting
together with the Common Stock on all matters submitted to a vote of the
stockholders of the Company. If, however, at any time, dividends on the
Preferred Stock are in arrears in an amount equal to six quarterly dividends (a
"default
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period"), until such dividends are paid or set apart for payment in full, the
holders of all series of Preferred Stock of the Company shall have the right to
elect two (2) members of the Company's Board of Directors. In addition, during
such a default period, the Company may not declare or pay dividends or other
distributions on or redeem or purchase any shares of stock ranking junior to the
Preferred Stock and is limited in its ability to declare or pay dividends or
other distributions on or to redeem or purchase any shares of Preferred Stock or
stock ranking in parity with the Preferred Stock.
In the event of any merger, consolidation or other transaction in which the
Common Stock is exchanged, each share of Preferred Stock will be entitled to
receive one hundred (100) times the amount received per share of Common Stock.
The Preferred Stock will rank junior to all other series of preferred stock of
the Company which may be created in the future, as to dividends and the
distribution of assets, unless the terms of any such series shall provide
otherwise. Each of these rights is protected by customary antidilution
provisions.
In the event that, at any time following the Rights Dividend Declaration
Date, (i) the Company is the surviving corporation in a merger with an Acquiring
Person and its Common Stock is not changed or exchanged, (ii) a Person becomes
the beneficial owner of more than twenty-five percent (25%) of the then
outstanding shares of Common Stock (unless such transaction is approved by the
Board or such Person is excepted by the Board, in either case before such Person
acquires beneficial ownership of more than twenty-five percent (25%) of the
outstanding Common Stock), (iii) an Acquiring Person engages in one or more
"self-dealing" transactions as set forth in the Rights Agreement, or (iv) during
such time as there is an Acquiring Person, an event occurs which results in such
Acquiring Person's ownership interest being increased by more than one percent
(1%) (e.g., a reverse stock split), 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 any of the events set forth in this paragraph (the
"Flip-In Events"), 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 any of the Flip-In Events until such time as the Rights are no
longer redeemable by the Company as set forth below.
For example, upon the occurrence of a Flip-in Event, at an exercise price
of forty dollars ($40) per Right, each Right
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not owned by an Acquiring Person (or by certain related parties) would entitle
its holder to purchase eighty dollars ($80) worth of Common Stock (or other
consideration, as noted above) for forty dollars ($40). Assuming that the Common
Stock had a per share value of twenty dollars ($20) at such time, the holder of
each valid Right would be entitled to purchase four shares of Common Stock for
forty dollars ($40).
In the event that, at any time following the Stock Acquisition Date, (i)
the Company is acquired in a merger or other business combination transaction in
which the Company is not the surviving corporation (other than following a
permitted transaction as described in the second preceding paragraph), or (ii)
fifty percent (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 the Flip-In Events are referred to as the "Triggering Events."
At any time after the occurrence of any of the Flip-In Events, the Board of
Directors of the Company may exchange the Rights (other than Rights owned by an
Acquiring Person which will become void as described above), in whole or in
part, for shares of Common Stock or shares of preferred stock of the Company
having essentially the same value or economic rights as shares of Common Stock,
at an exchange ratio of one share of Common Stock per Right, subject to
antidilution adjustments.
At any time until ten 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). Under certain circumstances set forth in the Rights
Agreement, the decision to redeem shall require the concurrence of a majority of
the Continuing Directors. After the redemption period has expired, the Company's
right of redemption may be reinstated if an Acquiring Person reduces his
beneficial ownership to less than twenty-five percent (25%) of the outstanding
shares of Common Stock in a transaction or series of transactions not involving
the Company. Immediately upon the action of the Board of Directors ordering
redemption of the Rights, with, where required, the concurrence of the
Continuing Directors, the Rights will terminate and the only right of the
holders of Rights will be to receive the $.01 redemption price.
The term "Continuing Directors" means any member of the Board of Directors
of the Company, and any Person who is
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subsequently elected to the Board if such Person is recommended or approved by a
majority of the Continuing Directors, but shall not include an Acquiring Person,
or an affiliate, associate or representative of an Acquiring Person.
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 as set forth above.
Other than those provisions relating to the principal economic terms of the
Rights, 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 certain circumstances, with the concurrence of the Continuing
Directors) in order to cure any ambiguity, to make changes which 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 adjust the time period
governing redemption shall be made at such time as the Rights are not
redeemable.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
without conditioning the offer on redemption of the Rights or on a substantial
number of Rights being acquired. The Rights should not interfere with any merger
or other business combination approved by the Board of Directors of the Company
prior to the time that the Rights may not be redeemed (as described above) since
the Board of Directors may, at its option, at any time until such date redeem
all but not less than all of the then outstanding Rights. The Rights are
designed to provide additional protection against abusive takeover tactics such
as offers for all shares at less than full value, partial tender offers and
selective open-market purchases. The Rights are intended to assure that the
Company's Board of Directors has the ability to protect stockholders and the
Company if efforts are made to gain control of the Company in a manner that is
not in the best interests of the Company and its stockholders.
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The foregoing description of the Rights does not purport to be complete and
is qualified in its entirety by reference to the Rights Agreement.
Item 2. EXHIBITS.
(1) Rights Agreement dated as of August 21, 1996 by and between
Allied Healthcare Products, Inc. and Boatmen's Trust Company, as Rights Agent
(filed as Exhibit (2) to the Registrant's Form 8-K dated August 7, 1996, filed
with the Commission on August 23, 1996, and incorporated herein by reference).
The Rights Agreement includes as Exhibit A thereto the Certificate of
Designations, Preferences and Rights of Series A Preferred Stock of Allied
Healthcare Products, Inc., as Exhibit B thereto the Form of Rights Certificate
and as Exhibit C thereto the Summary of Rights to Purchase Series A Preferred
Stock.
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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, thereunto duly authorized.
ALLIED HEALTHCARE PRODUCTS, INC.
Dated: August 21, 1996 By: /s/James C. Janning
____________________________
James C. Janning
President and
Chief Executive Officer
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INDEX TO EXHIBITS
NUMBER DESCRIPTION
1 Rights Agreement dated as of August 21,
1996 between Allied Healthcare Products,
Inc. and Boatmen's Trust Company, as Rights
Agent (filed as Exhibit (2) to the
Registrant's Form 8-K dated August 7, 1996,
filed with the Commission on August 23,
1996 and incorporated herein by reference).
The Rights Agreement includes as Exhibit A
thereto the Certificate of Designations,
Preferences and Rights of Series A
Preferred Stock of Allied Healthcare
Products, Inc., as Exhibit B thereto the
Form of Rights Certificate and as Exhibit C
thereto the Summary of Rights to Purchase
Series A Preferred Stock.
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