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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A NO. 2
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 2
TO
FORM 8-A REGISTRATION STATEMENT
BELL SPORTS CORP.
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(Exact name of registrant as specified in its charter)
Delaware 36-3671789
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
6350 San Ignacio Avenue
San Jose, California 95119
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(Address of principal executive office) (Zip Code)
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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 is 12(g) of the Exchange Act and is
effective pursuant to General effective pursuant to General
Instruction A.(c), please check the Instruction A.(d), please check the
following box. [ ] following box: [x]
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Securities Act registration statement file number to which this form relates:
_______________ (If applicable)
Securities to be registered pursuant to Section 12(b) of the Act: 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
The Registrant hereby amends the following items of its Registration
Statement on Form 8-A dated September 27, 1994, as filed with the Securities and
Exchange Commission (the "SEC") on September 29, 1994, as amended by its
Registration Statement on Form 8-A/A No. 1 dated February 15, 1995, as filed
with the SEC on February 17, 1995.
Item 1. Description of Registrant's Securities to be Registered.
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On February 17, 1998, the Registrant and Harris Trust and Savings
Bank, as Rights Agent (the "Rights Agent"), amended the Stockholders Rights
Agreement dated as of September 22, 1994 as amended as of February 15, 1995
between the Company and the Rights Agent.
The description under the section "Item 1. Description of
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Registrant's Securities to be Registered." in the Registrant's Registration
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Statement on Form 8-A/A No. 1 dated February 15, 1995, as filed with the SEC on
February 17, 1995, is amended by deleting such description in its entirety and
substituting therefor the following:
"On September 22, 1994, the Board of Directors (the "Board") of Bell
Sports Corp. (the "Company") declared a dividend of one preferred stock purchase
right (a "Right") for each outstanding share of Common Stock, $.01 par value
(the "Common Stock"), of the Company. The dividend was payable on October 3,
1994 (the "Record Date") to the holders of record of the Common Stock at the
Close of Business on such date. Each Right entitles the holder thereof (except
as described below) to purchase from the Company one one-hundredth of a share of
the Series A Junior Participating Preferred Stock, $.01 par value (the
"Preferred Shares"), of the Company at a price (the "Exercise Price") of $75.00
per one one-hundredth of a Preferred Share, subject to adjustment. The terms of
the Rights are set forth in Stockholders Rights Agreement dated as of September
22, 1994, as amended by the First Amendment dated as of February 15, 1995 and
the Second Amendment dated as of February 17, 1998 thereto (collectively, the
"Rights Agreement") between the Company and Harris Trust and Savings Bank, as
Rights Agent (the "Rights
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Agent"). Capitalized terms not defined herein have the respective meanings
specified in the Rights Agreement.
Distribution Date; Transfer of Rights.
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Initially, the Rights associated with the Common Stock outstanding as
of the Record Date will be evidenced solely by the stock certificates for such
Common Stock, with a copy of the Summary of Rights constituting Exhibit C to the
Rights Agreement (the "Summary of Rights") attached thereto. The Rights will
separate from the Common Stock upon the earliest to occur of (i) 10 Business
Days after the first public announcement that any Person (other than an "Exempt
Person," as hereinafter defined) has become an Acquiring Person (as hereinafter
defined), (ii) 10 Business Days (or such other Business Day as may be determined
by action of the Board prior to the time that any Person shall become an
Acquiring Person or an Adverse Person) after the commencement by any Person
(other than an Exempt Person) of, or the first public announcement of its
intention to commence, a tender or exchange offer if, upon the consummation
thereof, such Person would be the Beneficial Owner of 15% or more of the
outstanding shares of Common Stock and (iii) 10 Business Days after a
determination by at least a majority of the Disinterested Directors (as
hereinafter defined) who are not officers of the Company that any Person has
become an Adverse Person (as hereinafter defined), the earliest of the dates
specified of clauses (i), (ii) and (iii) being hereinafter called the
"Distribution Date." After the Distribution Date, the Rights will be evidenced
solely by separate certificates.
An Acquiring Person is any Person who or which, together with its
Affiliates and Associates, has acquired 15% or more of the shares of Common
Stock then outstanding, but does not include (i) the Company, (ii) any
Subsidiary of the Company, (iii) any employee benefit plan or other compensation
program or arrangement of the Company or of any such Subsidiary, (iv) any Person
holding shares of Common Stock for or pursuant to the terms of any such plan,
program or arrangement or (v) any Grandfathered Stockholder (the Persons
specified in clauses (i) through (iv) being hereinafter collectively called
"Exempt Persons"). A "Grandfathered Stockholder" is CB Capital Investors, Inc.,
a Delaware corporation ("CBC"), which acquired more than 15% of the shares of
Common Stock then outstanding pursuant to the merger of Bell Merger Co., a
wholly-
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owned subsidiary of the Company ("Subsidiary"), into American Recreation Company
Holdings, Inc. ("Holdings"), as provided in the Agreement and Plan of Merger
dated as of February 15, 1995 (the "Merger Agreement") among the Company,
Subsidiary and Holdings; provided, however, that if CBC acquires any additional
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shares of Common Stock, then CBC will cease to be a "Grandfathered Stockholder";
and provided further that CBC will cease to be a "Grandfathered Stockholder" on
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and after the date that any transfer of its voting capital stock results in a
change of control of CBC. An "Adverse Person" is any Person who or which,
together with its Affiliates and Associates, has acquired 10% or more of the
shares of Common Stock then outstanding and has been determined, by at least a
majority of the Disinterested Directors who are not officers of the Company, to
be likely to act in a manner designed to produce a short-term financial gain for
such Person to the detriment of the best long-term interests of the Company and
its stockholders. A "Disinterested Director" is (i) any member of the Board who
is not a Restricted Person (as hereinafter defined), or a representative or
nominee of a Restricted Person, and was a member of the Board prior to the date
of the Rights Agreement and (ii) any individual who subsequently becomes a
member of the Board and is not a Restricted Person, or a representative or
nominee of a Restricted Person, and whose nomination for election to the Board
is recommended or approved by a majority of the Disinterested Directors then in
office. A "Restricted Person" is an Acquiring Person, an Adverse Person or any
Affiliate or Associate thereof.
Notwithstanding the two immediately preceding paragraphs, HB
Acquisition Corporation, a Delaware corporation ("HB Acquisition"), will not
become an "Acquiring Person" and a "Distribution Date" will not occur as a
result of (i) HB Acquisition's execution or delivery of the Agreement and Plan
of Recapitalization and Merger dated as of February 17, 1998 between HB
Acquisition and the Company, as the same may be amended in accordance with the
terms thereof (the "1998 Merger Agreement"), or the public announcement of such
execution and delivery; (ii) if the transactions contemplated by the Exchange
Agreement referred to in the fifth "WHEREAS" clause of the 1998 Merger
Agreement, as such Exchange Agreement may be amended in
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accordance with the terms thereof (the "1998 Exchange Agreement"), would
constitute a Permitted Exchange (as hereinafter defined), HB Acquisition's
execution or delivery of the 1998 Exchange Agreement or the public announcement
or such execution and delivery; (iii) the consummation of a Permitted Exchange
in accordance with the terms of the 1998 Exchange Agreement; or (iv) the
consummation of the merger of HB Acquisition with and into the Company upon the
terms and subject to the conditions set forth in the 1998 Merger Agreement
in accordance with the terms of the 1998 Merger Agreement. A "Permitted
Exchange" is a transaction in which (i) HB Acquisition acquires or receives
Securities of the Company (including Common Stock, options to purchase Common
Stock and/or phantom stock units issued by the Company); (ii) the holders of
such Securities of the Company acquire or receive Securities of HB Acquisition;
and (iii) each share of Common Stock is, for purposes of such transaction,
valued not in excess of the Merger Consideration (as defined in the 1998 Merger
Agreement) exclusive of indemnification rights limited to an amount necessary to
avoid adverse tax consequences to a holder of Securities of the Company arising
from such transaction.
The Rights Agreement provides that, until the Distribution Date (or
the earlier redemption or expiration of the Rights), the Rights may be
transferred only with the associated shares of Common Stock. Until the
Distribution Date (or the earlier redemption or expiration of the Rights), stock
certificates for Common Stock issued after the Record Date, either upon transfer
of outstanding shares or original issuance of additional shares of Common Stock,
will contain a notation incorporating the Rights Agreement by reference. Until
the Distribution Date (or the earlier redemption or expiration of the Rights),
the surrender for transfer of any stock certificate for shares of Common Stock,
with or without such notation and whether or not a copy of the Summary of Rights
is attached thereto, will also constitute the transfer of the Rights associated
with the shares of Common Stock represented by such stock certificate.
As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Rights Certificates") will be mailed to the
holders of record of the Common Stock as of the Close of Business on the
Distribution Date, which thereafter will constitute the sole evidence of the
Rights. Each share of Common Stock issued by the Company after
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the Record Date and prior to the earlier redemption or expiration of the Rights,
including shares of Common Stock issued by reason of the exercise of any option,
warrant, right (other than the Rights) or conversion or exchange privilege
(however evidenced) issued by the Company prior to the Distribution Date, will
be accompanied by a Right (unless the Board expressly provides to the contrary
at the time of issuance of any such option, warrant, right or privilege), and
Rights Certificates evidencing such Rights will be issued at the same time as
the stock certificates for the associated shares of Common Stock.
The Rights are not exercisable until the Distribution Date. The
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Rights will expire on the earliest of (i) immediately prior to the Effective
Time (as such term is defined in the 1998 Merger Agreement) or (ii) September
30, 2004 (the "Final Expiration Date"), unless the Final Expiration Date is
extended, or unless the Rights are earlier redeemed or exchanged by the Company,
in each case as described below.
Exercise of Rights Under Certain Circumstances.
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In the event that any Person becomes an Acquiring Person or is
declared to be an Adverse Person, proper provision will be made so that the
registered holder of each Right (other than Rights Beneficially Owned by a
Restricted Person or specified transferees therefrom) will thereafter have the
right to acquire, upon exercise thereof, the number of shares of Common Stock
which, at the time of the occurrence of such event, will have a market value
equal to two times the then current Exercise Price. After the first occurrence
of either of the events described in the preceding sentence, all Rights which
are, or (under certain circumstances specified in the Rights Agreement) were,
Beneficially Owned by a Restricted Person or specified transferees therefrom
will be or become void. Under no circumstances may a Right be exercised after
the occurrence of either such event unless the Company's option to redeem the
Rights (as described below) has expired.
In the event that, after any Person has become an Acquiring Person or
been declared to be an Adverse Person: (i) the Company merges into or
consolidates with an Interested Stockholder (as hereinafter defined) or, unless
all holders of the Company's outstanding shares of Common Stock are treated the
same, another Person (with limited designated exceptions); (ii)
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an Interested Stockholder or, unless all holders of the Company's outstanding
shares of Common Stock are treated the same, another Person (with limited
designated exceptions) merges into the Company and either (A) all or part of the
outstanding shares of Common Stock of the Company are converted into capital
stock or other securities of any other Person (or the Company), cash and/or
other property or (B) such shares remain outstanding, unconverted and unchanged;
or (iii) the Company sells or transfers 50% or more of its consolidated assets
or earning power to an Interested Stockholder or, unless all holders of the
Company's outstanding shares of Common Stock are treated the same, another
Person (with limited designated exceptions); then proper provision will be made
so that the registered holder of each Right (other than Rights which have become
void) will thereafter have the right (the "Flip-Over Right") to acquire, upon
exercise thereof, the number of common shares of the acquiror (or of another
Person affiliated therewith) which, at the time of consummation of such
transaction, will have a market value equal to two times the then current
Exercise Price. An "Interested Stockholder" is any Restricted Person, any
Grandfathered Stockholder or any Affiliate or Associate of any other Person in
which such Restricted Person or Grandfathered Stockholder has an interest, or
any Person acting, directly or indirectly, on behalf of or in concert with any
such Restricted Person or Grandfathered Stockholder.
Adjustments to Exercise Price and Stock Purchasable Upon Exercise.
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The Exercise Price payable, and the number and kind of shares of
capital stock issuable, upon exercise of the Rights are subject to adjustment
from time to time to prevent dilution (i) in the event of a dividend payable in
Preferred Shares on, or a subdivision, combination or reclassification of, the
Preferred Shares, (ii) upon the grant to the holders of the Preferred Shares of
certain options, warrants or rights to subscribe for or purchase Preferred
Shares at a price, or securities convertible into or exchangeable for Preferred
Shares with a conversion or exchange price, less than the then current market
price of the Preferred Shares or (iii) upon the distribution to the holders of
the Preferred Shares of cash, securities, evidences of indebtedness or other
property (other than a regular quarterly cash dividend or a dividend payable in
Preferred Shares) or
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options, warrants or rights (other than those referred to in clause (ii) above).
The number of outstanding Rights and the number of one one-hundredths
of a Preferred Share issuable upon exercise of each Right are also subject to
adjustment in the event of a dividend on the Common Stock payable in shares of
Common Stock or a subdivision, combination or reclassification of the Common
Stock occurring, in any such case, prior to the Distribution Date.
With certain specified exceptions, no adjustment in the Exercise Price
will be made until the cumulative adjustments required equal at least 1% of the
Exercise Price. The Company is not required to issue fractional Preferred
Shares (other than fractions which are multiples of one one-hundredth of a
Preferred Share), but in lieu thereof the Company will make a cash payment based
on the market value of the Preferred Shares on the trading day immediately
preceding the date of exercise.
Terms of Preferred Shares.
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The Preferred Shares receivable upon exercise of the Rights will not
be redeemable. Each Preferred Share will entitle the record holder thereof to
receive a preferential quarterly dividend equal to the greater of (i) $1.00 and
(ii) 100 times the aggregate per share amount of all cash dividends, plus 100
times the aggregate per share amount (payable in kind) of all non-cash dividends
and other distributions (other than in shares of Common Stock), declared on the
Common Stock during such quarter, adjusted to give effect to any dividend on the
Common Stock payable in shares of Common Stock or any subdivision, combination
or reclassification of the Common Stock (a "Dilution Event"). In the event of
liquidation of the Company, the holder of each Preferred Share will be entitled
to receive a preferential liquidation payment equal to the greater of (i)
$100.00 and (ii) 100 times the aggregate per share amount to be distributed to
the holders of the Common Stock, adjusted to give effect to any Dilution Event,
plus an amount equal to accrued and unpaid dividends and distributions on such
Preferred Share, whether or not declared, to the date of such payment. Each
Preferred Share will entitle the holder thereof to 100 votes on all matters
submitted to a vote of the stockholders of the Company, voting together as a
single class with the holders of the Common Stock
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and the holders of any other class of capital stock having general voting
rights, adjusted to give effect to any Dilution Event. In the event of any
merger, consolidation or other transaction in which the outstanding shares of
Common Stock of the Company are exchanged for or converted into other capital
stock, securities, cash or other property, each Preferred Share will be
similarly exchanged or converted into 100 times the per share amount applicable
to the Common Stock, adjusted to give effect to any Dilution Event.
Because of the nature of the dividend, liquidation, voting and other
rights accorded to each Preferred Share, the value of the one one-hundredth of a
Preferred Share purchasable upon the exercise of each Right should approximate
the value of one share of Common Stock.
Redemption of Rights.
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At any time prior to the earliest of (i) 10 Business Days after the
first public announcement that any Person (other than an Exempt Person) has
become an Acquiring Person, (ii) 10 Business Days after any Person has been
declared to be an Adverse Person, (iii) the occurrence of any transaction which
permits the Flip-Over Right to be exercised and (iv) the Final Expiration Date,
the Board may redeem the Rights in whole, but not in part, at the redemption
price of $.01 per Right, adjusted to give effect to any Dilution Event (the
"Redemption Price"); provided, however, that, under certain circumstances
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specified in the Rights Agreement, the Rights may not be redeemed unless there
are Disinterested Directors in office and such redemption is approved by a
majority of such Disinterested Directors. The redemption of the Rights may be
made effective at such time, on such basis and with such conditions as the
Board, in its sole discretion, may establish. After the redemption period has
expired, the Company's right of redemption may be reinstated, under the
circumstances specified in the Rights Agreement, which include the concurrence
of a majority of the Disinterested Directors, if either (i) the Person who
became an Acquiring Person or an Adverse Person shall reduce, in one or a series
of related transactions not involving the Company or any Subsidiary or the
occurrence of any transaction which permits the Flip-Over Right to be exercised,
its Beneficial Ownership of the outstanding shares of Common Stock of the
Company to less than 10% of such outstanding shares or (ii) in connection with
any transaction
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which permits the Flip-Over Right to be exercised which does not involve an
Interested Stockholder and in which all holders of the Common Stock are treated
the same. Immediately after action by the Board directing the redemption of the
Rights, the option to exercise the Rights will terminate, and thereafter each
registered holder of the Rights will only be entitled to receive the Redemption
Price therefor.
Exchange of Rights.
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At any time after any Person has become an Acquiring Person or been
declared to be an Adverse Person and prior to the time that any Person (other
than an Exempt Person), together with its Affiliates and Associates, has become
the Beneficial Owner of 50% or more of the outstanding shares of Common Stock,
the Board may direct that all or any part of the outstanding Rights (other than
Rights which have become void) be exchanged for shares of Common Stock at the
exchange rate of one share of Common Stock (or one one-hundredth of a Preferred
Share or of another share of capital stock of the Company having equivalent
rights, preferences and privileges) per Right, adjusted to give effect to any
Dilution Event.
Amendment of the Rights.
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Prior to the Distribution Date, the terms of the Rights and the Rights
Agreement may be supplemented or amended by the Board in any manner. From and
after the Distribution Date, the Rights may be supplemented or amended by the
Board, without the approval of the holders of the Rights, in certain respects
which do not adversely affect, as determined by the Board (with the concurrence
of at least a majority of the Disinterested Directors), the interests of such
holders; provided, however, that the Rights Agreement cannot be amended to
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lengthen (i) any time period unless (A) such lengthening is approved by at least
a majority of the Disinterested Directors and (B) such lengthening is for the
benefit of the holders of the Rights or (ii) any time period relating to when
the Rights may be redeemed if at such time the Rights are not then redeemable.
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Miscellaneous.
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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.
A copy of the Rights Agreement has been filed as an Exhibit to this
Registration Statement. A copy of the Rights Agreement is available free of
charge from the Company. The foregoing 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.
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Exhibit 99.1 Stockholders Rights Agreement (the "Stockholders Rights
Agreement") dated as of September 22, 1994 between the Company
and Harris Trust and Savings Bank, as Rights Agent, is hereby
incorporated by reference from Exhibit 1 to the Company's
Registration Statement on Form 8-A dated September 27, 1994 and
filed with the SEC on September 29, 1994.
Exhibit 99.2 First Amendment dated as of February 15, 1995 to the Stockholders
Rights Agreement is hereby incorporated by reference from Exhibit
4 to the Company's Current Report on Form 8-K dated February 15,
1995 and filed with the SEC on February 17, 1995.
Exhibit 99.3 Second Amendment dated as of February 17, 1998 to the
Stockholders Rights Agreement is hereby incorporated by reference
from Exhibit 4 to the Company's Current Report on Form 8-K dated
February 17, 1998 and filed with the SEC on February 23, 1998.
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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.
BELL SPORTS CORP.
Date: February 23, 1998 By: Linda K. Bounds
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Name: Linda K. Bounds
Title: Senior Vice President,
Chief Financial Officer,
Secretary and Treasurer
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EXHIBIT INDEX
EXHIBIT DESCRIPTION OF DOCUMENT
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99.1 Stockholders Rights Agreement (the "Stockholders Rights Agreement")
dated as of September 22, 1994 between the Company and Harris Trust
and Savings Bank, as Rights Agent, is hereby incorporated by reference
from Exhibit 1 to the Company's Registration Statement on Form 8-A
dated September 27, 1994 and filed with the SEC on September 29, 1994.
99.2 First Amendment dated as of February 15, 1995 to the Stockholders
Rights Agreement is hereby incorporated by reference from Exhibit 4 to
the Company's Current Report on Form 8-K dated February 15, 1995 and
filed with the SEC on February 17, 1995.
99.3 Second Amendment dated as of February 17, 1998 to the Stockholders
Rights Agreement is hereby incorporated by reference from Exhibit 4 to
the Company's Current Report on Form 8-K dated February 17, 1998 and
filed with the SEC on February 23, 1998.
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