SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF
SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
LUCILLE FARMS, INC.
(Exact name of Registrant as Specified in its Charter)
Delaware
13-2963923
(State of Incorporation or Organization)
(I.R.S. Employer
Identification No.)
150 River Road, Montville, New Jersey
07045
(Address of Principal Executive Offices)
(Zip Code)
If this form relates to the If this form relates to the
registration of a class of debt registration of a class of
securities and is effective upon debt securities and is to
filing pursuant to General become effective
Instruction A(c)(1) please check simultaneously with the
the following box [ ] 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(b) of the
Act:
None
Securities to be registered pursuant to Section 12(g) of the
Act:
Preferred Stock Purchase Rights
(Title of class)
Item 1. Description of Registrant's Securities to be
Registered.
On May 30, 1997, the Board of Directors of
Lucille Farms, Inc. (the "Company") declared a dividend
distribution of one right (a "Right") for each share of
common stock, par value $.001 per share (the "Common
Shares"), of the Company payable on June 16, 1997, to
holders of record of the Company's Common Shares at the
close of business on June 16, 1997. As of March 31, 1997,
there were 3,002,500 Common Shares outstanding. Each
Right entitles the registered holder to purchase from the
Company one one-hundredth (1/100th) of a share of the
nonredeemable Series A Preferred Stock (a "Preferred
Share") at a price of $8.00 per one one-hundredth (1/100th)
of a 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 Continental Stock Transfer & Trust
Company, as rights agent (the "Rights Agent").
Initially the Rights will not be exercisable.
Certificates will not be sent to stockholders, and the Rights
will automatically trade with the Common Shares as of the
record date. Under certain circumstances as provided in
the Rights Agreement (as referred to below), rights issued
to or beneficially owned by Acquiring Persons or their
Affiliates or Associates (as such terms are defined in the
Rights Agreement) or any subsequent holder of such rights
shall be null and void and may not be exercised by or
transferred to any person.
The Rights become exercisable upon the
close of business on the day (the "Distribution Date")
which is the earlier of (i) the tenth day after the Shares
Acquisition Date or (ii) the tenth business day (or such
later date as may be determined by action of the Board of
Directors prior to such time as any Person becomes an
Acquiring Person) after the date of the commencement by
any Person of, or of the first public announcement of the
intention of any Person to commence, a tender or exchange
offer the consummation of which would result in any
Person becoming the Beneficial Owner of Common Shares
aggregating 20% or more of the then outstanding Common
Shares (an "Acquiring Person"). In the event any Person
becomes an Acquiring Person, proper provision shall be
made so that each holder of a Right, other than the Rights
owned by the Acquiring Person (which will thereafter be
void), will thereafter have the right to receive upon
exercise that number of Common Shares (or Preferred
Shares) having a market value of two times the exercise
price of the Rights. Prior to such Distribution Date, the
Rights will not be exercisable, will not be represented by
a separate certificate, and will not be transferable apart
from the Company's Common Shares, but will instead be
evidenced, with respect to any of the Common Shares
certificates outstanding as of June 16, 1997, or
subsequently issued, by such certificate of Common Shares.
An Acquiring Person does not include (A) the Company,
(B) any Subsidiary of the Company, (C) any employee
benefit plan of the Company or of any Subsidiary of the
Company, or any entity holding Common Shares for or
pursuant to the terms of any such plan. Notwithstanding
the foregoing, if the Board of Directors determines that an
Acquiring Person became an Acquiring Person
inadvertently and such holder divests shares of the
Company's Common Shares so that such person would no
longer constitute an Acquiring Person, then, in such an
event, that Person will not be deemed to be an Acquiring
Person.
In the event that, after the time the Rights become
exercisable, the Company is to be acquired in a merger,
consolidation, share exchange or other business
accommodation (in which any shares of Common Shares
are changed into or exchanged for other securities or
assets) or more than 50% of the assets or earning power of
the Company and its subsidiaries, taken as a whole, is to
be sold or transferred in one or a series of related
transactions, each holder of record of a Right will from and
after such date have the right to receive such number of
Common Shares of such Acquiring Person as shall equal
the result obtained by (A) multiplying the then current
Purchase Price by the number of one one-hundredth of a
Preferred Share for which a Right is then exercisable and
dividing that product by (B) 50% of the then current per
share market price of the Common Shares of such other
Person on the date of consummation of such consolidation,
merger, sale or transfer.
At any time on or prior to the close of business on
the earlier of (i) such time as a person or group of
affiliated or associated persons has become an Acquiring
Person (or such later date as a majority of the Board of
Directors may determine) or (ii) May 29, 2007 the
Company may redeem the Rights in whole, but not in part,
at a price of $.001 per Right (the "Redemption Price).
Immediately upon the effective time of the action of the
Board of Directors of the Company authorizing redemption
of the Rights, the right to exercise the Rights will terminate
and the only right of the Holders of Rights will be to
receive the Redemption Price.
Certificates for Common Shares which become
outstanding after the record date but prior to the earliest of
the Distribution Date, the Redemption Date or the Final
Expiration Date, will contain a legend incorporating the
Rights Agreement by reference. Until the Distribution
Date (or earlier redemption or expiration of the Rights), the
surrender for transfer of any of the Common Shares
certificates outstanding as of June 16, 1997 with or without
a copy of this Summary of Rights attached thereto, will
also constitute a 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 (the "Right 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 certificates alone will evidence the Rights
from and after the Distribution Date.
The Rights are not exercisable until the Distribution
Date. The Rights will expire at the close of business on
May 29, 2007, unless earlier redeemed or exchanged by
the Company, in each case as described herein.
The Purchase Price payable, and the number of
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
reclassification of, the Preferred Shares, (ii) upon the grant
to holders of the Preferred Shares of certain rights or
warrants to subscribe for or purchase Preferred Shares at
a price, or securities convertible into Preferred Shares with
a conversion price, less than the then current market price
of the Preferred Shares or (iii) upon the distribution to
holders of the Preferred Shares of evidence of indebtedness
or assets (excluding regular periodic cash dividends paid
out of earnings or retained earnings or dividends payable
in Preferred Shares) or of subscription rights or warrants
(other than those referred to above). The number of
outstanding Rights and the number of one one-hundredth
(1/100th) of a share of Preferred Shares issuable upon
exercise of each Right are also subject to adjustment in the
event of a split of the Common Shares or a dividend on the
Common Shares payable in Common Shares or
subdivisions, combinations or reclassification of the
Common Shares occurring, in any such case, prior to the
Distribution Date.
The Company will issue cash in lieu of fractional
Preferred Shares which are not integral multiples of one
one-hundredth of a share.
For as long as the Rights are redeemable, the
Company may amend the Rights in any manner, including
an amendment to extend the time period in which the
Rights may be redeemed. At any time when the Rights are
not redeemable, the Company may only amend the Rights
in a manner which does not materially affect the interest of
holders of the Rights as such.
At any time after a person or group of affiliated or
associated persons becomes an Acquiring Person and prior
to the acquisition by any such person or group of 50% or
more of any class of outstanding voting stock of the
Company, the majority of the Board of Directors of the
Company (upon the approval of a majority of the
Continuing Directors) may exchange the Rights (other than
Rights owned by such person or group, which have become
null and void), in whole or in part, at an exchange ratio of
one share of Common Shares (or a fraction of a Preferred
Share or other consideration having equivalent market
value) per Right (subject to adjustment). The Board of
Directors will not be empowered to effect such an
exchange at any time after an Acquiring Person acquires
more than 50% of such shares of the Company.
Until a Right is exercised, the holder, as such, will
have no rights as a stockholder of the Company, including,
without limitation, the right to vote or to receive dividends.
<PAGE>
Item 2. Exhibits.
Exhibit No. Description
1. Rights Agreement,
dated May 30, 1997,
between the
Registrant and
Continental Stock
Transfer & Trust
Company, as Rights
Agent. The Rights
Agreement contained
the Form of
Certificate of
Designations of Series
A Preferred Stock as
Exhibit A, the form
of Rights Certificate
as Exhibit B, and the
Summary of Rights as
Exhibit C.
<PAGE>
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, thereto duly authorized.
LUCILLE FARMS, INC.
By:
Alfonso Falivene
President and Chief Executive Officer
Date: June 2, 1997
