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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CHECKMATE ELECTRONICS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Georgia 88-0117097
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(State of Incorporation (IRS Employer Identification No.)
or Organization)
1003 Mansell Road
Roswell, Georgia 30076 30076
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(Address of Principal Executive Offices) (Zip Code)
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If this form relates to the registration of a If this form relates to the registration of a
class of debt securities and is effective class of debt securities and is to become
upon filing pursuant to General Instruction effective simultaneously with the effectiveness
A(c)(1) please check the following box. [_] of a concurrent registration statement under the
Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following
box. [_]
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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
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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 Registrant's Securities to be Registered.
Effective October 13, 1997, the Board of Directors of Checkmate
Electronics, Inc. (the "Company") declared a distribution of one right (a
"Right") for each outstanding share of Common Stock, par value $.01 per share
(the "Common Stock"), to shareholders of record at the close of business on
October 24, 1997 and for each share of Common Stock issued (including shares
distributed from Treasury) by the Company thereafter and prior to the Separation
Time. Each Right entitles the registered holder to purchase from the Company
one share of Common Stock, at a purchase price of $50.00 per share (the
"Purchase Price"), subject to adjustment. The description and terms of the
Rights are set forth in a Shareholder Protection Rights Agreement between the
Company and First Union National Bank, as Rights Agent, dated as of October 13,
1997 (the "Rights Agreement").
Initially, the Rights will attach to all certificates representing shares
of outstanding Company Common Stock, and no separate Rights Certificates will be
distributed. The Rights will separate from the Common Stock and the Separation
Time will occur upon the earlier of (i) ten business days (unless otherwise
accelerated or delayed by the Board) following public announcement that a person
or group of affiliated or associated persons (an "Acquiring Person") has
acquired, obtained the right to acquire, or otherwise obtained beneficial
ownership of 15% or more of the then outstanding shares of Common Stock, or (ii)
ten business days (unless otherwise delayed by the Board) following the
commencement of a tender offer or exchange offer that would result in the person
or group beneficially owning 15% or more of the then outstanding shares of
Common Stock. An Acquiring Person does not include (a) any person who is a
beneficial owner of 15% or more of the Common Stock on October 13, 1997 (the
date of adoption of the Rights Agreement), unless such person or group shall
thereafter acquire beneficial ownership of additional Common Stock, (b) a person
who acquires beneficial ownership of 15% or more of the Common Stock without any
intention to affect control of the Company and who thereafter promptly divests
sufficient shares so that such person ceases to be the beneficial owner of 15%
or more of the Common Stock, or (c) a person who is or becomes a beneficial
owner of 15% or more of the Common Stock as a result of an option granted by the
Company in connection with an agreement to acquire or merge with the Company
prior to a Flip-In Date.
Until the Separation Time, (i) the Rights will be evidenced by Common Stock
certificates and will be transferred with and only with such Common Stock
certificates, (ii) new Common Stock certificates issued after October 24, 1997
(including shares distributed from Treasury) will contain a legend incorporating
the Rights Agreement by reference and (iii) the surrender for transfer of any
certificates representing outstanding Common Stock will also constitute the
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transfer of the Rights associated with the Common Stock represented by such
certificate.
The Rights are not exercisable until the Separation Time and will expire at
the close of business on the tenth anniversary of the Rights Agreement unless
earlier terminated by the Company as described below.
As soon as practicable after the Separation Time, Rights Certificates will
be mailed to holders of record of Common Stock as of the close of business on
the date when the Separation Time occurs and, thereafter, the separate Rights
Certificates alone will represent the Rights.
If a Flip-In Date occurs ( i.e., the close of business ten business days
following announcement by the Company that a person has become an Acquiring
Person), and if the Company has not redeemed the Rights as described below, then
the Rights entitle the holders thereof to acquire shares of Common Stock having
a value equal to twice the Right's exercise price. Instead of issuing shares of
Common Stock upon exercise of a Right following a Flip-In Date, the Company may
substitute a combination of cash, debt, Common Stock or other securities with a
value equal to the Common Stock (or any combination of the above) which would
otherwise be issuable. In addition, at the option of the Board of Directors
prior to the time that any person becomes the beneficial owner of more than 50%
of the Common Stock, and rather than payment of the cash purchase price, each
Right may be exchanged for one share of Common Stock if a Flip-In Date occurs.
Notwithstanding any of the foregoing, all Rights that are, or (under certain
circumstances set forth in the Rights Agreement) were, beneficially owned by any
person on or after the date such person becomes an Acquiring Person will be null
and void.
Following the Flip-In Date, if the Company is acquired in a merger or
consolidation where the Company does not survive or the Common Stock is changed
or exchanged, or 50% or more of the Company's assets or assets generating 50% or
more of the Company's operating income or cash flow is transferred in one or
more transactions to persons who at that time control the Company, then the
Rights entitle the holders thereof to acquire for the exercise price shares of
the acquiring party having a value equal to twice the Right's exercise price.
The exercise price payable and the number of Rights outstanding are subject
to adjustment from time to time to prevent dilution in the event of a stock
dividend, stock split or reverse stock split, or other recapitalization which
would change the number of shares of Common Stock outstanding.
At any time until the close of business on the Flip-In Date, the Board of
Directors may redeem the Rights for $.01 per Right. The Board of Directors may
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condition redemption of the Rights upon the occurrence of a specified future
time or event.
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. While the distribution of the Rights will not
be taxable to shareholders or to the Company, shareholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable.
Any provisions of the Rights Agreement may be amended at any time prior to
the close of business on the Flip-In Date without the approval of holders of the
Rights, and thereafter, the Rights Agreement may be amended without approval of
the Rights holders in any way which does not materially adversely affect the
interests of the Rights holders.
A total of 5,400,000 shares of Common Stock will be reserved for issuance
upon exercise of the Rights.
The Rights may have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Board of Directors of the Company (with, where
required by the Rights Agreement, the concurrence of a majority of the
continuing directors) unless the offer is conditioned on a substantial number of
Rights being acquired. However, the Rights should not interfere with any
merger, statutory share exchange or other business combination approved by a
majority of the continuing directors since the Rights may be redeemed by a
majority of the continuing directors of the Board of Directors at any time on or
prior to the close of business ten business days after announcement by the
Company that a person has become an Acquiring Person. Thus, the Rights are
intended to encourage persons who may seek to acquire control of the Company to
initiate such an acquisition through negotiations with the Board of Directors.
However, the effect of the Rights may be to discourage a third party from making
a partial tender offer or otherwise attempting to obtain a substantial equity
position in the equity securities of, or seeking to obtain control of, the
Company. To the extent any potential acquirers are deterred by the Rights, the
Rights may have the effect of preserving incumbent management in office.
A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an exhibit to the Company's Current Report on Form 8-K
dated October 16, 1997 and is incorporated herein by reference. The foregoing
summary description of the Rights does not purport to be complete and is
qualified in its entirety by reference to such exhibit.
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ITEM 2. EXHIBITS.
1. Shareholder Protection Rights Agreement, dated as of October 13, 1997,
between Checkmate Electronics, Inc. and First Union National Bank (which
includes as Exhibit A thereto the Form of Right Certificate), incorporated
herein by reference to Exhibit 99.1 of Checkmate Electronics, Inc.'s Form 8-K
dated October 16, 1997.
2. Press release dated October 13, 1997, incorporated herein by reference
to Exhibit 99.2 of Checkmate Electronics, Inc.'s Form 8-K dated October 16,
1997.
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.
CHECKMATE ELECTRONICS, INC.
Date: October 16, 1997 By:/s/ J. Stanford Spence
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J. Stanford Spence
Chairman of the Board
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