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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
Amendment No. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Simpson Industries, Inc.
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(Exact name of registrant as specified in its charter)
Michigan 38-1225111
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(State of incorporation or organization) (IRS Employer Identification No.)
47603 Halyard Drive, Plymouth, Michigan 48170-2429
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(Address of principal executive offices) (Zip Code)
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If this Form relates to the registration of a class of If this Form relates to the registration of a class of
securities pursuant to Section 12(b) of the securities pursuant to Section 12(g) of the
Exchange Act and is effective pursuant to Exchange Act and is effective pursuant to
General Instruction A.(c), please check the General Instruction A.(d), please check the
following box. [ ] following box. [X]
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Securities Act Registration statement file number to which this form relates:
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(If applicable)
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Securities to be registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on Which
Title of each class 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:
Common Stock Purchase Rights
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(Title of Class)
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Item 1. Description of Securities to be Registered.
The Rights Agreement.
On February 24, 1997, the Board of Directors of Simpson Industries,
Inc. (the "Company") declared a dividend distribution of one Right for each
outstanding share of Common Stock, $1.00 par value (the "Common Stock"), of the
Company. The distribution was payable on May 12, 1997 to the Company's
shareholders of record at the close of business on May 9, 1997. Each Right
entitles the registered holder to purchase from the Company one share of Common
Stock at a price of $43.00 per share (the "Purchase Price"), subject to
adjustment. The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement") between the Company and Harris Trust and
Savings Bank, as Rights Agent (the "Rights Agent").
Until the earliest to occur of (i) the tenth business day following the
first public announcement that a person or group of affiliated or associated
persons acquire, or obtained the right to acquire, beneficial ownership or 20%
or more of the outstanding shares of the Common Stock (an "Acquiring Person"),
(ii) such date as a majority of the "Continuing Directors" (as defined in the
Rights Agreement) may fix following the commencement or announcement of an
intention to commence a tender offer or exchange offer by any person (other than
the Company) if, upon consummation, such person would be an Acquiring Person, or
(iii) the tenth Business Day after the date the Board of Directors determines
that the holder of 10% or more of the outstanding Common Stock is an "Adverse
Person" (the earliest of such dates being called the "Distribution Date"), the
Rights will be evidenced, with respect to any of the Common Stock certificates
outstanding as of the close of business on May 9, 1997, by such Common Stock
certificates. The Rights Agreement provides that, until the Distribution Date,
the Rights will be transferred with and only with the Common Stock. Until the
Distribution Date (or earlier redemption, exchange or expiration of the Rights),
the surrender for transfer of any of the Common Stock certificates outstanding
as of May 9, 1997 will also constitute the transfer of the Rights associated
with the Common Stock 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 Stock
as of the close of business on the Distribution Date and such separate Right
Certificates alone will evidence the Rights. Subject to certain adjustments as
may be required by the Rights Agreement, the Company will issue one Right with
each new share of Common Stock issued until the Distribution Date so that all
shares will have attached Rights.
The Rights are not exercisable until the Distribution Date and, if
later, the expiration of the Company's right to redeem the Rights. The Rights
will expire on May 9, 2007, unless earlier redeemed or called for exchange by
the Company as described below or their earlier expiration upon the consummation
of certain transactions as described below.
The Purchase Price payable, and the number of shares of Common Stock 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 Common
Stock; (ii) upon the grant to holders of the Common Stock of certain rights or
warrants to subscribe for shares of the Common Stock or convertible securities
at less than the current market price of the Common Stock; or (iii) upon the
distribution to holders of the Common Stock of evidences of indebtedness or
assets (excluding regular periodic cash dividends out of earnings or retained
earnings at a rate not in excess of 125% of the rate of the last cash dividend
theretofore paid or a dividend paid in the Common Stock) or of subscription
rights or warrants (other than those referred to above). With certain
exceptions, no adjustment
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in the Purchase Price will be required until cumulative adjustments require an
adjustment of at least 1% in such Purchase Price. The Company shall not be
required to issue fractions of shares of Common Stock and, in lieu thereof, an
adjustment in cash will be made equal to the same fraction of the current market
value of one share of Common Stock.
Subject to the Board's right to exchange shares of Common Stock for
Rights described below, in the event that (i) an Acquiring Person merges into
the Company or engages in one of a number of self- dealing transactions
specified in the Rights Agreement; or (ii) in certain circumstances, any Person
becomes an Acquiring Person (except pursuant to a tender or exchange offer for
all outstanding shares of Common Stock at a price and on terms determined by a
majority of the "Continuing Directors", after receiving advice from an
investment banking firm selected by a majority of the "Continuing Directors", to
be fair and otherwise in the best interests of the Company and its shareholders
(a "Permitted Offer")); or (iii) at any time when there is an Acquiring Person,
the Company engages in a recapitalization, reclassification, reorganization or
similar transaction which increases the Acquiring Person's proportionate
ownership of the Company by more than 1%; or (iv) the Board of Directors (with
the concurrence of a majority of the "Outside Directors") declares any person
beneficially owning at least 10% of the Common Stock to be an "Adverse Person",
then proper provision shall be made so that each holder of a Right, other than
Rights that were or are beneficially owned by the Acquiring Person (which will
thereafter be void), shall thereafter have the right to receive upon exercise
that number of shares of Common Stock having a market value of two times the
exercise price of the Right. Following the Distribution Date, in the event (i)
that the Company is acquired in a merger or other business combination
transaction in which it is not the surviving corporation or in connection with
which all or a part of the Common Stock shall be changed into or exchanged for
stock or other securities of any other person or cash or any other property
(other than certain mergers and other business combinations with an Acquiring
Person who becomes such in a Permitted Offer if the price per share of Common
Stock offered in such transaction is no less than the price per share of Common
Stock paid to all holders in the Permitted Offer and the form of consideration
being offered in such transaction is the same as the form of consideration paid
in the Permitted Offer (a "Permitted Combination")); or (ii) that 50% or more of
the Company's assets or earning power were sold, then proper provision shall be
made so that each holder of a Right, other than Rights that were or are
beneficially owned by the Acquiring Person (which will thereafter be void),
shall 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 Person which at the time of such transaction would have a
market value of two times the exercise price of the Right. Each of the events
described in this paragraph constitutes a "Triggering Event" under the Rights
Agreement.
At any time after any Person becomes an Acquiring Person but prior to
the time such Acquiring Person has acquired 50% or more of the outstanding
Common Stock, the Board (with the concurrence of a majority of the "Continuing
Directors") may cause holders of Rights to exchange all or part of their Rights
for shares of Common Stock at a ratio of one share of Common Stock per Right,
subject to adjustment. As soon as the Board has determined to make such
exchange, the Rights may no longer be exercised.
At any time prior to 5:00 p.m., Detroit time, on the earliest of (i)
the tenth Business Day following the date of the first public announcement that
a person or group of affiliated or associated persons has acquired beneficial
ownership of 20% or more of the outstanding shares of the Common Stock of the
Company (the "Shares Acquisition Date"), (ii) May 9, 2007 or (iii) the day on
which a determination is made by the Board of Directors that any person is an
Adverse Person, the Board of Directors may redeem the Rights in whole, but not
in part, at a price of $.005 per Right (the "Redemption Price"), subject to the
following exceptions. First, if such redemption occurs on or after the Shares
Acquisition Date, the Board
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shall be entitled to so redeem the Rights only if such redemption is approved by
a majority of the "Continuing Directors" and the "Continuing Directors"
constitute a majority of the Board of Directors. Second, if such redemption
occurs on or after the date of a change (resulting from a proxy or consent
solicitation effected in compliance with applicable law and the requirements of
any national securities exchange on which the Common Stock of the Company is
then listed) in a majority of the directors in office at the commencement of
such solicitation if any person who is a participant in such solicitation has
stated (or, if upon the commencement of such solicitation, a majority of the
Board of Directors has determined in good faith) that such person intends to
take, or may consider taking, any action which would result in such person
becoming an Acquiring Person or which would cause the occurrence of a Triggering
Event, the Board shall be entitled to redeem the Rights only if such redemption
is approved by a majority of the "Continuing Directors" who were members of the
Board of Directors prior to the solicitation and such directors constitute a
majority of the Board. Thereafter, the Company's right of redemption may be
reinstated, prior to a Triggering Event, (i) if an Acquiring Person reduces its
beneficial ownership to 10% or less of the outstanding shares of Common Stock in
a transaction or series of transactions not involving the Company; and (ii)
there are no other persons, immediately following the event described in clause
(i), who are Acquiring Persons. Immediately upon the action of the Board of
Directors of the Company electing to redeem the Rights, the Company shall make
announcement thereof, and upon such election, the right to exercise the Rights
will terminate and the only right of the holders of Rights will be to receive
the Redemption Price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.
The provisions of the Rights Agreement may be amended by the Board of
Directors in order to cure any ambiguity or correct any defect or inconsistency
and by the Continuing Directors, prior to the Distribution Date, to make changes
deemed to be in the best interests of the holders of the Rights or, after the
Distribution Date, to make such other changes which do not materially adversely
affect the interests of the holders of the Rights (excluding the interests of
any Acquiring Person and its affiliates and associates).
A copy of the Rights Agreement is being filed as an exhibit to this
Registration Statement. 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 incorporated herein by reference.
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 its offer on a substantial number of Rights being acquired.
The Rights should not interfere with any merger or other business combination
approved by the Board of Directors of the Company within ten business days of
the existence of an Acquiring Person, because the Rights may be redeemed within
such period.
Amendment No. 1 to the Rights Agreement.
Effective as of September 29, 2000, the Company and the Rights Agent
adopted the Amendment (the "Amendment") to the Rights Agreement. The Amendment,
among other things, provides that none of Simmer Acquisition Company LLC, a
Delaware limited liability company ("Simmer LLC"), Simmer Acquisition
Corporation, a Michigan corporation ("Simmer Corporation"), or any affiliate or
associate of either shall be deemed to be an Acquiring Person (or an Associate
or Affiliate of an Acquiring Person), either individually or collectively,
solely by virtue of the execution of, or the consummation of the transactions
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contemplated by, the Agreement and Plan of Merger dated as of September 29, 2000
among the Company, Simmer LLC, and Simmer Corporation, and any amendments
thereto.
The Amendment is attached as an exhibit hereto, and is incorporated
herein by reference. Except as incorporated by reference herein, the description
of the Rights Agreement set forth in the Registration Statement on Form 8-A
initially filed by the Company with the Securities and Exchange Commission on
April 16, 1997, as amended to date, remains in full force and effect.
Item 2. Exhibits.
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Exhibit
Number Description
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1 Form of certificate representing Rights (previously filed as Exhibit 1 to the
Company's Registration Statement on Form 8-A filed on April 16, 1997 and
incorporated herein by reference).
2 Rights Agreement dated as of February 28, 1997, between Simpson Industries,
Inc. and Harris Trust and Savings Bank, as Rights Agent (previously filed as
Exhibit 2 to the Company's Registration Statement on Form 8-A filed on April
16, 1997 and incorporated herein by reference).
3* Amendment to Rights Agreement, dated as of September 29, 2000, to the Rights
Agreement dated as of February 28, 1997, between Simpson Industries, Inc. and
Harris Trust and Savings Bank, as Rights Agent.
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* Filed herewith.
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this amendment to the registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
Date: December 5, 2000 SIMPSON INDUSTRIES, INC.
By: /s/ Vinod M. Khilnani
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Vinod M. Khilnani
Vice President and Chief Financial Officer
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EXHIBIT INDEX
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Exhibit
Number Description
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1 Form of certificate representing Rights (previously filed as Exhibit 1 to the
Company's Registration Statement on Form 8-A filed on April 16, 1997 and
incorporated herein by reference).
2 Rights Agreement dated as of February 28, 1997, between Simpson Industries,
Inc. and Harris Trust and Savings Bank, as Rights Agent (previously filed as
Exhibit 2 to the Company's Registration Statement on Form 8-A filed on April
16, 1997 and incorporated herein by reference).
3* Amendment to Rights Agreement, dated as of September 29, 2000, to the Rights
Agreement dated as of February 28, 1997, between Simpson Industries, Inc. and
Harris Trust and Savings Bank, as Rights Agent.
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* Filed herewith.
