SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
March 31, 1997
The Peak Technologies Group, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-20078 22-3028807
(State or Other Juris- (Commission File (IRS Employer
diction of Incorporation) Number) Identification No.)
600 Madison Avenue, 26th Floor, New York, NY 10022
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 832-2700
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On March 27, 1997, the Board of Directors of
The Peak Technologies Group, 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 Shares"), of the Company. The dividend is
payable on April 10, 1997 (the "Record Date") to the
stockholders of record on that date. Each Right entitles the
registered holder to purchase from the Company one
one-hundredth 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 $80 per one one-hundredth
of a Preferred Share (the "Purchase Price"), subject to
adjustment. The description and terms of the Rights are set
forth in a Rights Agreement dated as of March 28, 1997 (the
"Rights Agreement") between the Company and ChaseMellon
Shareholder Services, as Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated
persons have acquired beneficial ownership of 15% or more of
the outstanding Common Shares (an "Acquiring Person") or (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 of affiliated persons 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 the 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
(or earlier redemption or expiration of the Rights), 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 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.
The Rights are not exercisable until the Distribution Date.
The Rights will expire on March 28, 2007 (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.
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-hundredths 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 minimum preferential quarterly dividend payment of $1
per share but will be entitled to an aggregate dividend of
100 times the dividend declared per Common Share. In the
event of liquidation, the holders of the Preferred Shares
will be entitled to a minimum preferential liquidation
payment of $100 per share but will be entitled to an aggregate
payment of 100 times the payment made per Common Share. Each
Preferred Share will have 100 votes, voting together with the
Common Shares. Finally, in the event of any merger,
consolidation or other transaction in which Common Shares
are exchanged, each Preferred Share will be entitled to
receive 100 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-hundredth 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 or group of affiliated or
associated persons becomes an Acquiring Person, the Rights
Agreement provides that proper provision shall be made so
that each holder of a Right, other than Rights beneficially
owned by the Acquiring Person (which will thereafter be void),
will thereafter have the right to receive upon exercise that
number of Common Shares having 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 prior to
the acquisition by such person or group of 50% or more 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 will have become void),
in whole or in part, at an exchange ratio of one Common
Share, or one one-hundredth of a Preferred Share (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).
The Rights Agreement provides that none of the Company's
directors or officers shall be deemed to beneficially own
any Common Shares owned by any other director or officer
by virtue of such persons acting in their capacities as
such, including in connection with the formulation and
publication of the Board of Directors recommendation of
its position, and actions taken in furtherance thereof,
with respect to an acquisition proposal relating to the
Company or a tender or exchange offer for the Common
Shares.
In the event that the Company is acquired in a merger
or other business combination transaction or 50% or
more of its consolidated assets or earning power are
sold after a person or group has become an Acquiring
Person, 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.
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-hundredth 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.
At any time prior to the acquisition by a person or group
of affiliated or associated persons of beneficial ownership
of 15% or more of the outstanding Common Shares, the Board
of Directors of the Company may redeem the Rights in whole,
but not in part, at a price of $.01 per Right (the
"Redemption Price"). The redemption of the Rights may
be made effective at such time on such basis 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, including an amendment to (a)
lower certain thresholds described above to not less
than the greater of (i) the largest percentage of the
outstanding Common Shares then known to the Company to
be beneficially owned by any person or group of affiliated
or associated persons and (ii) 10%, (b) fix a Final
Expiration Date later than March 28, 2007, (c) reduce
the Redemption Price or (d) increase the Purchase Price,
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 (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.
As of March 15, 1997, there were 9,290,906 shares of
Common Stock issued and outstanding and 8,250 shares of
Common Stock held in the Treasury of the Company. As
long as the Rights are attached to the Common Stock,
the Company will issue one Right with each new share
of Common Stock so that all such shares will have Rights
attached. The Company's Board of Directors has reserved
for issuance upon exercise of the Rights 100,000
Preferred Shares.
A copy of the Rights Agreement is available free of
charge from the Company. 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 7. Financial Statements, Pro Forma Financial
Information and Exhibits
(c)Exhibit No.Description
(1)Rights Agreement
(2)Form of Certificate of Designations, included in
Exhibit A to the Rights Agreement
(3)Form of Rights Certificate, included in Exhibit B
to the Rights Agreement
(4)Summary of Rights to Purchase Preferred Shares,
included in Exhibit C to the Rights Agreement
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned hereunto
duly authorized.
THE PEAK TECHNOLOGIES GROUP, INC.
Date: March 31, 1997
By: /s/ Edward A. Stevens
Name: Edward A. Stevens
Title: Executive Vice President,
Chief Financial Officer,
Chief Accounting Officer
EXHIBIT INDEX
Exhibit
1.Rights Agreement ("Rights Agreement") dated as of
March 28, 1997 between the Company and ChaseMellon
Shareholder Services, as Rights Agent. (Incorporated
by reference to Exhibit 1 of Form 8-A filed with the
Securities and Exchange Commission on March 31, 1997.)
2.Form of Certificate of Designations with respect
to Series A Junior Participating Preferred Stock
(attached as Exhibit A to the Rights Agreement).
(Incorporated by reference to Exhibit 2 of Form 8-A
filed with the Securities and Exchange Commission
on March 31, 1997.)
3.Form of Right Certificate (attached as Exhibit B
to the Rights Agreement). Pursuant to the Rights
Agreement, printed Right Certificates will not be
mailed until the Distribution Date (as defined in
the Rights Agreement). (Incorporated by reference
to Exhibit 3 of Form 8-A filed with the Securities
and Exchange Commission on March 31, 1997.)
4.Summary of Rights to Purchase Preferred Shares
(attached as Exhibit C to the Rights Agreement).
(Incorporated by reference to Exhibit 4 of Form 8-A
filed with the Securities and Exchange Commission on
March 31, 1997.)
