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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
TECHNOLOGY SOLUTIONS COMPANY
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(Exact name of registrant as specified in its charter)
Delaware 36-3584201
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
205 North Michigan Avenue, Suite 1500, Chicago, IL 60601
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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 Section 12(b) securities pursuant to Section
of the Exchange Act and is effective 12(g) of the Exchange Act and is
upon filing pursuant to General effective pursuant to General
Instruction A(c) please check the Instruction A(d) please check the
following box. [ ] following box. [X]
Securities Act registration statement file number to which this form relates:
None.
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Securities to be registered pursuant to Section 12(b) of the Act: None
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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None
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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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
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On October 29, 1998, the Board of Directors of Technology Solutions
Company (the "Company") declared a dividend distribution of one Right for
each outstanding share of the Company's common stock, par value $.01 per
share ("Common Stock"), to stockholders of record at the Close of Business on
November 9, 1998. Each Right entitles the registered holder to purchase from
the Company a unit consisting of one one-hundredth of a share (a "Unit") of
Series A Junior Participating Preferred Stock, par value $.01 per share (the
"Preferred Stock"), at a Purchase Price of $100 per Unit, subject to
adjustment. The description and terms of the Rights are set forth in a
Rights Agreement (the "Rights Agreement") dated as of October 29, 1998
between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights
Agent. 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 the Distribution Date will occur upon the earliest of (i) 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 15% or more of the outstanding
shares of Common Stock (the "Stock Acquisition Date"), (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 becomes an Acquiring Person)
following the commencement of a tender offer or exchange offer which, if
consummated, would result in a person or group beneficially owning 15% or
more of the outstanding shares of Common Stock or (iii) during any 180 Day
Period (as defined below), the date immediately following the date of
execution of an agreement relating to or providing for (x) an acquisition of
the Company in a merger or other business combination transaction in which
the Company would not be the surviving corporation, (y) an acquisition of the
Company in a merger or other business combination transaction in which the
Company would be the surviving corporation and in which all or part of the
Common Stock would be converted into securities of another entity, cash or
other property, or (z) 50% or more of the Company's assets or earning power
being sold or transferred.
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,
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(ii) new Common Stock certificates issued after November 9, 1998, 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 the Close of Business on October 29, 2008, unless earlier redeemed
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
provided in the Rights Agreement, only shares of Common Stock issued prior to
the Distribution Date will be issued with Rights.
In the event that, at any time following the Distribution Date, a
person or group becomes an Acquiring Person, each holder of a Right will
thereafter have the right to receive, upon exercise, Common Stock having a
value equal to two times the exercise price of the Right. If an insufficient
number of shares of Common Stock is authorized for issuance, then the Board
would be required to substitute cash, property or other securities of the
Company for the Common Stock. 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 in this paragraph until such time as the Rights are no longer
redeemable by the Company as set forth below.
For example, at an exercise price of $100 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 $200 worth of Common Stock (or other consideration, as noted above)
for $100. Assuming that the Common Stock had a per share value of $50 at such
time, the holder of each valid Right would be entitled to purchase 4 shares
of Common Stock for $100.
In the event that, at any time following the Stock Acquisition Date
or during the pendency of a 180 Day Period, (i)
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the Company is acquired in a merger or other business combination transaction
in which the Company is not the surviving corporation, (ii) the Company is
acquired in a merger or other business combination transaction in which the
Company is the surviving corporation and all or part of the Common Stock is
converted into securities of another entity, cash or other property, or (iii)
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 in
the second preceding paragraph are referred to as the "Triggering Events."
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, options 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 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 day prior to the date of exercise.
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 shares of Common Stock, 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
share of Common Stock, or one one-hundredth 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).
In general, the Company may redeem the Rights in whole, but not in
part, at a price of $.01 per Right (subject to adjustment and payable in
cash, Common Stock or other consideration deemed appropriate by the Board of
Directors) at any time until ten days following the Stock Acquisition Date.
Immediately upon the action of the Board of Directors authorizing
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any redemption, the Rights will terminate and the only right of the holders
of Rights will be to receive the redemption price. Notwithstanding the
foregoing, in the event that a majority of the Board of Directors is elected
by stockholder action by written consent, or is comprised of persons elected
at a meeting of stockholders who were not nominated by the Board of Directors
in office immediately prior to such meeting, then (i) for a period of one
hundred eighty (180) days following the effectiveness of such election (the
"180 Day Period"), the Rights may not be redeemed.
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 result in the recognition of taxable income by stockholders or the
Company, stockholders may, depending upon the circumstances, recognize
taxable income after a Triggering Event.
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
shares of Common Stock 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. Notwithstanding
the foregoing, during the pendency of any 180 Day Period, the terms of the
Rights may not be amended other than to cure ambiguities or to correct
defects or inconsistencies.
A copy of the Rights Agreement is available free of charge from the
Rights Agent. This description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights Agreement, which
is incorporated herein by reference.
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Item 2. EXHIBITS.
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Exhibit
Number Description of Document
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<S> <C>
4 Rights Agreement dated as of October 29, 1998 between the Company and
ChaseMellon Shareholder Services, L.L.C., as Rights Agent, which
includes the Form of the Certificate of Designation of the Series A
Junior Participating Preferred Stock of the Company as EXHIBIT A, the
Form of Rights Certificate as EXHIBIT B and the Summary of Rights to
Purchase Preferred Stock as EXHIBIT C, is incorporated herein by
reference to Exhibit 4 to the Company's Current Report on Form 8-K
dated October 29, 1998 (file number 0-19433).
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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.
TECHNOLOGY SOLUTIONS COMPANY
Date: October 29, 1998 By: John T. Kohler
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Name: John T. Kohler
Title: President and
Chief Executive Officer
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