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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
SCI SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 63-0583436
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(State of Incorporation or organization) (IRS Employer Identification No.)
2101 West Clinton Avenue
Huntsville, Alabama 35805
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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<S> <C>
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</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock Purchase Rights
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(Title of Class)
Index to Exhibits Appears on Page 7
Page 1 of 11 Pages
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ITEM 1. Description of Registrant's Securities to be Registered.
On December 20, 2000 The Board of Directors of SCI Systems, Inc. (the
"Company") declared a dividend distribution of one right (a "Right") for each
outstanding share of Common Stock, par value $.10 per share (the "Common
Shares"), of the Company. The distribution is payable on January 2, 2001 (the
"Record Date") to the shareholders of record as of the close of business on the
Record Date. Each Right entitles the registered holder to purchase from the
Company one share of Common Stock of the Company at a price of $240 per Common
Share (the "Purchase Price"), subject to adjustment. The description and terms
of the Rights are set forth in a Rights Agreement, dated as of December 20, 2000
(the "Rights Agreement"), between the Company and Mellon Investor Services LLC,
as Rights Agent (the "Rights Agent").
Until the earliest to occur of (i) the close of business on the tenth
business day (or such later date as may be specified by the Board of 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"), (ii) the close of business on the tenth business day (or such later
date as may be specified by the Board of Directors) following the commencement
of a tender offer or exchange offer by a person or group of affiliated or
associated persons, the consummation of which would result in beneficial
ownership by such person or group of 15% or more of the outstanding Common
Shares, or (iii) the close of business on the tenth business day following the
first date of public announcement of the first occurrence of a Flip-in Event or
a Flip-over Event (as such terms are hereinafter defined) (the earliest of such
dates being hereinafter called the "Distribution Date"), the Rights will be
evidenced, with respect to any of the Common Share certificates outstanding as
of the Record Date, by such Common Share certificates.
The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with and only with the Common Shares. Until the
Distribution Date (or earlier redemption or expiration of the Rights), new
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 in respect of which Rights have been issued will also constitute
the transfer of the Rights associated with the Common Shares represented by such
certificates. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights (the "Right 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.
No Right is exercisable at any time prior to the Distribution Date. The
Rights will expire on December 20, 2010 (the "Final Expiration Date") unless
earlier redeemed or exchanged by the Company as described below. Until a Right
is exercised, the holder thereof, as such, will have no rights as a shareholder
of the Company, including without limitation the right to vote or to receive
dividends.
The Purchase Price payable, the number of outstanding Rights and the
number of Common Shares or other securities issuable, upon exercise of the
Rights are subject to
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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 Common
Shares, (ii) upon the grant to holders of the Common Shares of certain rights or
warrants to subscribe for or purchase Common Shares at a price, or securities
convertible into Common Shares with a conversion price, less than the then
current market price of the Common Shares, or (iii) upon the distribution to
holders of the Common Shares of evidences of indebtedness or cash (excluding
regular periodic cash dividends), assets, stock (excluding dividends payable in
Common Shares) or of subscription rights or warrants (other than those referred
to above).
In the event (a "Flip-in Event") that (i) any person or group of
affiliated or associated persons becomes the beneficial owner of 20% or more of
the outstanding Common Shares, (ii) any Acquiring Person merges into or combines
with the Company and the Company is the surviving corporation or any Acquiring
Person effects certain other transactions with the Company, as described in the
Rights Agreement, or (iii) during such time as there is an Acquiring Person,
there shall be any reclassification of securities or recapitalization or
reorganization of the Company which has the effect of increasing by more than 1%
the proportionate share of the outstanding shares of any class of equity
securities of the Company or any of its subsidiaries beneficially owned by the
Acquiring Person, proper provision shall be made so that each holder of a Right,
other than Rights that are or were owned beneficially by the Acquiring Person
(which, from and after the later of the Distribution Date and the date of the
earliest of any such events, will be void), will thereafter have the right to
receive, upon exercise thereof at the then current exercise price of the Right,
that number of Common Shares (or, under certain circumstances, an economically
equivalent security or securities of the Company) having a market value of two
times the exercise price of the Right.
To illustrate the operation of such an adjustment, at a Purchase Price
of $240, assuming the current market price (as determined pursuant to the
provisions of the Rights Agreement) per Common Share were $30, each Right not
owned beneficially by an Acquiring Person at or after the time of such an
occurrence would entitle its holder to purchase (after the Distribution Date)
from the Company 16 Common Shares (having a market value of $480) for $240.
In the event (a "Flip-over Event") that, following the first date of
public announcement that a person has become an Acquiring Person, (i) the
Company merges with or into any person and the Company is not the surviving
corporation, (ii) any person merges with or into the Company and the Company is
the surviving corporation, but its Common Shares are changed or exchanged, or
(iii) 50% or more of the Company's assets or earning power, including without
limitation securities creating obligations of the Company, are sold, proper
provision shall 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 (or, under certain
circumstances, an economically equivalent security or securities) of such other
person which at the time of such transaction would have a market value of two
times the exercise price of the Right.
At any time after the later of the Distribution Date and the first
occurrence of a Flip-in Event or a Flip-over Event and prior to the acquisition
by any person or group of affiliated or associated persons of 50% or more of the
outstanding Common Shares, the Board of Directors of
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the Company may exchange the Rights (other than any Rights which have become
void), in whole or in part, at an exchange ratio of one Common Share per Right
(subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment in the Purchase
Price of at least 1%. The Company is not required to issue fractional Common
Shares or other securities issuable upon the exercise of Rights. In lieu of
issuing such securities, the Company may make a cash payment, as provided in the
Rights Agreement.
The Company may redeem the Rights in whole, but not in part, at a price
of $0.01 per Right (the "Redemption Price"), at any time prior to the close of
business on the later of (i) the Distribution Date and (ii) the first date of
public announcement that a person has become an Acquiring Person. 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.
The Rights Agreement may be amended by the Company without the approval
of any holders of Right Certificates, including amendments which add other
events requiring adjustment to the Purchase Price payable and the number of
Common Shares or other securities issuable upon the exercise of the Rights or
which modify procedures relating to the redemption of the Rights, provided that
no amendment may be made which decreases the stated Redemption Price or the
period of time remaining until the Final Expiration Date or which modifies a
time period relating to when the Rights may be redeemed at such time as the
Rights are not then 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
on terms not approved by the Board of Directors, except pursuant to an offer
conditioned 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 since (subject to the limitations described above) the Rights
may be redeemed by the Company at the Redemption Price prior to the time that
the Rights would otherwise become exercisable, or if later, the time that a
person or group has become an Acquiring Person.
The Rights Agreement, which includes the form of Right Certificate and
Summary of Rights to Purchase Common Stock as exhibits thereto, and the forms of
press release and letter to stockholders announcing the declaration of the
dividend distribution of the Rights are attached hereto as exhibits and are
incorporated herein by this reference. The foregoing description of the Rights
does not purport to be complete and is qualified in its entirety by reference to
such exhibits.
ITEM 2. Exhibits.
1. Form of Right Certificate (Exhibit A to the Rights Agreement
filed as Exhibit 2 hereto).
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2. Rights Agreement.
3. Summary of Rights to Purchase Common Stock (Exhibit B to the
Rights Agreement filed as Exhibit 2 hereto).
4. Form of press release dated December 20, 2000.
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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.
SCI, Systems, Inc.
By: /s/ James E. Moylan, Jr.
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James E. Moylan, Jr.
Senior Vice President and Chief Financial
Officer
Dated: December 22, 2000
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
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<S> <C>
1 Form of Right Certificate (Exhibit A to the Right's Agreement
filed as Exhibit 2 hereto).
2 Rights Agreement dated December 20, 2000 between SCI Systems,
Inc. and Mellon Investor Services LLC.
3 Summary of Rights to Purchase Common Stock (Exhibit B to
the Rights Agreement filed as Exhibit 2 hereto).
4 Form of press release dated December 20, 2000.
</TABLE>
Page 7 of 11 Pages
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EXHIBIT 1
Form of Right Certificate (Exhibit A to the Right's Agreement filed as
Exhibit 2 hereto).
Page 8 of 11 Pages
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EXHIBIT 2
Rights Agreement dated December 20, 2000 between SCI Systems, Inc. and
Mellon Investor Services LLC
Page 9 of 11 Pages
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EXHIBIT 3
Summary of Rights to Purchase Common Stock
(Exhibit B to the Rights Agreement filed
as Exhibit 2 hereto)
Page 10 of 11 Pages
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EXHIBIT 4
Form of Press Release
dated December 20, 2000
Page 11 of 11 Pages
