SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A-1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
DEPARTMENT 56, INC.
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(Exact name of registrant as specified in its charter)
Delaware 13-3684956
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(State of incorporation or (I.R.S. Employer
organization) Identification No.)
One Village Place
6436 City West Parkway 55344
Eden Prarie, MN
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(Address of principal executive (Zip Code)
offices)
Securities to be registered pursuant to
Section 12(b) of the Act:
Title of each class Name of each exchange
to be so registered on which each class
is to be registered
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Preferred Stock Purchase Rights New York Stock Exchange
If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A.(c)(1), please check the following box. [ ]
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the
effectiveness of a concurrent registration statement under the
Securities Act of 1933 pursuant to General Instruction A.(c)(2),
please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the
Act:
None
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(Title of Class)
ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
This Amendment No.1 to the Department 56, Inc.
Registration Statement on Form 8-A, filed as of April 24, 1997
(the "Registration Statement"), is being filed to conform the
Certificate of Designation, Preferences and Rights of Series A
Junior Participating Preferred Stock of Department 56, Inc.
originally included as Exhibit A to the Rights Agreement, dated
as of April 23, 1997 between Department 56, Inc. and ChaseMellon
Shareholder Services, L.L.C., as Rights Agent, filed as Exhibit 1
to the Registration Statement, to the Certificate of Designation,
Preferences and Rights of Series A Junior Participating Preferred
Stock of Department 56, Inc. as filed as of April 24, 1997 with
the Delaware Secretary of State and attached hereto as Exhibit
1.1. Exhibit 1.1 is hereby incorporated by reference herein in
its entirety.
ITEM 2. EXHIBITS.
1.1. Certificate of Designation, Preferences
and Rights of Series A Junior
Participating Preferred Stock of
Department 56, Inc.
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly caused
this Amendment No.1 to the Registration Statement to be signed on
its behalf by the undersigned, thereto duly authorized.
DEPARTMENT 56, INC.
By: /s/ David H. Weiser
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Name: David H. Weiser
Title: Senior Vice President
Dated: May 12, 1997
EXHIBIT INDEX
Exhibit Description Page
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1.1. Certificate of Designation, Preferences and 5
Rights of Series A Junior Participating
Preferred Stock of Department 56, Inc.
Exhibit 1.1
DEPARTMENT 56, INC.
CERTIFICATE OF DESIGNATION, PREFERENCES
AND RIGHTS OF SERIES A JUNIOR PARTICIPATING
PREFERRED STOCK
(Pursuant to Section 151
of the General Corporation Law of the State of Delaware)
We, Timothy J. Schugel, Vice President - Finance, and
David H. Weiser, Senior Vice President, Legal and Human
Resources, and Secretary, of Department 56, Inc., a corporation
organized and existing under the General Corporation Law of the
State of Delaware (the "Corporation"), in accordance with the
provisions of Section 103 thereof, do hereby certify:
That pursuant to the authority conferred upon the Board
of Directors by the Corporation's Restated Certificate of
Incorporation (the "Certificate of Incorporation"), the Board of
Directors, by a unanimous written consent dated April 23, 1997,
adopted the following resolution creating a series of 100,000
shares of Preferred Stock designated as Series A Junior
Participating Preferred Stock:
WHEREAS, the Certificate of Incorporation provides that
the Corporation is authorized to issue 20,000,000 shares of
preferred stock, none of which are outstanding, now therefore it
is
RESOLVED, that pursuant to the authority vested in the
Board of Directors of the Corporation by Article FOURTH of the
Certificate of Incorporation, a series of Preferred Stock of the
Corporation be, and it hereby is, created out of the authorized
but unissued shares of the capital stock of the Corporation, such
series to be designated Series A Junior Participating Preferred
Stock (the "Participating Preferred Stock"), to consist of one
hundred thousand (100,000) shares, of par value $.01 per share,
of which the preferences and relative and other rights, and the
qualifications, limitations or restrictions thereof, shall be as
follows:
1. FUTURE INCREASE OR DECREASE. Subject to
paragraph 4(e) of this resolution, the number of shares of said
series may at any time or from time to time be increased or
decreased by the Board of Directors notwithstanding that shares
of such series may be outstanding at such time of increase or
decrease.
2. DIVIDEND RATE.
(a) The holders of shares of Participating
Preferred Stock shall be entitled to receive, when, as and if
declared by the Board of Directors out of funds legally available
for the purpose, quarterly dividends payable in cash on the first
day of each November, February, May and August in each year (each
such date being referred to herein as a "Quarterly Dividend
Payment Date"), commencing on the first Quarterly Dividend
Payment Date after the first issuance of a share or fraction of a
share of Participating Preferred Stock, in an amount per share
(rounded to the nearest cent) equal to the greater of (a) $10.00
or (b) 1,000 times the aggregate per share amount of all cash
dividends and 1,000 times the aggregate per share amount (payable
in kind) of all non-cash dividends or other distributions other
than a dividend payable in shares of Common Stock or a
subdivision of the outstanding shares of Common Stock (by
reclassification or otherwise), declared on the Common Stock, of
par value $.01 per share, of the Corporation (the "Common Stock")
since the immediately preceding Quarterly Dividend Payment Date,
or, with respect to the first Quarterly Dividend Payment Date,
since the first issuance of any share or fraction of a share of
Participating Preferred Stock.
(b) On or after the first issuance of any share
or fractional share of Participating Preferred Stock, no dividend
on Common Stock shall be declared unless concurrently therewith a
dividend or distribution is declared on the Participating
Preferred Stock as provided in paragraph (a) above; and the
declaration of any such dividend on the Common Stock shall be
expressly conditioned upon payment or declaration of and
provision for a dividend on the Participating Preferred Stock as
above provided. In the event no dividend or distribution shall
have been declared on the Common Stock during the period between
any Quarterly Dividend Payment Date and the next subsequent
Quarterly Dividend Payment Date, a dividend of $10.00 per share
on the Participating Preferred Stock shall nevertheless be
payable on such subsequent Quarterly Dividend Payment Date.
(c) Dividends shall begin to accrue and be
cumulative on outstanding shares of Participating Preferred Stock
from the Quarterly Dividend Payment Date next preceding the date
of issue of such shares of Participating Preferred Stock, unless
the date of issue of such shares is prior to the record date for
the first Quarterly Dividend Payment Date, in which case
dividends on such shares shall begin to accrue from the date of
issue of such shares, or unless the date of issue is a Quarterly
Dividend Payment Date or is a date after the record date for the
determination of holders of shares of Participating Preferred
Stock entitled to receive a quarterly dividend and before such
Quarterly Dividend Payment Date, in either of which events such
dividends shall begin to accrue and be cumulative from such
Quarterly Dividend Payment Date. Accrued but unpaid dividends
shall not bear interest. The Board of Directors may fix a record
date for the determination of holders of shares of Participating
Preferred Stock entitled to receive payment of a dividend
distribution declared thereon, which record date shall be no more
than 30 days prior to the date fixed for the payment thereof.
3. DISSOLUTION, LIQUIDATION AND WINDING UP. In the
event of any voluntary or involuntary dissolution, liquidation or
winding up of the affairs of the Corporation (hereinafter
referred to as a "Liquidation"), the holders of Participating
Preferred Stock shall receive at least $100,000.00 per share,
plus an amount equal to accrued and unpaid dividends and
distributions thereon, whether or not declared, to the date of
such payment, provided that the holders of shares of
Participating Preferred Stock shall be entitled to receive at
least an aggregate amount per share equal to 1,000 times the
aggregate amount to be distributed per share to holders of Common
Stock (the "Participating Preferred Liquidation Preference").
4. VOTING RIGHTS. The holders of shares of
Participating Preferred Stock shall have the following voting
rights:
(a) Each share of Participating Preferred Stock
shall entitle the holder thereof to one thousand (1,000) votes on
all matters submitted to a vote of the stockholders of the
Corporation.
(b) Except as otherwise provided herein, or by
law, the Certificate of Incorporation or the Restated By-laws of
the Corporation (the "By-laws"), the holders of shares of
Participating Preferred Stock and the holders of shares of Common
Stock shall vote together as one class on all matters submitted
to a vote of stockholders of the Corporation.
(c) If and whenever dividends on the
Participating Preferred Stock shall be in arrears in an amount
equal to six quarterly dividend payments, then and in such event
the holders of the Participating Preferred Stock, voting
separately as a class (subject to the provisions of
subparagraph (d) below), shall be entitled at the next annual
meeting of the stockholders or at any special meeting to elect
two (2) directors. Each share of Participating Preferred Stock
shall be entitled to one vote, and holders of fractional shares
shall have the right to a fractional vote. Upon election, such
directors shall become additional directors of the Corporation
and the authorized number of directors of the Corporation shall
thereupon be automatically increased by such number of directors.
Such right of the holders of Participating Preferred Stock to
elect directors may be exercised until all dividends in default
on the Participating Preferred Stock shall have been paid in
full, and dividends for the current dividend period declared and
funds therefor set apart, and when so paid and set apart, the
right of the holders of Participating Preferred Stock to elect
such number of directors shall cease, the term of such directors
shall thereupon terminate, and the authorized number of directors
of the Corporation shall thereupon return to the number of
authorized directors otherwise in effect, but subject always to
the same provisions for the vesting of such special voting rights
in the case of any such future dividend default or defaults. The
fact that dividends have been paid and set apart as required by
the preceding sentence shall be evidenced by a certificate
executed by the President and the Chief Financial Officer of the
Corporation and delivered to the Board of Directors. The
directors so elected by holders of Participating Preferred Stock
shall serve until the certificate described in the preceding
sentence shall have been delivered to the Board of Directors or
until their respective successors shall be elected or appointed
and qualify.
At any time when such special voting rights have been
so vested in the holders of the Participating Preferred Stock,
the Secretary of the Corporation may, and upon the written
request of the holders of record of 10% or more of the number of
shares of the Participating Preferred Stock then outstanding
addressed to such Secretary at the principal office of the
Corporation in the State of Illinois, shall, call a special
meeting of the holders of the Participating Preferred Stock for
the election of the directors to be elected by them as
hereinabove provided, to be held in the case of such written
request within forty (40) days after delivery of such request,
and in either case to be held at the place and upon the notice
provided by law and in the By-laws of the Corporation for the
holding of meetings of stockholders; provided, however, that the
Secretary shall not be required to call such a special meeting
(i) if any such request is received less than ninety (90) days
before the date fixed for the next ensuing annual or special
meeting of stockholders or (ii) if at the time any such request
is received, the holders of Participating Preferred Stock are not
entitled to elect such directors by reason of the occurrence of
an event specified in the third sentence of subparagraph (d)
below.
(d) If, at any time when the holders of
Participating Preferred Stock are entitled to elect directors
pursuant to the foregoing provisions of this paragraph 4, the
holders of any one or more additional series of Preferred Stock
are entitled to elect directors by reason of any default or event
specified in the Certificate of Incorporation, as in effect at
the time of the certificate of designation for such series, and
if the terms for such other additional series so permit, the
voting rights of the two or more series then entitled to vote
shall be combined (with each series having a number of votes
proportional to the aggregate liquidation preference of its
outstanding shares). In such case, the holders of Participating
Preferred Stock and of all such other series then entitled so to
vote, voting as a class, shall elect such directors. If the
holders of any such other series have elected such directors
prior to the happening of the default or event permitting the
holders of Participating Preferred Stock to elect directors, or
prior to a written request for the holding of a special meeting
being received by the Secretary of the Corporation from the
holders of not less than 10% of the then outstanding shares of
Participating Preferred Stock, then such directors so previously
elected will be deemed to have been elected by and on behalf of
the holders of Participating Preferred Stock as well as such
other series, without prejudice to the right of the holders of
Participating Preferred Stock to vote for directors if such
previously elected directors shall resign, cease to serve or fail
to stand for reelection while the holders of Participating
Preferred Stock are entitled to vote. If the holders of any such
other series are entitled to elect in excess of two (2)
directors, the Participating Preferred Stock shall not
participate in the election of more than two (2) such directors,
and those directors whose terms first expire shall be deemed to
be the directors elected by the holders of Participating
Preferred Stock; provided that, if at the expiration of such
terms the holders of Participating Preferred Stock are entitled
to vote in the election of directors pursuant to the provisions
of this paragraph 4, then the Secretary of the Corporation shall
call a meeting (which meeting may be the annual meeting or
special meeting of stockholders referred to in subparagraph (c))
of holders of Participating Preferred Stock for the purpose of
electing replacement directors (in accordance with the provisions
of this paragraph 4) to be held on or prior to the time of
expiration of the expiring terms referred to above.
(e) Except as otherwise set forth herein or
required by law, the Certificate of Incorporation or the By-laws,
holders of Participating Preferred Stock shall have no special
voting rights and their consent shall not be required (except to
the extent they are entitled to vote with holders of Common Stock
as set forth herein) for the taking of any corporate action. No
consent of the holders of outstanding shares of Participating
Preferred Stock at any time outstanding shall be required in
order to permit the Board of Directors to: (i) increase the
number of authorized shares of Participating Preferred Stock or
to decrease such number to a number not below the sum of the
number of shares of Participating Preferred Stock then
outstanding and the number of shares with respect to which there
are outstanding rights to purchase; or (ii) to issue Preferred
Stock which is senior to the Participating Preferred Stock,
junior to the Participating Preferred Stock or on a parity with
the Participating Preferred Stock.
5. REDEMPTION. The shares of Participating Preferred
Stock shall not be redeemable.
6. CONVERSION RIGHTS. The Participating Preferred
Stock is not convertible into Common Stock or any other security
of the Corporation.
IN WITNESS WHEREOF, the undersigned Vice President-
Finance and Secretary of the Corporation each declares under
penalty or perjury the truth, to the best of his or her
knowledge, of this Certificate of Designation, Preferences and
Rights of Series A Junior Participating Preferred Stock.
Executed this 23rd day of April, 1997 in Eden Prairie,
Minnesota.
By:/s/ Timothy J. Schugel
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Name: Timothy J. Schugel
Title: Vice President
Attest:
/s/ David H. Weiser
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David H. Weiser, Secretary
