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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
RARE HOSPITALITY INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Georgia 58-1498312
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(State of Incorporation (I.R.S. Employer Identification No.)
or Organization)
Building 200
8215 Roswell Road
Atlanta, Georgia 30350
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a If this form relates to the registration of a
class of securities pursuant to Section 12(b) class of securities pursuant to Section 12(g)
of the Exchange Act and is effective pursuant of the Exchange Act and is effective
to General Instruction A.(c), please check the pursuant to General Instruction A.(d), please
following box. [ ] check the following box. [X]
Securities Act registration file number to which this form relates: N/A
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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
Securities to be registered pursuant to Section 12(g) of the Act:
Series A Junior Participating Preferred Stock Purchase Rights
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(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On November 4, 1997, RARE Hospitality International, Inc. (the
"Company") entered into a Shareholder Protection Rights Agreement pursuant to
which it will distribute one right (a "Right") for each outstanding share of the
Company's Common Stock, no par value (the "Common Stock"), to shareholders of
record at the close of business on November 20, 1997 and for each share of
Common Stock issued by the Company thereafter and prior to the Separation Time
(as defined below). Each Right entitles the registered holder to purchase from
the Company one one-hundredth (1/100th) of a share (a "Unit") of Series A Junior
Participating Preferred Stock, no par value (the "Preferred Stock"), at a
purchase price of $48.00 per Unit (the "Exercise Price"), subject to adjustment.
The description and terms of the Rights are set forth in the Shareholder
Protection Rights Agreement between the Company and SunTrust Bank, Atlanta, as
Rights Agent, dated November 4, 1997 (the "Rights Agreement").
Initially, the Rights will be transferable only with the shares of
Common Stock with respect to which they were distributed. Until the Separation
Time the Rights will be evidenced by the certificates representing the shares of
outstanding Common Stock with which they are associated, and no separate Rights
Certificates will be distributed. The Rights will separate from the Common Stock
and the Separation Time will occur upon the earlier of (i) ten business days
(unless otherwise accelerated or delayed by the Board of Directors of the
Company) following public announcement by the Company that a person or group of
affiliated or associated persons (an "Acquiring Person") has acquired, obtained
the right to acquire, or otherwise obtained beneficial ownership of 15% or more
of the then-outstanding shares of Common Stock, or (ii) ten business days
(unless otherwise delayed by the Company's Board of Directors) following the
commencement of a tender offer or exchange offer that would result in a person
or group beneficially owning 15% or more of the then-outstanding shares of
Common Stock. An Acquiring Person does not include (a) any person who is a
beneficial owner of 15% or more of the Common Stock on November 4, 1997 (the
date of adoption of the Rights Agreement), unless such person or group shall
thereafter acquire beneficial ownership of additional Common Stock, (b) a person
who acquires beneficial ownership of 15% or more of the Common Stock without any
intention to affect control of the Company and who thereafter promptly divests
sufficient shares so that such person ceases to be the beneficial owner of 15%
or more of the Common Stock, or (c) a person who is or becomes a beneficial
owner of 15% or more of the Common Stock as a result of an option granted by the
Company in connection with an agreement to acquire or merge with the Company
prior to a Flip-In Date (as defined below).
Until the Separation Time, (i) the Rights will be evidenced by Common
Stock certificates and will be transferred with and only with such Common Stock
certificates, (ii) new Common Stock certificates issued after November 20, 1997
will bear a legend incorporating the Rights Agreement by reference and (iii) the
surrender for transfer of any certificates representing outstanding Common Stock
will also constitute the surrender for transfer of the Rights associated with
the Common Stock represented by such certificate.
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Promptly after the Separation Time, Rights Certificates will be mailed
to holders of record of Common Stock as of the close of business on the date
when the Separation Time occurs (other than holders of Rights that are or were
beneficially owned by an Acquiring Person or an affiliate or associate thereof
or by any transferee of any of the foregoing, which Rights shall be void) and,
thereafter, the separate Rights Certificates alone will represent the Rights.
If a Flip-In Date occurs (i.e., the close of business ten business days
following a public announcement by the Company that a person has become an
Acquiring Person), and if the Company has not redeemed the Rights as described
below, then a Right entitles the holder thereof to acquire shares of Common
Stock (rather than Preferred Stock) having a value equal to twice the Right's
exercise price. Instead of issuing shares of Common Stock upon exercise of a
Right following a Flip-In Date, the Company may substitute therefor shares of
Preferred Stock at a ratio of one one-hundredth of a share of Preferred Stock
for each share of Common Stock so issuable. In the event there are not
sufficient treasury shares or authorized but unissued shares of Common Stock or
Preferred Stock to permit exercise in full of the Rights, the Company may
substitute cash, debt or equity securities or other assets (or a combination
thereof). In addition, after a Flip-In Date and prior to the time that an
Acqiring Person becomes the beneficial owner of more than 50% of the Common
Stock the Board of Directors of the Company may elect to exchange all
outstanding Rights (other than Rights that have become void) for shares of
Common Stock at an exchange ratio of one share of Common Stock per Right, as
adjusted. Notwithstanding any of the foregoing, Rights that are, or (under
certain circumstances set forth in the Rights Agreement) were, beneficially
owned by any person on or after the date such person becomes an Acquiring Person
will be null and void.
In addition, the Rights Agreement provides that if an Acquiring Person
controls the Company's Board of Directors, then Company shall not enter into an
agreement with respect to, consummate or permit to occur any: (i) consolidation,
merger or share exchange if either the Acquiring Person or an affiliate or
associate of the Acquiring Person is a party to the transaction or the terms of
the transaction are not the same for the Acquiring Person as for the other
holders of Common Stock, or (ii) sale or transfer of a majority of the Company's
assets, unless the Company enters into an agreement for the benefit of the
holders of the Rights providing that upon consummation of such transaction each
Right shall constitute the right to purchase stock in the acquiring entity
having a value equal to twice the exercise price of the Rights for an amount in
cash equal to the exercise price of the Rights.
The Rights are not exercisable until the Separation Time and will
expire at the close of business on November 4, 2007 unless earlier redeemed by
the Company as described below.
At any time until the close of business on the Flip-In Date, the
Company may, at its option, by resolution of its Board of Directors, elect to
redeem the Rights at a price of $0.01
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per Right. The Board of Directors may condition redemption of the Rights upon
the occurrence of a specified future time or event.
The exercise price payable and the number of Rights outstanding are
subject to adjustment from time to time to prevent dilution in the event of a
stock dividend, stock split or reverse stock split, or other recapitalization
which would change the number of shares of Common Stock outstanding.
If prior to the Separation Time, the Company distributes securities or
assets in exchange for Common Shares (other than regular cash dividends or a
dividend paid solely in Common Shares) whether by dividend, reclassification, or
otherwise, the Corporation shall make such adjustments, if any, in the Exercise
Price, number of Rights and otherwise as the Board of Directors deems
appropriate.
Any provisions of the Rights Agreement may be amended at any time prior
to the close of business on the Flip-In Date without the approval of holders of
the Rights, and thereafter, the Rights Agreement may be amended without approval
of the Rights holders in any way which does not materially adversely affect the
interests of the Rights holders generally or to cure an ambiguity or to correct
or supplement any provision which may be inconsistent with any other provision
or otherwise defective.
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. While the distribution of the Rights will not
be taxable to shareholders or to the Company, shareholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable.
As of August 11, 1997, there were 11,667,825 shares of Common Stock
outstanding. Each holder of an outstanding share of Common Stock on November 20,
1997 will receive one Right. So long as the Rights Agreement remains in effect
and the Rights continue to remain attached to and trade with the Common Shares,
the Company will issue one Right for each share of Common Stock issued between
the record date for issuance of the Rights and the Separation Time, so that all
outstanding shares have attached Rights. A total of 500,000 shares of Preferred
Stock have been initially reserved for issuance upon exercise of the Rights. The
number of shares of Preferred Stock subject to the Rights may be increased or
decreased (but not below the number of shares then outstanding) by the Board of
Directors of the Company.
Each Unit of Preferred Stock will receive dividends at a rate per Unit
equal to any dividends (except dividends payable in Common Stock) paid with
respect to a share of Common Stock and, on a quarterly basis, an amount per
whole share of Preferred Stock equal to the excess of $1.00 over the aggregate
dividends per whole share of Preferred Stock during the immediately preceding
three-month period.
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In the event of liquidation, the holder of each Unit of Preferred Stock
will receive a preferred liquidation payment equal to the greater of $.01 or the
per share amount paid in respect of a share of Common Stock.
Each Unit of Preferred Stock will have one vote, voting together with
the Common Stock.
In the event of any merger, consolidation, statutory share exchange or
other transaction in which shares of Common Stock are exchanged, each Unit of
Preferred Stock will be entitled to receive the per share consideration paid in
respect of each share of Common Stock.
The rights of holders of the Preferred Stock as to dividends,
liquidation and voting, and in the event of mergers, statutory share exchanges
and consolidations, are protected by customary antidilution provisions.
Because of the nature of the Preferred Stock's dividend, liquidation
and voting rights, the economic value of one Unit of Preferred Stock that may be
acquired upon the exercise of each Right should approximate the economic value
of one share of Common Stock.
The Rights may 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 of the Company unless
the offer is conditioned on a substantial number of Rights being acquired.
However, the Rights should not interfere with any merger, statutory share
exchange or other business combination approved by the Board of Directors since
the Rights may be redeemed by the Company upon resolution of the Board of
Directors at any time on or prior to the close of business ten business days
after announcement by the Company that a person has become an Acquiring Person.
Thus, the Rights are intended to encourage persons who may seek to acquire
control of the Company to initiate such an acquisition through negotiations with
the Board of Directors. However, the effect of the Rights may be to discourage a
third party from making a partial tender offer or otherwise attempting to obtain
a substantial equity position in the equity securities of, or seeking to obtain
control of, the Company. To the extent any potential acquirors are deterred by
the Rights, the Rights may have the effect of preserving incumbent management in
office.
A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an exhibit to the Company's Current Report on Form 8-K
dated November 4, 1997 and is incorporated herein by reference.
The foregoing summary description of the Rights does not purport to be complete
and is qualified in its entirety by reference to such exhibit.
ITEM 2. EXHIBITS.
1. Shareholder Protection Rights Agreement, dated as of November 4,
1997, between RARE Hospitality International, Inc. and SunTrust Bank, Atlanta
(which includes as
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Exhibit B thereto the Form of Right Certificate), incorporated herein by
reference to Exhibit 99.1 of RARE Hospitality International, Inc.'s Form 8-K
dated November 4, 1997.
2. Press release dated November 5, 1997, incorporated herein by reference
to Exhibit 99.2 of RARE Hospitality International, Inc.'s Form 8-K dated
November 4, 1997.
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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.
RARE HOSPITALITY INTERNATIONAL, INC.
Date: November 4, 1997 By: /s/ Philip J. Hickey, Jr.
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Name: Philip J. Hickey, Jr.
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Title: President and Chief Operating Officer
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