SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
DECKERS OUTDOOR CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 95-3015862
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(State of incorporation or organization) (I.R.S. Employer
Identification no.)
495-A Fairview Avenue
Goleta, California 93117
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(Address of principal executive offices) (Zip code)
If this Form relates to the If this Form relates to the
registration of a class of securities registration of a class of
pursuant to Section 12(b) of the securities pursuant to Section
Exchange Act and is effective pursuant 12(g) of the Exchange Act and is
to General Instruction A.(c), please effective prusuant to General
check the following box. [ ] Instruction A.(d), please check the
following box. [X]
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
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(Title of Class)
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Item 1: Description of Registrant's Securities to be Registered.
On October 9, 1998, the Board of Directors of Deckers Outdoor Corporation (the
"Company") declared a dividend of one preferred share purchase right (a "Right")
for each outstanding share of common stock, par value $0.01 per share (the
"Common Shares"), of the Company. The dividend was payable to stockholders of
record on December 1, 1998 (the "Record Date"). In addition, one Right shall be
issued with each Common Share that becomes outstanding (i) between the Record
Date and the earliest of the Distribution Date, the Redemption Date and the
Final Expiration Date (as such terms are defined in the Agreement) or (ii)
following the Distribution Date and prior to the Redemption Date or Final
Expiration Date, pursuant to the exercise of stock options or under any employee
plan or arrangement or upon the exercise, conversion or exchange of other
securities of the Company, which options or securities were outstanding prior to
the Distribution Date. Each Right entitles the registered holder to purchase
from the Company one one-hundredth of a share of Series B Junior Participating
Preferred Stock, par value $0.01 per share (the "Preferred Shares"), of the
Company, at a price of $50.00 per one one-hundredth of a Preferred Share (the
"Purchase Price"), subject to adjustment. The description and terms of the
Rights are set forth in a Rights Agreement dated as of November 12, 1998 (the
"Rights Agreement") between the Company and ChaseMellon Shareholder Services,
L.L.C., as Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) 10 days following a public announcement or
disclosure that a person or group of affiliated or associated persons (an
"Acquiring Person"), has acquired beneficial ownership of 20% or more of the
outstanding Common Shares or (ii) 10 business days (or such later date as may be
determined by action of the Board of Directors), following the commencement of,
or announcement of an intention to make a tender offer or exchange offer the
consummation of which would result in a person or group becoming an Acquiring
Person (the earlier 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 Record Date, by such Common Share certificates with a copy
of a Summary of Rights attached thereto. Notwithstanding the foregoing, no
person shall become an Acquiring Person if the Board of Directors of the Company
determines in good faith that a person who would otherwise be an Acquiring
Person has become such inadvertently, and such person as promptly as practicable
takes such actions as may be necessary so that such person would no longer be
considered an Acquiring Person.
The Rights Agreement provides that, until the Distribution Date (or earlier
redemption or expiration of the Rights), the Rights will be transferred with and
only with the Common Shares. Until the Distribution Date (or earlier redemption
or expiration of the Rights), new Common Share certificates issued after the
Record Date, upon transfer or new issuance of Common Shares, will contain a
notation incorporating the Rights Agreement by reference. Until the Distribution
Date (or earlier redemption or expiration of the Rights), the surrender for
transfer of any certificates for Common Shares outstanding as of the Record
Date, even without such notation or a copy of the Summary of Rights being
attached thereto, will also constitute the 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
("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 Right
Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights will
expire on November 11, 2008 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are earlier redeemed or
exchanged by the Company, in each case, as described below.
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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 evidences 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 of a
Preferred Share issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.
Preferred Shares purchasable upon exercise of the Rights will not be redeemable.
Each Preferred Share will be entitled to a quarterly dividend payment equal to
the greater of (a) $1.00 per share or (b) 100 times the dividend declared per
Common Share. In the event of liquidation, each Preferred Share will be entitled
to a liquidation payment equal to the greater of (a) $100 per share or (b) 100
times the payment made per Common Share. Each Preferred Share will have 100
votes, voting together with the Common Shares. Finally, in the event of any
merger, consolidation or other transaction in which Common Shares are exchanged,
each Preferred Share will be entitled to receive 100 times the amount received
per Common Share. These rights are protected by customary anti-dilution
provisions.
Because of the nature of the Preferred Shares' dividend, liquidation and voting
rights, the value of the one one-hundredth interest in a Preferred Share
purchasable upon exercise of each Right should approximate the value of one
Common Share.
In the event that any person becomes an Acquiring Person, unless the event
causing the Designated Percentage threshold to be crossed and the person to
thereby become an Acquiring Person is a merger or acquisition described in the
next paragraph, each holder of a Right, other than Rights beneficially owned by
the Acquiring Person (which will thereafter be void), will thereafter have the
right to receive upon exercise that number of Common Shares having a market
value of two times the exercise price of the Right on the terms and conditions
set forth in the Rights Agreement. If the Company does not have authorized but
unissued Common Shares sufficient to satisfy such obligation to issue Common
Shares, the Company is obligated to deliver upon payment of the exercise price
of a Right an amount of cash or other securities equivalent in value to the
number of Common Shares issuable upon exercise of a Right.
In the event that any person or group becomes an Acquiring Person and the
Company thereafter merges into or engages in certain other business combination
transactions or 50% or more of its consolidated assets or earning power are
sold, each holder of a Right, other than Rights beneficially owned by an
Acquiring Person, will 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 company which at the time of such transaction
will have a market value of two times the exercise price of the Right.
At any time after any person becomes an Acquiring Person and prior to the
acquisition by such person or group of 50% or more of the outstanding Common
Shares, the Board of Directors of the Company may exchange the Rights (other
than Rights owned by such person or group which have become void), in whole or
in part, at an exchange ratio of one Common Share, or one one-hundredth of a
Preferred Share (or of a share of a class or series of the Company's preferred
stock having equivalent rights, preferences and privileges), per Right (subject
to adjustment).
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With certain exceptions, no adjustment in the Purchase Price will be required
until cumulative adjustments require an adjustment of at least 1% in such
Purchase Price. No fractional Preferred Shares will be issued (other than
fractions which are integral multiples of one one-hundredth of a Preferred
Share, which may, at the election of the Company, be evidenced by depository
receipts) and in lieu thereof, an adjustment in cash will be made based on the
market price of the Preferred Shares on the last trading day prior to the date
of exercise.
At any time prior to such time as a person or group becomes an Acquiring Person,
the Board of Directors of the Company may redeem the Rights in whole, but not in
part, at a price of $0.01 per Right (the "Redemption Price"). The redemption of
the Rights may be made effective at such time, on such basis and with such
conditions as the Board of Directors in its sole discretion may establish. After
the period for redemption of the Rights has expired, the Board may not amend the
Rights Agreement to extend the period for redemption of the Rights. Immediately
upon any 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.
The terms of the Rights may be amended by a resolution of the Board of Directors
without the consent of the holders of the Rights, except that from and after
such time as a person or group becomes an Acquiring Person, no such amendment
may adversely affect the interests of the holders of the Rights (other than an
Acquiring Person in whose hands Rights are void).
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.
As of November 19, 1998, there were approximately 8.5 million of the Company's
Common Shares outstanding. Each Common Share outstanding at the close of
business on December 1, 1998 will receive one Right. As long as the Rights are
attached to the Common Shares, one additional Right shall be deemed to be
delivered for each Common Share issued or transferred by the Company in the
future, including but not limited to Common Shares issuable upon exercise of
options granted by the Company. One hundred thousand (100,000) Preferred Shares
are initially reserved for issuance upon exercise of the Rights, such number to
be subject to adjustment from time to time in accordance with the Rights
Agreement.
The Rights Agreement, which specifies the terms of the Rights and which includes
as exhibits thereto the form of Certificate of Designations of Series B Junior
Participating Preferred Stock, the Form of Right Certificate and the form of
Summary of Rights to Purchase Preferred Stock, is filed as Exhibit 4.03 hereto.
A copy of the Certificate of Designations of Series B Junior Participating
Preferred Stock as filed with the Delaware Secretary of State, which specifies
the terms of the Preferred Shares, is filed as Exhibit 3.03 hereto. The
aforementioned exhibits hereto are incorporated herein by reference, and the
foregoing description of Rights and Preferred Shares is qualified in its
entirety by reference to such exhibits.
Item 2: Exhibits.
See Exhibit Index at page 6.
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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.
Dated: December 1, 1998
DECKERS OUTDOOR CORPORATION
By:/s/ M. Scott Ash
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M. Scott Ash
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Description
3.01 Amended and Restated Certificate of Incorporation of Registrant
(incorporated by reference to Exhibit 3.1 to the Registration
Statement on Form S-1, File No. 33-67248, filed with the Commission
on August 10, 1993).
3.02 Restated Bylaws of Registrant (incorporated by reference to
Exhibit 3.2 to the Registrant's Statement on Form S-1,
File No. 33-67248, filed with the Commission on August
10, 1993).
3.03 Certificate of Designations specifying the rights, preferences
and privileges of the Series B Junior Participating Preferred
Stock of Registrant(Attached as Exhibit A to Exhibit 4.03).
4.01 Specimen of Common Stock Certificate (incorporated by
reference to Exhibit 4.1 to the Registrant's Amendment No. 1
to the Form S-1, File No. 33-67248 filed with the Commission
on September 23, 1993).
4.02 Specimen of Right Certificate (Attached as Exhibit B to
Exhibit 4.03).
4.03 Rights Agreement dated as of November 12, 1998 between Registrant
and ChaseMellon Shareholder Services, LLC as Rights Agent, which
includes as Exhibit A the Form of Certificate of Designations of
Series B Junior Participating Preferred Stock, as Exhibit B the
Form of Right Certificate and as Exhibit C the Summary of Rights
to Purchase Preferred Stock (incorporated by reference to Exhibit
10.39 to Form 10-Q, File No. 000-22446,filed with the Commission on
November 23, 1998.
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