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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
FRITZ COMPANIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 94-3083515
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(State of incorporation or organization) (IRS Employer Identification No.)
706 Mission Street, Suite 900, San Francisco, 94103
California
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(Address of principal executive offices) (Zip Code)
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), please 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), please check the following box. [X]
Securities Act registration statement file number to which this form relates:
N/A
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 None
Securities to be registered pursuant to Section 12(g) of the Act:
Rights to Purchase Junior Participating Preferred Stock
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(Title of Class)
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Item 1. Description of Securities to be Registered.
On January 12, 2001, the Board of Directors (the "Board") of Fritz
Companies, Inc. (the "Company") adopted a Rights Agreement (the "Rights
Agreement") between the Company and Mellon Investor Services LLC (the "Rights
Agent") and authorized and declared a dividend of one preferred share purchase
right (a "Right") for each outstanding share of Common Stock, par value $.01 per
share ("Common Share"), of the Company. The dividend is payable on January 29,
2001 to the stockholders of record on that date (the "Record Date"), and with
respect to Common Shares issued thereafter until the Distribution Date (as
hereinafter defined) or the expiration or earlier redemption or exchange of the
Rights. Except as set forth below, each Right entitles the holder of record to
purchase from the Company at any time after the Distribution Date one
one-thousandth of a share of Junior Participating Preferred Stock, par value
$.01 per share (the "Junior Preferred Shares"), at a price of $28.125 per one
one-thousandth of a share, subject to adjustment (the "Purchase Price"). The
description and terms of the Rights are set forth in the Rights Agreement.
Initially, the Rights will be attached to all certificates representing
Common Shares then outstanding, and no separate Rights Certificates will be
distributed. The Rights will become exercisable and separate from the Common
Shares upon the earlier to occur of (i) 10 days after the date (the "Stock
Acquisition Date") of a public announcement that a Person or group of affiliated
or associated Persons has acquired beneficial ownership of 15% or more of the
voting power of the outstanding Common Shares (such Person or group being
hereinafter referred to as an "Acquiring Person"), or (ii) 10 business days (or
such later date as the Board may determine) following the commencement of, or
announcement of an intention to make, a tender offer or exchange offer the
consummation of which would result in a Person or group becoming the beneficial
owner of 15% or more of the voting power of the outstanding Common Shares (the
earlier of such dates being called the "Distribution Date"). Common Shares
beneficially owned by the Company or any subsidiary of the Company will not be
considered outstanding for purposes of calculating the percentage ownership of
any Person.
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), 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 of Common Shares
outstanding as of the Record Date, even without such notation, also will
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 ("Rights
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 Rights
Certificates alone will evidence the Rights. The Rights are not exercisable
until the Distribution Date. The Rights will expire at the earlier of the close
of business on February 1, 2010 or the effective time of the merger of the
Company and VND Merger Sub, Inc., pursuant to the Agreement and Plan of Merger
by and among United Parcel Service, Inc., VND Merger Sub, Inc., and the Company,
dated as of January 10, 2001 (the "Merger Agreement"), unless earlier redeemed
by the Company as described below.
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Each of the following Persons ("Exempt Persons") will not be deemed to
be an Acquiring Person even if they have acquired, or obtained the right to
acquire, beneficial ownership of 15% or more of the voting power of the
outstanding Common Shares of the Company: (i) the Company, any subsidiary of the
Company, or any employee benefit plan of the Company or of any subsidiary of the
Company, (ii) any Person who would otherwise become an Acquiring Person solely
by virtue of a reduction in the number of outstanding Common Shares unless and
until such Person shall become the beneficial owner of any additional Common
Shares, (iii) Lynn C. Fritz, his Affiliates and Associates, his heirs, immediate
family, the Lynn C. Fritz 1999 Grantor Retained Annuity Trust, the Tamara Fritz
1999 Grantor Retained Annuity Trust and any trust of which Lynn C. Fritz, his
heirs or immediate family is the sole beneficiary, and to which he or members of
his immediate family has transferred or may transfer shares of Common Stock
(collectively, "Lynn C. Fritz"); provided, however, that Lynn C. Fritz shall not
be an "Exempt Person" pursuant to this clause (iii) if Lynn C. Fritz shall
increase the number of shares of the then outstanding shares of Common Stock
Beneficially Owned by it (other than as a result of an acquisition of shares of
Common Stock by the Company) to an amount greater than the sum of (x) the lowest
aggregate number of shares Beneficially Owned by Lynn C. Fritz as a percentage
of the outstanding shares of Common Stock as of any date on or after the
Distribution Date plus (y) 1%; and (iv) United Parcel Service, Inc., VND Merger
Sub, Inc. and their permitted assigns pursuant to the Merger Agreement, with
respect to the execution and delivery of the Merger Agreement and the Option
Agreements and with respect to any shares of Common Stock acquired by them
pursuant to the transactions contemplated by the Merger Agreement and the Option
Agreements.
If any Person becomes an Acquiring Person, each holder of a Right will
thereafter have the right (the "Flip-In Right") to receive, in lieu of Junior
Preferred Shares and upon payment of the Purchase Price, Common Shares (or in
certain circumstances, cash, property or other securities of the Company) having
a value equal to two times the Purchase Price of the Right. Notwithstanding the
foregoing, all rights that are, or were, beneficially owned by an Acquiring
Person or any affiliate or associate thereof will be null and void and not
exercisable.
If, at any time on or after the Stock Acquisition Date, (i) the Company
is acquired in a merger or other business combination transaction in which the
holders of all of the outstanding Common Shares immediately prior to the
consummation of the transaction are not the holders of all of the surviving
corporation's voting power, or (ii) more than 50% of the Company's assets, cash
flow or earning power is sold or transferred other than in the ordinary course
of the Company's business, then each holder of a Right (except Rights which have
previously been voided as set forth above) shall thereafter have the right (the
"Flip-Over Right") to receive, in lieu of Junior Preferred Shares and upon
exercise and payment of the Purchase Price, common shares of the acquiring
company having a value equal to two times the Purchase Price. If a transaction
would otherwise result in a holder's having a Flip-In as well as a Flip-Over
Right, then only the Flip-Over Right will be exercisable; if a transaction
results in a holder's having a Flip-Over Right subsequent to a transaction
resulting in a holder's having a Flip-In Right, a holder will have Flip-Over
Rights only to the extent such holder's Flip-In Rights have not been exercised.
The Purchase Price payable, and the number of Junior 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
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reclassification of, the Junior Preferred Shares, (ii) upon the grant to holders
of the Junior Preferred Shares of certain rights or warrants to subscribe for
Junior Preferred Shares or convertible securities at less than the current
market price of the Junior Preferred Shares or (iii) upon the distribution to
holders of the Junior Preferred Shares of evidences of indebtedness or assets
(excluding dividends payable in Junior Preferred Shares) or of subscription
rights or warrants (other than those referred to above). However, no adjustment
in the Purchase Price will be required until cumulative adjustments require an
adjustment of at least 1%.
The number of outstanding Rights and the number of one one-thousandths
of a Junior 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.
Junior Preferred Shares purchasable upon exercise of the Rights will not
be redeemable. Each Junior Preferred Share will be entitled to a minimum
preferential quarterly dividend payment of $1.00 per share but will be entitled
to an aggregate dividend of 1,000 times the dividend declared per share of
Common Share. In the event of liquidation, the holders of Junior Preferred
Shares will be entitled to a minimum preferential liquidation payment of $1,000
per share but will be entitled to an aggregate payment of 1,000 times the
payment made per Common Share. Each Junior Preferred Share will have 1,000
votes, in each case voting together with the Common Shares. Finally, in the
event of any merger, consolidation or other transaction in which the Common
Shares are exchanged, each Junior Preferred Share will be entitled to receive
1,000 times the amount received per Common Share. These rights are protected by
customary antidilution provisions.
Because of the nature of the dividend, liquidation and voting rights of
the Junior Preferred Shares, the value of the one one-thousandth interest in a
Junior Preferred Share purchasable upon exercise of each Right should
approximate the value of one Common Share.
If, after the triggering of Flip-In Rights, insufficient Common Shares
are available for the exercise in full of the Rights, the Company shall take all
such action as may be necessary to authorize additional Common Shares for
issuance upon exercise in full of the Rights. If, after the expiration of 120
days after the triggering of Flip-In Rights, insufficient Common Shares are
available for the exercise in full of the Rights, holders of Rights will receive
upon exercise Common Shares or to the extent available cash, property or other
securities of the Company, in proportions determined by the Company, so that the
aggregate value received is equal to twice the Purchase Price.
The Company is not required to issue fractional Junior Preferred Shares
(other than fractions which are integral multiples of one one-thousandth of a
Junior Preferred Share, which may, at the election of the Company be evidenced
by depositary receipts), and in lieu thereof, a payment in cash will be made to
the holder of such Rights equal to the same fraction of the current value of one
one-thousandth of a Junior Preferred Share. Following the triggering of the
Flip-In Rights, the Company will not be required to issue fractional Common
Shares upon
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exercise of the Rights and, in lieu thereof, a payment in cash will be made to
the holder of such Rights equal to the same fraction of the current market value
of a Common Share.
In general, the Company may redeem the Rights at a price of $.001 per
Right (subject to adjustment), at any time before the close of business on the
tenth day following the Stock Acquisition Date.
At any time after any Person becomes an Acquiring Person and prior to
the acquisition by any Person of 50% or more of the outstanding Common Shares,
the Board of Directors of the Company may exchange the then outstanding and
exercisable Rights (other than Rights owned by an Acquiring Person, which will
have become null and void), in whole or in part, for Common Shares, each Right
being exchangeable for one Common Share or common share equivalents equal to one
Common Share, subject to adjustment.
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 issuance of the Rights is not taxable to the Company or to
stockholders under presently existing federal income tax law, and will not
change the way in which stockholders can presently trade the Company's Common
Shares. If the Rights should become exercisable, stockholders, depending on then
existing circumstances, may recognize taxable income.
Prior to the Distribution Date, the Rights Agreement generally may be
amended by the Board of Directors of the Company. On or after the Distribution
Date, the Company may amend the Rights Agreement only to (i) cure any ambiguity,
(ii) correct or supplement any provision which may be defective or inconsistent
with the other provisions of the Rights Agreement, or (iii) change or supplement
the Rights Agreement in any other manner which the Company may deem necessary or
desirable, provided that no amendment shall adversely affect the interests of
the holders of Rights (other than any interest of an Acquiring Person or an
Affiliate or Associate of an Acquiring Person). However, no amendment may be
made at any time when the Rights are not redeemable.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a Person or group that attempts to acquire the Company
without conditioning the offer on a substantial number of Rights being acquired.
Accordingly, the existence of the Rights may deter certain acquirors from making
takeover proposals or tender offers. However, the rights plan helps ensure that
the Company's stockholders receive fair and equal treatment in the event of any
proposed takeover of the Company. The adoption of the plan is not in response to
any specific takeover threat or proposal, but is a precaution taken to protect
the rights of the Company's stockholders.
As of January 10, 2001, there were approximately 36,708,991 Common
Shares issued and outstanding. As long as the Rights are attached to the Common
Shares, the Company will issue one Right with each new Common Share so that all
such shares will have rights attached. 150,000 shares of the Company's preferred
stock have been reserved for issuance upon exercise of the Rights.
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A copy of the Rights Agreement between the Company and the Rights Agent
specifying the terms of the Rights, including the Certificate of Designation,
Preferences and Rights of the Terms of the Junior Participating Preferred Stock
attached thereto as Exhibit A, the Form of Right Certificate attached thereto as
Exhibit B and the Summary of Rights to Purchase Junior Preferred Shares attached
thereto as Exhibit C, is attached hereto as Exhibit 1 and is incorporated herein
by reference. The foregoing description of the Rights does not purport to be
complete and is qualified in its entirety by reference to such Exhibit 1.
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Item 2. Exhibits.
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
1 Rights Agreement, dated as of January 16, 2001,
between Fritz Companies, Inc. and Mellon Investor
Services LLC, as Rights Agent, including the
Certificate of Designation, Preferences and Rights of
the Terms of the Junior Participating Preferred Stock
attached thereto as Exhibit A, the Form of Right
Certificate attached thereto as Exhibit B and the
Summary of Rights to Purchase Junior Preferred Shares
attached thereto as Exhibit C.
</TABLE>
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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.
FRITZ COMPANIES, INC.
(Registrant)
Date: January 19, 2001 By /s/ Jan H. Raymond
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Jan H. Raymond
Executive Vice President and
General Counsel
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
1 Rights Agreement, dated as of January 16, 2001, between
Fritz Companies, Inc. and Mellon Investor Services LLC,
as Rights Agent, including the Certificate of
Designation, Preferences and Rights of the Terms of the
Junior Participating Preferred Stock attached thereto
as Exhibit A, the Form of Right Certificate attached
thereto as Exhibit B and the Summary of Rights to
Purchase Junior Preferred Shares attached thereto as
Exhibit C.
</TABLE>
