SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Pomeroy Computer Resources,Inc.
______________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 31-1227808
___________ ___________
(State of incorporation (I.R.S Employer
or organization) Identification No.)
1020 Petersburg Road, Hebron Kentucky 41048
______________________________________________
(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
None None
____________________ ______________________
If this form relates to the registration of a class of
securities pursuant to Section 12(b) of the Exchange Act and is
effective pursuant to General Instruction A.(c), check the
following box. [ ]
If this form relates to the registration of a class of
securities pursuant to Section 12(g) of the Exchange Act and is
effective pursuant to General Instruction A.(d), check the
following box. [X]
Securities Act registration statement file number to which
this form relates:
____________________ (if applicable)
Securities to be registration pursuant to Section 12(g) of
the Act:
Preferred Shares Purchase Rights
________________________________________________________________
(Title of class)
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Item 1. Description of Registrant's Securities to be Registered.
On February 18, 1998, the Board of Directors of Pomeroy
Computer Resources, Inc. (the "Company" ) declared a dividend of
one preferred share purchase right (a "Right" ) for each
outstanding share of common stock, par value $.01 per share (the
"Common Share" ) on March 15, 1998 (the "Record Date" ) to the
stockholders of record on that date. Each Right entitles the
holder to purchase from the Company one one-thousandth of a share
of Series A Junior Participating Preferred Stock, par value $.01
per share (the "Preferred Shares" ), of the Company, at a price
of $115.00 per one one-thousandth of a Preferred Share (the
"Purchase Price" ), subject to adjustment. The description and
terms of the Rights are set forth in a Rights Agreement (the
"Rights Agreement" ') between the Company and The Fifth Third
Bank, as Rights Agent (the "Rights Agent" ).
Subject to certain limited exceptions, until the earlier of
(i) ten days following a public announcement that a person or
group of affiliated or associated persons (an "Acquiring
Person" ) has acquired beneficial ownership of 15% or more of the
outstanding Common Shares or (ii) ten business days (or such
later date as may be determined by action of the Board of
Directors prior to such time as any person 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 beneficial ownership by
a person or group of 15% or more of such outstanding Common
Shares (the earlier of such dates being 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 certificate with a copy of this Summary of
Rights attached thereto.
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 or 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
outstanding as of the Record Date, even without such notation or
a copy of this Summary of Rights being attached thereto, will
also constitute the transfer of the Rights associated with the
Common Shares represented by such certificate. As soon as
practicable following the Distribution Date, separate
certificates evidencing the Rights ( "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.
<PAGE>
The Rights are not exercisable until the Distribution Date.
The Rights will expire on March 1, 2008 (the "Final Expiration
Date" ), unless the Final Expiration Date is extended or unless
the Rights are earlier redeemed by the Company, in each case as
described below.
The Purchase Price payable, and the number of Preferred
Shares 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
Shares, (ii) upon the grant to holders of the Preferred Shares of
certain rights or warrants to subscribe for or purchase Preferred
Shares at a price, or securities convertible into Preferred
Shares with a conversion price, less than the then current market
price of the Preferred Shares or (iii) upon the distribution to
holders of the Preferred Shares of evidences of indebtedness or
assets (excluding regular periodic cash dividends paid out of
earnings or retained earnings or dividends payable in Preferred
Shares) or of subscription rights or warrants (other than those
referred to above).
The number of outstanding Rights and the number of one one-
thousandths of a Preferred Share 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.
Preferred Shares purchasable upon exercise of the Rights
will not be redeemable. Each Preferred Share will be entitled to
a quarterly dividend payment of 1000 times the dividend declared
per Common Share. In the event of liquidation, the holders of
the Preferred Shares will be entitled to an aggregate payment of
1000 times the aggregate payment made per Common Share. Each
Preferred Share will have 1000 votes, voting together with the
Common Shares. In the event of any merger, consolidation or
other transaction in which Common Shares are exchanged, each
Preferred Share will be entitled to receive 1000 times the amount
received per Common Share. These rights are protected by
customary antidilution provisions.
Because of the nature of the Preferred Shares' dividend,
liquidation and voting rights, the value of the one one-
thousandth interest in a Preferred Share purchasable upon
exercise of each Right should approximate the value of one Common
Share.
In the event that any person becomes an Acquiring Person,
proper provision shall be made so that each holder of a Right,
<PAGE>
other than Rights beneficially owned by the Acquiring Person and
its Affiliates and Associates (which will thereafter be void),
will thereafter have the right to receive upon exercise, in lieu
of Preferred Shares, that number of Common Shares having a market
value of two times the exercise price of the Right. In the event
that, at any time after a Person becomes an Acquiring Person, the
Company is acquired in a merger or other business combination
transaction or 50% or more of its consolidated assets or earning
power is sold, proper provision will 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 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.
If the Company does not have sufficient Common Shares to
satisfy such obligation to issue Common Shares, or if the Board
of Directors so elects, the Company shall deliver upon payment of
the exercise price of a Right an amount of cash or securities
equivalent in value to the Common Shares issuable upon exercise
of a Right; provided that, if the Company fails to meet such
obligation within 30 days following the later of (x) the first
occurrence of an event triggering the right to purchase Common
Shares and (y) the date on which the Company's right to redeem
the Rights expires, the Company must deliver, upon exercise of a
Right but without requiring payment of the exercise price then in
effect, Common Shares (to the extent available) and cash equal in
value to the difference between the value of the Common Shares
otherwise issuable upon the exercise of a Right and the exercise
price then in effect. The Board of Directors may extend the 30-
day period described above for up to an additional 60 days to
permit the taking of action that may be necessary to authorize
sufficient additional Common Shares to permit the issuance of
Common Shares upon the exercise in full of the Rights.
At any time after any Person becomes an Acquiring Person and
prior to the acquisition by any person or group of a majority of
the outstanding Common Shares, the Board of Directors of the
Company may exchange the Rights (other than Rights owned by such
person or group 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 of at least 1% in such Purchase Price. No fractional
Preferred Shares will be issued (other than fractions which are
integral multiples of one one-thousandth of a Preferred Share,
which may, at the election of the Company, be evidenced by
depositary receipts) and in lieu thereof, an adjustment in cash
will be made based on the market price of the Preferred Shares on
the last trading day prior to the date of exercise.
<PAGE>
At any time prior to the time any Person becomes an
Acquiring Person, the Board of Directors of the Company may
redeem the Rights in whole, but not in part, at a price of $0.001
per Right (the "Redemption Price" ). 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. 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 terms of the Rights may be amended by the Board of
Directors of the Company without the consent of the holders of
the Rights, except that from and after such time as any person
becomes an Acquiring Person no such amendment may adversely
affect the interests of the holders of the Rights (other than the
Acquiring Person and its Affiliates and Associates).
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.
The Rights Agreement is an exhibit hereto and is
incorporated herein by reference. This summary description of
the Rights does not purport to be complete and is qualified in
its entirety by reference to the Rights Agreement.
<PAGE>
Item 2. Exhibits.
1. Rights Agreement between the Company and The Fifth
Third Bank, as Rights Agent, dated as of February 23, 1998.
(Incorporated by reference to Exhibit 4 to the Company's Form 8-K
dated February 18, 1998, filed with the Securities and Exchange
Commission on March 2, 1998.)
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.
Date: April 2, 1998 POMEROY COMPUTER RESOURCES, INC.
By: /s/ Stephen E. Pomeroy
_______________________
Stephen E.Pomeroy,
Chief Financial Officer
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