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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
iNTELEFILM CORPORATION
(Exact Name of Registrant as Specified in its Charter)
MINNESOTA 41-1663712
(State of Incorporation (IRS Employer
or Organization) Identification No.)
5501 EXCELSIOR BOULEVARD
MINNEAPOLIS, MN 55416
(Address of Principal Executive Offices, including 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 securities pursuant to Section
12(b) of the Exchange Act and 12(g) of the Exchange Act and
is effective pursuant to is effective pursuant to
General Instruction A.(c), General Instruction A.(d),
please check the following please check the following
box. |_| box. |X|
Securities Act registration statement file number to which this form relates:
Not applicable
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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None None
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $0.02 PAR VALUE PER SHARE
COMMON STOCK PURCHASE RIGHTS
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
OVERVIEW
iNTELEFILM's Articles of Incorporation authorize it to issue 50,000,000
shares, with a par value of $0.02 per share. As of May 1, 2000, a total of
6,418,866 shares were issued and outstanding and an additional 3,885,835 shares
were reserved for issuance pursuant to options, restricted stock grants and
warrants. The remaining shares are undesignated.
COMMON STOCK
No share of iNTELEFILM common stock is entitled to preference over any
other share and each share of common stock is equal to every other share in all
respects. The holders of common stock, other than non-voting shares, are
entitled to one vote for each share held of record at each meeting of
shareholders. The non-voting shares may become shares with full voting rights at
such time as they are transferred by the current holder. In any distribution of
assets, whether voluntary or involuntary, holders are entitled to receive pro
rata the assets remaining after creditors have been paid in full and after any
liquidation preference of any other class of stock has been satisfied. The
outstanding common stock is fully paid and nonassessable.
The board of directors of iNTELEFILM has the authority to issue the
remaining unissued authorized shares and to fix the powers, preferences, rights
and limitations of such shares or any class or series thereof, without
shareholder approval. Persons acquiring such shares could have preferential
rights with respect to voting, liquidation, dissolution or dividends over
existing shareholders. Shares could also be issued to deter or delay a takeover
or other change in control of iNTELEFILM.
Holders of iNTELEFILM common stock have no preemptive rights to
purchase additional securities which may be offered by iNTELEFILM. There is no
cumulative voting for the election of directors. Accordingly, the owners of a
majority of outstanding voting shares may elect all of the directors if they
choose to do so. All iNTELEFILM shares are entitled to participate equally in
all dividends when, as and if declared by the board of directors out of funds
legally available therefor.
NON-VOTING COMMON STOCK
iNTELEFILM issued 189,041 shares of non-voting common stock in April
1992. All non-voting stock was issued in order to avoid attribution of interests
under FCC regulations, and all non-voting stock is convertible to voting stock
on a share for share basis if such conversion would not result in FCC
attribution of interests.
PREFERRED STOCK
iNTELEFILM's Articles of Incorporation authorize iNTELEFILM's board of
directors, without further shareholder action, to issue shares of preferred
stock in one or more series and to fix the voting rights, liquidation
preferences, dividend rights, repurchase rights, conversion rights, redemption
rights and terms, including sinking fund provisions and certain other rights and
preferences of the preferred stock.
Although there is no current intention to do so, the board of directors
of iNTELEFILM may, without shareholder approval, issue additional shares of a
class or series of preferred stock with voting and conversion rights which could
adversely affect the voting power or dividend rights of the holders of common
stock and may have the effect of delaying, deferring or preventing a change in
control of iNTELEFILM.
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SHAREHOLDER RIGHTS PLAN
In February 1998, iNTELEFILM's board of directors declared a dividend
of one common share purchase right (a "Right") for each share of iNTELEFILM
common stock outstanding as of the close of business on February 27, 1998 (the
"Record Date"). Each Right will entitle the registered holder to purchase from
iNTELEFILM, after the Distribution Date (as defined below), common shares at an
initial price of $18.00 (the "Purchase Price"), subject to adjustment. The board
of directors of iNTELEFILM further directed the issuance of one Right, subject
to adjustment, with respect to each common share that shall become outstanding
between the Record Date and the earliest of the Distribution Date, the
Redemption Date or the Final Expiration Date (as such terms are defined below);
provided, however, that Rights may be issued with respect to common shares that
shall become outstanding after the Distribution Date and prior to the earlier of
the Redemption Date or the Final Expiration Date in certain circumstances. The
Rights will be issued upon the terms and subject to the conditions set forth in
a Rights Agreement dated as of February 19, 1998 (the "Rights Agreement"),
between iNTELEFILM and Norwest Bank Minnesota, National Association, as Rights
Agent (the "Rights Agent"), as the same may be amended from time to time.
The Rights become exercisable at any time after the Distribution Date.
The Distribution Date is defined as the close of business on the earlier to
occur of (a) the fifteenth business day (or such later date as may be determined
by action of the board of directors of iNTELEFILM) after the first date of
public announcement by iNTELEFILM or an Acquiring Person (as defined below) that
any person or group of affiliated or associated persons (not including (i)
iNTELEFILM, (ii) any subsidiary of iNTELEFILM, (iii) any person holding common
shares acquired by that person in a transaction occurring after the Record Date
and approved in advance in writing by a majority of disinterested directors of
iNTELEFILM's board of directors to the extent, but only to the extent, of the
common shares so held (a "Company-Approved Transaction"), (iv) any employee
benefit plan of iNTELEFILM or of any subsidiary of iNTELEFILM, (v) any person
holding common shares for or pursuant to the terms of any employee benefit plan
described in clause (iv) of this sentence to the extent, but only to the extent,
of the common shares so held, (vi) any person who or which, together with all
affiliates and associates of such person, becomes the beneficial owner of twenty
percent (20%) or more of the then outstanding common shares as a result of the
acquisition of common shares directly from iNTELEFILM, or (vii) any person who
or which, together with all affiliates and associates of such person, is the
beneficial owner of twenty percent (20%) or more of the common shares
outstanding on the twentieth business day preceding the Record Date, provided,
however, that such person shall be deemed to be an Acquiring Person upon
becoming the beneficial owner, together with all affiliates and associates of
such person, of any additional common shares representing an incremental
increase of twenty percent (20%) or more of the common shares then outstanding,
which were acquired at any time after the twentieth business day preceding the
Record Date) has acquired beneficial ownership of twenty percent (20%) or more
of the common shares (an "Acquiring Person"), or (B) the fifteenth business day
(or such later date as may be determined by action of the board of directors of
iNTELEFILM) after the date of the commencement by any person or group of
affiliated or associated persons (other than a person referenced in clauses (i)
through (vii) of this sentence) of, or the first public announcement of the
intention (which intention shall not have been withdrawn within five business
days) of any person or group of affiliated or associated persons (other than a
person referenced in clauses (i) through (vii) of this sentence) to commence a
tender or exchange offer, the consummation of which would result in beneficial
ownership by a person or group of affiliated or associated persons (other than a
person referenced in clauses (i) through (vii) of this sentence) of twenty
percent (20%) or more of the common shares then outstanding (including any such
date which is after the date of the Rights Agreement and prior to the issuance
of the Rights).
The Rights will expire at the close of business on February 13, 2008
(the "Final Expiration Date"), unless the Rights are earlier redeemed or
exchanged by iNTELEFILM, in each case as described below.
With respect to certificates for common shares outstanding as of the
Record Date, until the Distribution Date, the Rights associated with the common
shares represented by such certificates shall be evidenced by such
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certificates in the names of the holders thereof together with a copy of a
summary of rights attached thereto, and the registered holders of the common
shares shall also be the registered holders of the associated Rights. With
respect to certificates for common shares issued after the Record Date and
before the Distribution Date (or earlier redemption, exchange or expiration of
the Rights), the Rights associated with the common shares represented by such
certificates shall be evidenced by such certificates, which will bear a legend
incorporating the Rights Agreement by reference. Until the Distribution Date (or
earlier redemption, exchange or expiration of the Rights), the surrender for
transfer of any certificate for common shares will also constitute the transfer
of the Rights associated with the common shares represented by such certificate.
As soon as practicable after the Distribution Date, separate certificates
evidencing the Rights ("Right Certificates") will be mailed to holders of record
of the common shares as of the Distribution Date, and such separate Right
Certificates alone will evidence the Rights.
The Purchase Price, the number and the kind of shares covered by each
Right 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 common shares, (ii) upon the issuance of rights (other than the Rights),
options or warrants to holders of common shares entitling them 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 common shares of
evidences of indebtedness or assets (other than a regular periodic cash dividend
paid out of earnings or retained earnings or a dividend payable in common
shares) or subscription rights or warrants (other than those referred to above).
The number of outstanding Rights and the number of common shares 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. Common
shares purchasable upon exercise of the Rights will not be redeemable.
If any person or group of affiliated or associated persons becomes an
Acquiring Person, each holder of a Right, other than the Rights that are or were
acquired or beneficially owned by the Acquiring Person (which will thereupon
become null and 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 having a market value of two times the exercise price of the Right.
If, on or after the Shares Acquisition Date (as defined below),
iNTELEFILM is, in effect, acquired in a merger or other business combination
transaction, or fifty percent (50%) or more of its consolidated assets or
earning power is sold, proper provisions will be made so that each holder of a
Right (other than Rights owned by that person or group, which will have become
null and void) will thereafter have the right to receive, upon exercise thereof
at the then-current exercise price of the Right, that number of shares of
capital 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.
At any time after any person or group becomes an Acquiring Person and
before the earlier of one of the events described in the previous paragraph, the
board of directors of iNTELEFILM may exchange the Rights (other than Rights
owned by that person or group, which will have become null and void), in whole
or in part, at an exchange ratio of one common share per Right, subject to
adjustment.
As described in the Rights Agreement, Rights issued to any person who
becomes an Acquiring Person shall become null and void.
With certain exceptions, no adjustment in the Purchase Price will be
required unless such cumulative adjustments require an adjustment of at least
one percent (1%) in the Purchase Price. iNTELEFILM is not required to issue
fractional common shares. In lieu thereof, an adjustment in cash will be made
based on the market price of the common shares on the last trading day prior to
the date of exercise.
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At any time prior to the earlier of (x) the close of business on the
tenth business day after the first date of public announcement by iNTELEFILM or
an Acquiring Person that an Acquiring Person has become such (the "Shares
Acquisition Date"), or (y) the Final Expiration Date, the board of directors of
iNTELEFILM may redeem all but not less than all of the then outstanding Rights
at a redemption price of $0.01 (one cent) per Right, subject to adjustment (such
redemption price being hereinafter referred to as the "Redemption Price"), in
cash, with common shares, or other consideration deemed appropriate by the board
of directors of iNTELEFILM (the time at which the Rights are redeemed being
referred to as the "Redemption Date"). Immediately upon the action of the board
of directors of iNTELEFILM ordering the redemption of the Rights, the right to
exercise the Rights will terminate, iNTELEFILM will promptly give public notice
of the redemption, and the only right of the holders of Rights will be to
receive the Redemption Price.
For so long as the Rights are then redeemable, iNTELEFILM in its sole
and absolute discretion may from time to time rescind, change, supplement or
amend the Rights Agreement in any respect without the approval of any holders of
Rights Certificates. At any time when the Rights are no longer redeemable,
iNTELEFILM may supplement or amend the Rights Agreement without the approval of
any holders of Rights Certificates in order to cure ambiguities, correct or
supplement defective or inconsistent provisions, shorten or lengthen time
periods, or otherwise change, delete or supplement provisions, so long as any
such change, deletion or amendment does not adversely affect the interests of
the holders of the Rights (other than an Acquiring Person or an affiliate or
associate of an Acquiring Person, in whose hands all Rights are null and void).
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of iNTELEFILM pursuant to such Right, including, without
limitation, the right to vote or to receive dividends.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire iNTELEFILM
without conditioning the offer on a substantial number of Rights being acquired
or redeemed. The Rights should not interfere with any merger or other business
combination approved by the board of directors of iNTELEFILM since the board of
directors may, at its option and in its sole and absolute discretion, redeem the
Rights as provided in the Rights Agreement.
The Rights Agreement between iNTELEFILM and the Rights Agent specifying
the terms of the Rights, which includes the Form of Right Certificate and the
Form of Summary of Rights to Purchase common shares as exhibits, has been filed
as an exhibit to this Registration Statement. This summary description of the
Rights does not purport to be complete and is qualified in its entirety by
reference to the Rights Agreement, which is hereby incorporated herein by
reference.
ITEM 2. EXHIBITS
The following exhibits have been filed with the SEC and are incorporated herein
by reference:
- Articles of Incorporation, as amended and restated (incorporated by
reference to our Current Report on Form 8-K (File No. 000-21534) filed
October 1, 1999).
- Bylaws, as amended and restated (incorporated by reference to our
Registration Statement on Form S-18 (File No. 33-44412) filed December 5,
1991).
- Specimen common stock certificate (incorporated by reference to our
Registration Statement on Form S- 18 (File No. 33-44412) filed November 27,
1991).
- Rights Agreement between us and Norwest Bank Minnesota, National
Association, as Rights Agent, dated as of February 19, 1998, which
includes, as exhibits, the Form of Right Certificate and the Form of
Summary of Rights (previously filed).
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SIGNATURES
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.
Dated: June 23, 2000 iNTELEFILM Corporation
By: /s/ James G. Gilbertson
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James G. Gilbertson
Chief Operating Officer
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