Securities and Exchange Commission
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OR THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 12, 1997
QUAD SYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)
Pennsylvania 0-21504 23-2180139
(State of other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2405 Maryland Road
Willow Grove, Pennsylvania 19090
(Address of principal executive offices) (Zip Code)
(215) 657-6202
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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Item 5. OTHER EVENTS.
On November 17, 1997, the Registrant announced the adoption of a
shareholders rights plan, providing for a dividend distribution of one right for
each share of the Registrant's common stock to holders as of the close of
business on November 21, 1997. The rights will become exercisable only in the
event, with certain exceptions, an acquiring party accumulates, or announces an
offer to acquire, 15% or more of the Registrant's common stock. The rights will
expire on November 12, 2007. Each right will entitle the holder to buy one
one-hundredth of a share of a new series of preferred stock at a price of
$45.00. In addition, upon the occurrence of certain events, holders of the
rights will be entitled to purchase either the Registrant's common stock or
shares in an "acquiring entity" at half of market value. The Registrant will
generally be entitled to redeem the rights at $.001 per right at any time until
the tenth day following the acquisition of 15% of its common stock.
The foregoing description of the shareholder rights plan is qualified by
reference to the Rights Agreement, dated as of November 12, 1997, between the
Registrant and American Stock Transfer and Trust Company, as Rights Agent, a
copy of which is being filed by the Registrant as an exhibit to its Registration
Statement on Form 8-A.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION EXHIBITS
(c) Exhibits.
99.1 Press Release, dated November 17, 1997.
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EXHIBIT INDEX
NUMBER EXHIBIT
- ------ -------
99.1 Press Release, dated November 17, 1997
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this current report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
QUAD SYSTEMS CORPORATION
By: /s/ ANTHONY R. DRURY
--------------------------------
Date: November 26, 1997 Anthony R. Drury
Vice President - Finance,
Secretary & Treasurer
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For: Quad Systems Corporation
2405 Maryland Road
Willow Grove, PA 19090
215-657-6202
FOR IMMEDIATE RELEASE CONTACT: Tony Drury
Chief Financial Officer
215-657-6202
QUAD SYSTEMS CORPORATION
ADOPTS STOCKHOLDER RIGHTS PLAN
Willow Grove, Pennsylvania -- November 17, 1997 -- Quad Systems Corporation
(Nasdaq: QSYS) announced that its Board of Directors adopted a Stockholder
Rights Plan designed to protect the Company's stockholders in the event of an
attempt to acquire control of the Company on terms which do not deal fairly with
all of the Company's stockholders. Terms of the Rights Plan provide for a
dividend distribution of one right for each share of common stock of Quad
Systems Corporation to holders of record at the close of business on November
21, 1997. The rights will become exercisable only in the event, with certain
exceptions, an acquiring party accumulates, or announces an offer to acquire,
15% or more of Quad's common stock. The Rights will expire on November 12, 2007.
Each right will entitle the holder to buy one one-hundredth of a share of a new
series of preferred stock at a price of $45.00. In addition, upon the occurrence
of certain events, holders of the rights will be entitled to purchase either
Quad stock or shares in an "acquiring entity" at half of market value. Quad will
generally be entitled to redeem the Rights at $.001 per right at any time until
the tenth day following the acquisition of 15% of its common stock.
Commenting on the Rights Plan, David W. Smith, President and CEO, said that
the Board of Directors believes that the Rights Plan represents a sound and
reasonable means of safeguarding the interests of stockholders. Mr. Smith said
the plan is similar to those adopted by a number of other companies following
favorable rulings by courts in various jurisdictions. Further, Mr. Smith noted
that Quad is not aware of any intent on the part of any potential acquirer to
commence a bid for control of the Company. Issuance of the Rights will have no
dilutive effect, will not affect reported earnings per share, and will not
change the way in which Quad's shares of Common Stock are currently traded.
Details of the new Rights Plan will be outlined in a letter to be mailed to
stockholders following the record date for the rights dividend.
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Quad Systems Corporation
Quad Systems Corporation is a leading manufacturer of surface mount
technology equipment used in the manufacture of printed circuit boards,
primarily in low to medium volume production environments.
