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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-A/A
Amendment No. 1
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of the
Securities Exchange Act of 1934
VANS, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
33-0272893
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(I.R.S. Employer Identification No.)
2095 Batavia Street, Orange, California 92865
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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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Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
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(Title of Class)
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(Title of Class)
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INFORMATION REQUIRED IN
REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
General
The Board of Directors of Vans, Inc. (the "Company") has declared a
dividend distribution of one preferred stock purchase right (a "Right") for
each outstanding share of the Common Stock, par value $.001 per share (the
"Common Stock"), of the Company. The dividend is payable on March 8, 1994 (the
"Rights Record Date") to the holders of record of shares of Common Stock on
that date. Each Right entitles the holder to purchase from the Company one
one-hundredth of a share of the Company's Series A Junior Participating
Preferred Stock, par value $.001 per share (the "Series A Preferred Stock"), at
a price of $65.00 per one one-hundredth of a share (the "Purchase Price"),
subject to adjustment. The description of the Rights contained herein is
qualified on it entirety by reference to the Rights Agreement, dated as of
February 22, 1994 (the "Rights Agreement"), between the Company and Chemical
Trust Company of California (predecessor of ChaseMellon Shareholder Services),
as Rights Agent (the "Rights Agent"), as amended, which is incorporated herein
by this reference.
Distribution Date; Transfer of Shares of Common Stock
Until the earlier to occur of (i) 10 business days following the date
(the "Stock Acquisition Date") of a public announcement that a person or a
group of affiliated or associated persons (an "Acquiring Person") has acquired
beneficial ownership of 15% or more of the outstanding shares of Common Stock,
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 a person or a group of affiliated
or associated 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 person or group making the offer
becoming an Acquiring Person (the earlier of the dates described in clauses (i)
and (ii) being called the "Distribution Date"), the Rights will be evidenced,
with respect to all Common Stock certificates outstanding as of the Rights
Record Date, by such Common Stock certificates, to each of which certificates a
copy of this Summary of Rights shall be attached. The Rights Agreement
provides that until the Distribution Date (or the earlier redemption or
expiration of the Rights) new Common Stock certificates issued after the Rights
Record Date, either upon transfer of outstanding shares of Common Stock or the
original issuance of additional shares of Common Stock, will bear a legend
incorporating the Rights Agreement by reference, and the surrender for transfer
of any without such legend or a copy of this Summary of Rights being attached
to that certificate) also will constitute transfer of the Rights associated
with the shares of Common Stock evidenced by that certificate. As soon as
practicable following the Distribution Date, separate certificates evidencing
the Rights ("Rights Certificates") will be mailed to holders of record of the
shares of Common Stock as of the close of business on the Distribution Date,
and thereafter such separate Right Certificates alone will evidence the Rights.
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A Right (and Right Certificate) also will be issued in respect of, and
concurrently with, each share of Common Stock issued after the Distribution
Date and prior to the earlier of the redemption or expiration of the Rights
pursuant to the exercise of any option, warrant or other purchase right (other
than the Rights) or to the conversion or exchange of any convertible or
exchangeable security which purchase right, option or warrant was issued by the
Company prior to the Distribution Date, unless the Board of Directors expressly
provides to the contrary at the time of issuance of the purchase rights or
convertible or exchangeable securities.
None of the Company, any subsidiary of the Company, any employee
benefit plan of the Company or any of its subsidiaries or any person or entity
holding shares of Common Stock for or pursuant to the terms of any such plan
will constitute an "Acquiring Person," and McCown De Leeuw & Co. (which company
as of the date of the Rights Agreement beneficially owned approximately 19% of
the outstanding shares of Common Stock) will not be deemed an Acquiring Person
unless and until McCown De Leeuw & Co. purchases or otherwise becomes (as a
result of actions taken by McCown De Leeuw & Co. or its affiliates and
associates), the beneficial owner of additional shares of Common Stock
constituting 25% or more of the shares of Common Stock then outstanding.
The Rights are not exercisable until the Distribution Date. The
Rights will expire on February 22, 2007 (the "Scheduled Expiration Date"),
unless the Scheduled Expiration Date is extended or the Rights are earlier
redeemed or exchanged by the Company, in each case as described below. The
date on which the Rights actually expire is referred to herein as the
"Expiration Date."
Series A Preferred Stock
Each share of Series A Preferred Stock purchasable upon exercise of
the Rights 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 share of Common Stock. In the event the
Company's assets are liquidated, the holders of the shares of Series A
Preferred Stock will be entitled to an aggregate payment of 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 shares of Common Stock. Finally,
in the event of any merger, consolidation or other transaction in which shares
of Common Stock are exchanged, each share of Series A Preferred Stock will be
entitled to receive 100 times the amount received per share of Common Stock.
All the rights described in this paragraph are protected by customary
antidilution provisions, and shares of Series A Preferred Stock will not be
redeemable.
Because of the nature of the dividend, liquidation and voting rights
of the shares of Series A Preferred Stock, the value of one one- hundredth
share of Series A Preferred Stock purchasable upon exercise of a Right should
approximate the value of one share of Common Stock.
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.
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Exercise of Rights for Common Stock
In the event that (i) a person or group of affiliated or associated
persons becomes an Acquiring Person other than pursuant to a tender or exchange
offer for all then outstanding shares of Common Stock which offer is determined
by a majority of the Disinterested Directors (as hereinafter defined) who are
not then officers of the Company to be a price that is fair to, and otherwise
in the best interest of, the Company and its stockholders, (ii) the Company is
the surviving corporation in a merger with an Acquiring Person and the
outstanding shares of Common Stock are not changed or exchanged, (iii) an
Acquiring Person engaged in certain "self-dealing" transactions specified in
the Rights Agreement, or (iv) during such time as there is an Acquiring Person,
an event occurs (e.g., a reverse stock split) that results in that Acquiring
Person's ownership interest in the Company being increased by more than 1%,
proper provision will be made so that at any time following the Distribution
Date, each holder of record of a Right (other than Rights that are, or (under
certain circumstances specified in the Rights Agreement) were, beneficially
owned by the Acquiring Person, which Rights will have become null and void)
will have the right to receive, upon exercise of that Right, that number of
shares of Common Stock (or, in certain circumstances, cash, property or other
securities of the Company) having a value equal to two times the Purchase Price
then in effect. Under no circumstances may a Right be exercised following the
occurrence of a transaction described in this paragraph prior to the expiration
of the Company's right of redemption.
Exercise of Rights for Shares of the Acquiring Company
In the event that, at any time after a person or a group of affiliated
or associated persons has become an Acquiring Person, (i) the Company is
acquired in a merger or other business combination transaction (other than a
merger described in the immediately preceding paragraph or (under certain
circumstances) a merger that follows an offer described in the immediately
preceding paragraph), or (ii) 50% or more the Company's consolidated assets or
earning power is sold or otherwise transferred (in one transaction or a series
of transactions other than in the ordinary course of business), proper
provision will be made so that each holder of a Right (other than Rights that
previously have been voided as set forth above) thereafter will have the right
to receive, upon exercise of that Right, that number of shares of common stock
of the acquiring company that at the time of the transaction have an aggregate
value equal to two times the Purchase Price then in effect.
Adjustments to Purchase Price
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 shares of the Series A Preferred Stock, (ii) upon the
grant to holders of shares of Series A Preferred Stock of certain options,
warrants or rights to subscribe for or purchase shares of Series A Preferred
Stock at a price (or securities convertible into or exchangeable for shares of
Series A Preferred Stock with a conversion or exchange price) less than the
then current market price of the shares of Series A Preferred Stock, or (iii)
upon the distribution to holders of shares of the Series A Preferred Stock of
evidences of indebtedness or assets (excluding cash dividends paid out of
earnings or retained earnings or dividends paid in
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shares of Series A Preferred Stock), or of options, 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 dividend on the shares of Common Stock, or a subdivision,
combination or reclassification of the shares of Common Stock, occurring 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
the then current Purchase Price. No fractional shares of Series A Preferred
Stock will be issued (other than fractions that are integral multiples of one
one-hundredth of a share, which may, at the election of the Company, be
evidenced by depository receipts), and in lieu thereof, a payment in cash will
be made based on the market price of the shares of Series A Preferred Stock on
the last trading day prior to the date of exercise.
Redemption and Exchange of Rights
At any time prior to the earlier of (i) the 10th business day after
the Stock Acquisition Date and (ii) the Expiration Date, the Company may redeem
the Rights, in whole but not in part, at a price (the "Redemption Price") of
$.01 per Right, appropriately adjusted to reflect any dividend payable in
shares of Series A Preferred Stock, or any similar transaction occurring after
the Rights Record Date; provided, however that under certain circumstances
specified in the Rights Agreement, the Rights may not be redeemed unless there
are Disinterested Directors then in office and the redemption is approved by a
majority of such Disinterested Directors. As used in the Rights Agreement, the
term "Disinterested Director" means any member of the Company's Board of
Directors who is not affiliated with an Acquiring Person (or any affiliate or
associate of an Acquiring Person) and was a member of the Company's Board of
Directors prior to the time that an Acquiring Person became such and any
successor of an Disinterested Director who is unaffiliated with an Acquiring
Person or any affiliate or associate thereof and is recommended to succeed a
Disinterested Director by a majority of the Disinterested Directors then on the
Company's Board of Directors. 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 establish. After the redemption period
has expired, the Company's right of redemption may be reinstated under the
circumstances specified in the Rights Agreement, which include the concurrence
of a majority of the Disinterested Directors, if an Acquiring Person shall have
reduced to 15% or less the number of outstanding shares of Common Stock
beneficially owned by that Acquiring Person in a transaction or series of
transactions not involving the Company and not constituting specified
transactions. Immediately upon redemption of the Rights (which action will be
announced by the Company), the right to exercise the Rights will terminate, and
the only right of the holders of Rights will be to receive the Redemption
Price.
At any time after a person or group becomes an Acquiring Person and
prior to the acquisition by that person or group of 50% or more of the
outstanding shares of Common Stock, the Board of Directors of the Company may
exchange the Rights (other than Rights owned by the Acquiring Person, which
Rights will have become void), in whole or in part, at an exchange ratio of one
share of Common Stock, one one-hundredth of a share of Series A Preferred Stock
(or of
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a share of another class or series of the Company's Preferred Stock having
equivalent rights, preferences and privileges) per Right, subject to adjustment
as provided in the Rights Agreement.
Amendments to Terms of the Rights
Prior to the Distribution Date, the terms of the Rights may be amended
or supplemented by the Board of Directors of the Company in any manner.
After the Distribution Date, the provisions of the Rights Agreement
may be amended or supplemented by such Board of Directors, without the consent
of the holders of the Rights, in order to cure any ambiguity, inconsistency or
defect or to make other changes that do not adversely affect the interests of
the holders of the Rights (other than any Acquiring Person); provided, however,
that the Rights Agreement cannot be amended after the Distribution Date (i) to
lengthen any time period relating to when the Rights may be redeemed if at such
time the Rights are not then redeemable, or (ii) to lengthen any other time
period unless (1) there is then in office at least one Disinterested Director
and such lengthening is approved by a majority of the Disinterested Directors
then in office, and (2) such lengthening is for the purpose of protecting,
enhancing or clarifying the rights of, and/or the benefits to, the holders of
record of the Rights (other than an Acquiring Person or an Affiliate or
Associate of an Acquiring Person). In addition, (i) from the Distribution
Date, no supplement or amendment may be made to the Rights Agreement which
supplement or amendment changes the Redemption Price, the Purchase Price or the
number or kind of shares or other assets for which a Right is exercisable; (ii)
the duration of the Rights may not be shortened without the written consent of
the holders of record thereof (other than by redemption); and (iii) no
amendment shall be made to those provisions of the Rights Agreement that
require, under certain circumstances specified in the Rights Agreement, that
any redemption of the Rights be authorized and approved by a majority of the
Disinterested Directors then in office, unless such amendment is approved by a
majority of the Disinterested Directors then in office.
ITEM 2. EXHIBITS
1. Form of Preferred Stock Purchase Rights Certificate,
filed as Exhibit 1 to the Registrant's Form 8-A
Registration Statement, filed with the Securities
and Exchange Commission on February 25, 1994, and
incorporated herein by this reference
2. Rights Agreement, dated as of February 22, 1994, by
and between Vans, Inc. and Chemical Trust Company of
California, as Rights Agent, filed as Exhibit 2 to the
Registrant's Form 8-A Registration Statement, filed
with the Securities and Exchange Commission on
February 25, 1994, and incorporated herein by this
reference
3. Amendment to Rights Agreement, dated December 18,
1996, by and between Vans, Inc. and ChaseMellon
Shareholder Services (the successor to Chemical Trust
Company of California), as Rights Agent, filed as
Exhibit 4.2 to the Registrant's Form 8-K, dated
December 17,1996, and incorporated herein by this
reference
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this registration statement to be signed on its
behalf by the undersigned hereunto duly authorized.
VANS, INC.
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(Registrant)
Date: December 20, 1996 By /s/ CRAIG E. GOSSELIN
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Craig E. Gosselin
Vice President and General Counsel
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