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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORTPursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 31, 2000
UNIROYAL TECHNOLOGY CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-20686 65-0341868
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(Commission File Number) (IRS Employer Identification Number)
Two North Tamiami Trail, Suite 900
Sarasota, Florida 34236
(Address of registrant's principal executive office)
(941) 361-2100
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
Attached hereto as Exhibit 99.1 is a Financial Statement Schedule which
supplements the consolidated balance sheets of Uniroyal Technology Corporation
and subsidiaries as of September 26, 1999 and September 27, 1998, and the
related consolidated statements of operations, comprehensive income, changes in
stockholders' equity and cash flows for the years ended September 26, 1999,
September 27, 1998 and September 28, 1997 that were filed with the registrant's
Current Report on Form 8-K filed on April 27, 2000.
Additionally, the registrant is reporting the following which updates
and supersedes the description of securities of the registrant ("Uniroyal," "we"
or "us") previously filed with the Securities and Exchange Commission.
DESCRIPTION OF CAPITAL STOCK
Uniroyal's Amended and Restated Certificate of Incorporation authorizes
Uniroyal to issue 35,000,000 shares of common stock and 1,000 shares of
preferred stock, in each case par value $0.01 per share. On April 5, 2000, we
distributed a 100% dividend to our stockholders. Unless otherwise indicated in
this Current Report, numbers of shares of common stock include the shares issued
as a stock dividend. At April 30, 2000, we had (i) 24,710,352 shares of common
stock outstanding, (ii) 4,363,364 shares of common stock reserved for issuance
upon the exercise of outstanding options to directors, officers and other key
employees and (iii) warrants outstanding to purchase 735,770 shares of common
stock. There are no shares of preferred stock currently issued and outstanding.
We have also reserved approximately 1,600,000 shares for issuance in connection
with the acquisition by merger of Sterling Semiconductor, Inc. on May 31, 2000.
The following description is only a summary of the material terms of the capital
stock of Uniroyal and is qualified by reference to the Uniroyal Amended and
Restated Certificate of Incorporation and By-Laws and by the provisions of
Delaware law, including the Delaware General Corporation Law.
Common Stock
Except as described above, no shares of common stock are reserved for
issuance. The Board of Directors of Uniroyal, in its discretion, may cause
Uniroyal to issue additional shares of common stock at any time, although we do
not presently anticipate the issuance of shares of common stock except for the
shares of common stock to be issued pursuant to the merger and shares of common
stock that may be reserved and issued, from time to time pursuant to the
Uniroyal's stock option plans.
Dividends
The holders of common stock are entitled to receive dividends, when and
as declared by the Board of Directors, provided that we have funds legally
available for the payment of dividends and are not otherwise contractually
restricted from the payment of dividends. Our ability to pay cash dividends on
our common stock was previously restricted by the indenture in connection with
our senior secured notes.
Distributions upon Dissolution, Liquidation or Winding Up
In the event of a dissolution, liquidation, or winding up of Uniroyal,
the holders of common stock will be entitled to receive all assets of Uniroyal
available under law for distribution to common stockholders.
Voting Rights
With respect to voting rights, each holder of common stock is entitled
to one vote, in person or by proxy, for each share of stock owned. Holders of
common stock do not have any preemptive or preferential rights to purchase or
subscribe for any additional shares of Uniroyal capital stock issued in the
future.
Preferred Stock
The Amended and Restated Certificate of Incorporation authorizes 1,000
shares of preferred stock and authorizes the Board of Directors to fix, with
respect to any series of preferred stock, the powers, preferences, and rights of
the shares of such series other than voting powers. The Amended and Restated
Certificate of Incorporation specifically prohibits the issuance of nonvoting
securities. The Amended and Restated Certificate of Incorporation further
provides that the holders of any shares of preferred stock issued by Uniroyal
will be entitled to vote (together with the holders of shares of common stock as
one class) upon all matters submitted to a vote of stockholders of Uniroyal and
will be entitled to not less than one vote for each share held. There are no
shares of preferred stock currently issued and outstanding. Of the 1,000 shares
of preferred stock available for issuance, 450 shares have been reserved for
issuance and designated Series C Junior Participating Preferred Stock (the
"series C preferred stock") in connection with our stockholder rights plan. See
"-Stockholder Rights Plan."
Stockholder Rights Plan
In connection with the adoption of a stockholder rights plan (the
"Stockholder Rights Plan") in December 1996, the Board of Directors declared a
dividend distribution of one right (a "Right") for each share of Uniroyal common
stock, payable to stockholders of record on December 30, 1996, and attached to
shares of common stock issued thereafter until the occurrence of certain events
set forth in the Stockholder Rights Plan. Each Right, when exercisable, entitles
the registered holder to purchase from Uniroyal 2/100,000 of a share of
Uniroyal's series C preferred stock, at an exercise price of $8.50. In
connection with the Stockholder Rights Plan, Uniroyal reserved for issuance 450
shares of series C preferred stock.
The Rights automatically trade with the Uniroyal common stock until a
person or group of persons acquires beneficial ownership of 15% or more of the
common stock or commences a tender or exchange offer the consummation of which
would result in the ownership of 15% or more of the common stock. Upon the
occurrence of either of these events, the Rights will trade separately from the
common stock. The Rights become exercisable only if a person or group of persons
acquires 15% or more of the common stock. Rights owned by such person or group,
however, will not become exercisable. In addition, if after the Rights become
exercisable, Uniroyal is acquired by merger or consolidation pursuant to which
Uniroyal is not the surviving corporation or in connection with which
outstanding shares of Uniroyal common stock are exchanged for securities of
another entity, or Uniroyal disposes of 50% or more of its consolidated assets
or earning power, the Rights, other than those owned by the acquiring person,
become exercisable for that number of shares of common stock of the acquiring
company having a market value equal to twice the exercise price.
We may redeem the Rights in whole, but not in part, at a price of $.001
per Right at any time prior to (i) a date on which a person or group has
acquired 15% or more of the Uniroyal common stock or (ii) December 18, 2006, the
expiration date of the Rights.
The Stockholder Rights Plan has certain anti-takeover effects. The
Rights will cause substantial dilution to a person or group that attempts to
acquire Uniroyal without conditioning the offer on the Rights being redeemed or
a substantial number of Rights being acquired. The Rights should not interfere
with any merger or other business combination approved by Uniroyal's Board of
Directors. The Rights expire on December 18, 2006, unless extended or earlier
redeemed.
Warrants
In connection with the issuance of Uniroyal's senior secured notes in
1993, we originally issued 800,000 warrants to purchase an aggregate of 800,000
shares (1,600,000 shares after giving effect to the March 10, 2000 stock
dividend) of Uniroyal common stock, of which warrants to purchase 735,770 shares
of common stock were outstanding as of April 30, 2000. Each warrant entitles its
holder to acquire two shares of common stock at an exercise price of $4.375 per
warrant, subject to certain adjustments. The warrants are exercisable through
June 1, 2003 unless they are earlier terminated in the event of a non-surviving
combination as defined below.
A "non-surviving combination" means (a) any merger, consolidation or
other business combination by Uniroyal with one or more persons (other than a
wholly-owned subsidiary of Uniroyal) in which Uniroyal is not the survivor, or
(b) a sale of all or substantially all of the assets of Uniroyal to such other
person(s) where, in connection with (a) or (b), consideration (other than
Uniroyal common stock or securities convertible into, or exchangeable or
exercisable for, common stock or rights or options to acquire common stock) is
distributed to common stockholders in exchange for all or substantially all of
their equity interest in Uniroyal.
In a non-surviving combination, the surviving entity will be obligated
to distribute or pay to each warrant holder, upon payment of the warrant
exercise price prior to the warrant expiration date, the number of shares of
securities or other property (including any cash) of the surviving entity that
would have been distributable or payable on account of Uniroyal common stock if
such holder's warrants had been exercised immediately prior to the non-surviving
combination.
The number of shares of common stock issuable upon the exercise of each
warrant and the warrant exercise price may be adjusted in certain circumstances
to prevent dilution of the number of shares of common stock purchasable upon
exercise of the warrants.
Listing of Common Stock
Uniroyal's common stock was admitted to trading on the Nasdaq National
Market on September 28, 1992 and trades under the symbol "UTCI." Uniroyal's
warrants trade on the Nasdaq National Market under the symbol "UTCI-W."
Transfer Agent
The transfer agent and registrar for the common stock is The Bank of
New York.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
99.1 Financial Statement Schedule II.
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SIGNATURE
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, thereunto duly authorized.
UNIROYAL TECHNOLOGY CORPORATION
By: /s/ George J. Zulanas, Jr.
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Name: George J. Zulanas, Jr.
Title: Executive Vice President, Treasurer
and Chief Financial Officer
Date: June 6, 2000
