SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Wild Oats Markets, Inc.
(Exact name of registrant as specified in its charter)
Delaware 84-1100630
(State of incorporation (IRS Employer
or organization) Identification
No.)
1645 Broadway
Boulder, Colorado 80302
(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and is to
become effective 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 simultaneous 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(b) of the Act:
Title of each class Name of each exchange on which
to be so registered: each class is to be registered:
None None
Securities to be registered pursuant to Section 12(g) of the Act:
Rights to Purchase Series A Junior Participating Preferred Stock
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
Rights. On May 5, 1998, the Board of Directors of Wild Oats
Markets, Inc. (the "Company"), declared a dividend distribution of one Right for
each outstanding share of the Company's Common Stock to stockholders of record
at the close of business on May 22, 1998 (the "Record Date"). Each Right
entitles the registered holder to purchase from the Company a unit consisting of
one one-thousandth of a share (a "Unit") of Series A Junior Participating
Preferred Stock, par value $.001 per share (the "Preferred Stock"), at a
Purchase Price of $145.00 per Unit, subject to adjustment. The description and
terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement")
between the Company and Norwest Bank Minneapolis, N.A., as Rights Agent.
Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate Rights
Certificates will be distributed. In general, the Rights will separate from the
Common Stock and a ADistribution Date@ will occur upon the earlier of (i) 10
days following a public announcement that a person or group of affiliated or
associated persons, subject to certain exceptions (an "Acquiring Person"), has
acquired, or obtained the right to acquire, beneficial ownership of 15% or more
of the outstanding shares of Common Stock (the "Stock Acquisition Date"), or
(ii) 10 business days following the commencement of a tender offer or exchange
offer that would result in such a person or group beneficially owning 15% or
more of such outstanding shares of Common Stock. Until the Distribution Date,
(i) the Rights will be evidenced by the Common Stock certificates and will be
transferred with and only with such Common Stock certificates, (ii) new Common
Stock certificates issued after the Record Date will contain a notation
incorporating the Rights Agreement by reference and (iii) the surrender for
transfer of any certificates for Common Stock will also constitute the transfer
of the Rights associated with the Common Stock represented by such certificate.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on May 5, 2008, unless earlier redeemed by the
Company as described below.
As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date and, thereafter, the separate Rights
Certificates alone will represent the Rights. Shares of Common Stock issued
after the Distribution Date will be issued with Rights only upon exercise or
conversion of securities issued prior thereto unless the Board of Directors
determines otherwise.
If, at any time after the Distribution Date, any person becomes an
Acquiring Person each holder of a Right will thereafter have the right to
receive, upon exercise, Common Stock (or, in certain circumstances, cash,
property or other securities of the Company) having a value equal to two times
the exercise price of the Right. Notwithstanding any of the foregoing, all
Rights that are, or (under certain circumstances specified in the Rights
Agreement) were, beneficially owned by any Acquiring Person will be null and
void. However, Rights are not exercisable in any event until such time as the
Rights are no longer redeemable by the Company as set forth below.
<PAGE>
For example, at an exercise price of $145 per Right, each Right not
owned by an Acquiring Person (or by certain related parties) following an event
set forth in the immediately preceding paragraph would entitle its holder to
purchase $290 worth of Common Stock (or other consideration, as noted above) for
$145. Assuming that the Common Stock had a per share value of $72.50 at such
time, the holder of each valid Right would be entitled to purchase four shares
of Common Stock for $145.
If at any time following the Stock Acquisition Date (i) the Company
is acquired in a merger or other business combination transaction in which the
Common Stock is changed or exchanged or in which the Company is not the
surviving corporation, or (ii) 50% or more of the Company's assets or earning
power is sold or transferred, each holder of a Right (except those Rights owned
by an Acquiring Person and voided as set forth above) shall thereafter have the
right to receive, upon exercise, common stock of the acquiring company having a
value equal to two times the exercise price of the Right. The events set forth
in this paragraph and in the second preceding paragraph are referred to as the
"Triggering Events."
The Purchase Price payable, and the number of Units of Preferred
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
Preferred Stock, (ii) if holders of the Preferred Stock are granted certain
rights or warrants to subscribe for Preferred Stock or convertible securities at
less than the current market price of the Preferred Stock, or (iii) upon the
distribution to holders of the Preferred Stock of evidences of indebtedness or
assets (excluding regular quarterly cash dividends) or of subscription rights or
warrants (other than those referred to above).
At any time after any person or group becomes an Acquiring Person
and prior to the acquisition by the Acquiring Person of 50% or more of the
outstanding Common Stock, the Board of Directors of the Company may exchange the
Rights (other than Rights owned by the Acquiring Person, which will have become
void), in whole or in part, at an exchange ratio of one share of Common Stock
per Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price will
be required until cumulative adjustments amount to at least 1% of the Purchase
Price. No fractional Units will be issued and, in lieu thereof, an adjustment in
cash will be made based on the market price of the Preferred Stock on the last
trading date prior to the date of exercise.
<PAGE>
At any time until ten days following the Stock Acquisition Date,
the Company may redeem the Rights in whole, but not in part, at a price of $.001
per Right. Under certain circumstances set forth in the Rights Agreement, the
decision to redeem shall require the concurrence of a majority of the Continuing
Directors. Immediately upon the action of the Board of Directors ordering
redemption of the Rights or at such other time as may be specified by the Board
when it orders redemption, with, where required, the concurrence of the
Continuing Directors, the Rights will terminate and the only right of the
holders of Rights will be to receive the $.001 redemption price.
The term "Continuing Directors" means any member of the Board of
Directors of the Company who was a member of the Board prior to the Stock
Acquisition Date, and any person who is subsequently elected to the Board if
such person is recommended or approved by a majority of the Continuing
Directors, but shall not include an Acquiring Person, or an affiliate or
associate of an Acquiring Person, or any representative of the foregoing
entities.
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. While the distribution of the Rights will
not be taxable to stockholders or to the Company, stockholders may, depending
upon the circumstances, recognize taxable income if the Rights become
exercisable for Common Stock (or other consideration) of the Company or for
common stock of the acquiring company as set forth above.
Any of the provisions of the Rights Agreement may be
amended by the Board of Directors of the Company prior to the Distribution Date.
After the Distribution Date, the Rights Agreement may be amended by the Board
(in certain circumstances, with the concurrence of the Continuing Directors) in
order to cure any ambiguity, to make changes that do not adversely affect the
basic economic terms of the Rights, or to shorten or lengthen any time period
under the Rights Agreement; provided, however, that no amendment to adjust the
time period governing redemption shall be made at a time when the Rights are not
redeemable.
Preferred Stock. The Preferred Stock will have a liquidation
preference of $1.00 per hundredth of a share. Dividends on the Preferred Stock
will be payable quarterly in an amount for each one-hundredth of a share of
Preferred Stock equal to the greater of $.01 or the amount per share of any
dividend paid on the Company's Common Stock for such quarter. Unpaid dividends
will cumulate. The Preferred Stock will not be redeemable. Each one-hundredth
share of Preferred Stock will have the same voting rights as one share of Common
Stock.
Pursuant to the Rights Agreement, the purchase price payable, and
the number of Units of Preferred Stock or other securities or property issuable,
upon the 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 Stock, (ii) if holders of the
Preferred Stock are granted certain rights or warrants to subscribe for
Preferred Stock or convertible securities at less than the current market price
of the Preferred Stock, or (iii) upon the distribution to the holders of the
Preferred Stock of evidences of indebtedness or assets (excluding regular
quarterly cash dividends), assets or subscription rights or warrants (other than
those referred to above).
<PAGE>
The Preferred Stock may be issued in fractions that are integral
multiples of one one-hundredth of a share. No fractional Units will be issued
upon any exercise of Rights, and in lieu thereof, an adjustment in cash will be
made based on the market price of the Preferred Stock on the then-current market
price of such shares.
Rights Agreement. The terms of the Rights are set forth in the
Rights Agreement. The form of Rights Agreement, which includes, as Exhibit A,
the form of Certificate of Designations of the Preferred Stock and, as Exhibit
B, the form of Rights Certificate, is included as Exhibit 1 to this Registration
Statement on Form 8-A 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 the Rights Agreement.
Item 2. Exhibits.
Exhibit 1. Rights Agreement dated as of May 22, 1998, between Wild
Oats Markets, Inc. and Norwest Bank Minneapolis, N.A., as
Rights Agent.
<PAGE>
SIGNATURES
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.
WILD OATS MARKETS, INC.
By: /s/
Mary Beth Lewis
Vice President of Finance,
Treasurer and Chief Financial
Officer
Date: May 21, 1998
