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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 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MOUNTASIA ENTERTAINMENT INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
GEORGIA 58-1949379
(State of incorporation or organization) (I.R.S. Employer Identification No.)
5895 WINDWARD PARKWAY, SUITE 220 30202-4182
ALPHARETTA, GEORGIA 30202-4182 (Zip code)
(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH EACH
TO BE SO REGISTERED CLASS IS TO BE REGISTERED
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Common Share Purchase Rights American Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
On April 24, 1996, the Board of Directors of Mountasia Entertainment
International, Inc. (the "Company") declared a dividend distribution of one
common stock purchase right (the "Rights") for each outstanding share of common
stock, no par value per share (the "Common Shares"), of the Company, to
shareholders of record at the close of business on May 6, 1996 (the "Record
Date"), and has authorized the issuance of one Right with respect to each
Common Share that becomes outstanding between the Record Date and the
Distribtution Date (as defined below). Each Right entitles the registered
holder to purchase from the Company one Common Share (or in certain
circumstances, cash, property or other securities of the Company) at a purchase
price of $12.50, subject to adjustment (the "Purchase Price"). 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,
the Rights Agent. Capitalized terms used but not otherwise defined herein
shall have the meaning given such terms in the Rights Agreement.
Initially, the Rights will be evidenced by the certificates
representing Common Shares then outstanding, no separate Right Certificates
will be distributed and the Rights will not be tradeable separate from the
Common Shares. The Rights will become exercisable and will separate from the
Common Shares upon the earlier of (i) ten calendar days after a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person"), other than (i) the Company, (ii) any Subsidiary of the
Company, (iii) any employee benefit plan of the Company or of any Subsidiary,
or (iv) any entity holding Common Shares for the benefit of present or future
participants under the terms of any such plan (an "Exempt Person"), has
acquired beneficial ownership of 20% or more of the outstanding Common Shares
(the "Shares Acquisition Date") or (ii) ten business days (or a later date as
determined by the Board of Directors or, if there has been an Adverse Change of
Control, by a majority of the Continuing Directors (as such terms are herein
defined)) after the commencement of, or first public announcement of an
intention to commence, a tender offer or exchange offer that would result in a
person or group beneficially owning 20% or more of the outstanding Common
Shares (the earlier of such dates being called the "Distribution Date").
In connection with an Investment Agreement dated as of June 5, 1996
between the Company and MEI Holdings, L.P., a Delaware limited partnership (the
"Investment Agreement"), the Company has amended the Rights Agreement to add as
an "Exempt Person" any person, or a transferee thereof or of any such
transferee, who acquires from the Company beneficial ownership of 20% or more
of the outstanding Common Stock subject to the terms of an agreement approved
by a majority of the members of the Company's Board of Directors who are not
either an Affiliate or an Associate of such person.
Until the Distribution Date, (i) the Rights will be evidenced by the
Common Share certificates and will be transferred with and only with such
Common Share certificates, (ii)
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new Common Share certificates issued after the Record Date will contain in
accordance with the Rights Agreement a notation incorporating the Rights
Agreement by reference, and (iii) the surrender for transfer of any
certificates for Common Shares outstanding will also constitute the transfer of
the Rights associated with the Common Shares represented by such certificate.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on April 24, 2006, unless earlier redeemed or
exchanged by the Company as described below.
As soon as practicable after the Distribution Date, Right Certificates
will be mailed to holders of record of the Common Shares as of the close of
business on the Distribution Date, and thereafter, the separate Right
Certificates alone will represent the Rights. Except as otherwise provided by
the Rights Agreement or determined by the Board of Directors, only Common
Shares issued prior to the Distribution Date will be issued with Rights.
In the event that a person becomes an Acquiring Person, each holder of
a Right will thereafter have the right to receive, upon exercise, Common Shares
(or in certain circumstances, cash, property or other securities of the
Company) having a value equal to two times the Purchase Price of the Right.
Notwithstanding the foregoing, following the occurrence of such an event or any
other Triggering Event (as defined below), 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.
After the Shares Acquisition Date, in the event that (i) the Company
consolidates, or merges with, any other person, and the Company is not the
surviving corporation, (ii) any person engages in a share exchange,
consolidation or merger with the Company where the outstanding Common Shares of
the Company are exchanged for securities, cash or property of the other person
and the Company is the surviving corporation, or (iii) 50% or more of the
Company's assets or earning power is sold or transferred, proper provision will
be made so that each holder of a Right will thereafter have the right to
receive, upon exercise, common stock of the acquiring company having a value
equal to two times the Purchase Price of the Right. The events set forth in
this paragraph and the preceding paragraph are referred to as the "Triggering
Events."
The Purchase Price payable, and the number of Common Shares or other
securities, cash or property issuable, upon exercise of the Rights are subject
to customary adjustments from time to time to prevent dilution in the event of
certain changes in the shares of the Company. With certain exceptions, no
adjustment in the Purchase Price will be required until cumulative adjustments
amount to an increase or decrease of at least 1% in the Purchase Price. The
Company may determine not to issue fractional Rights or shares, and in lieu
thereof, an adjustment in cash will be made based on the market value of the
Rights or shares on the last trading date prior to the date of exercise.
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In general, the Company may redeem the Rights in whole, but not in
part, at a price of $.01 per Right (subject to adjustment), at any time before
the close of business on the tenth calendar day following the Shares
Acquisition Date; provided, however, that if the authorization to redeem the
Rights occurs on or after the date of a change in a majority of the Board of
Directors of the Company as a result of a proxy or consent solicitation and a
person who was a participant in such solicitation has stated that such person
(or any of its Affiliates or Associates) has taken or intends to take or may
consider taking actions that would result in such person becoming an Acquiring
Person or cause the occurrence of a Triggering Event (the existence of these
circumstances being an "Adverse Change of Control"), then the redemption of the
Rights will require the approval of a majority of the Continuing Directors.
Immediately upon the action of the Board of Directors ordering redemption of
the Rights, the Rights will terminate and the only right of the holders of
Rights will be to receive the redemption price.
"Continuing Director" means (i) any member of the Board of Directors
of the Company, while such person is a member of the Board, who is not an
Acquiring Person or an Affiliate or Associate of an Acquiring Person, or a
representative of an Acquiring Person or of any such Affiliate or Associate,
and was a member of the Board prior to the Record Date, or (ii) any person who
subsequently becomes a member of the Board who, while such person is a member
of the Board, is not an Acquiring Person or an Affiliate or Associate of an
Acquiring Person, or a representative of an Acquiring Person or of any such
Affiliate or Associate, if such Person's nomination for election or election to
the Board is recommended or approved by a majority of the Continuing Directors.
At any time after any person becomes an Acquiring Person and prior to
the acquisition by any person of 50% or more of the outstanding Common Shares,
the Board of Directors of the Company may exchange the then outstanding and
exercisable Rights (other than Rights owned by an Acquiring Person, which will
have become null and void), in whole or in part, for Common Shares, each Right
being exchangeable for one Common Share, subject to adjustment.
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.
Any of the provisions of the Rights Agreement may be amended by the
Board of Directors of the Company prior to the earliest of (i) the Distribution
Date, (ii) a Triggering Event or (iii) an Adverse Change of Control. After the
first to occur of such events, the provisions of the Rights Agreement may be
amended with the approval of a majority of the Continuing Directors in order
(x) to make changes that do not adversely affect the interests of holders of
the Rights (other than the interests of any Acquiring Person), (y) to cure any
ambiguity or correct or supplement any provision which may be defective or
inconsistent with other provisions contained in the Rights Agreement, or (z) to
shorten or lengthen any time period under the Rights Agreement, but after (i)
the Distribution Date, (ii) a Triggering
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Event or (iii) an Adverse Change of Control, no time period relating to
redemption of the Rights may be lengthened so as to make the Rights redeemable
at a time at which the Rights had not then been redeemable and no other time
period may be lengthened unless for the purpose of protecting, enhancing or
clarifying the rights or benefits of holders of the Rights,
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 the offer on a substantial number of Rights being
acquired. Accordingly, the existence of the Rights may deter certain acquirors
from making takeover proposals or tender offers. However, the rights plan
helps ensure that the Company's shareholders receive fair and equal treatment
in the event of any proposed takeover of the Company. The adoption of the plan
is not in response to any specific takeover threat or proposal, but is a
precaution taken to protect the rights of the Company's shareholders.
The foregoing description of the Rights Agreement and related
documents does not purport to be complete and is qualified in its entirety by
reference to the Exhibits described below.
Item 2. Exhibits.
The exhibits filed herewith or incorporated herein by reference are listed on
the Exhibit Index at page 7 of this Form 8-A.
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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, thereunto duly authorized.
MOUNTASIA ENTERTAINMENT
INTERNATIONAL, INC.
Date: August 16, 1996 By: Gregory N. Waters
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Gregory N. Waters, Chief Financial
Officer and Vice President
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequential Page at Which
Found (or Incorporated
Description of Exhibit by Reference)
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<S> <C> <C>
Exhibit 1 Rights Agreement (incorporated by reference *
to Exhibit 1 to the Company's Registration
Statement on Form 8-A, filed May 6, 1996)
Exhibit 2 Form of press release announcing declaration *
of the Rights (incorporated by reference to
Exhibit 2 to the Company's Registration
Statement on Form 8-A, filed May 6, 1996)
Exhibit 3 Form of letter to the Company's shareholders *
regarding adoption of the Rights Plan
(incorporated by reference to Exhibit 3 to
the Company's Registration Statement on Form
8-A, filed May 6, 1996)
Exhibit 4 Investment Agreement (incorporated by reference *
to Exhibit 2 to the Company's Current Report on
Form 8-K, filed June 19, 1996)
Exhibit 5 Schedule 2.4(b) to the Investment Agreement 8
</TABLE>
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* Incorporated herein by reference as indicated above.
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Schedule 2.4(b)
Amendment to Rights Agreement
Section 1(h) of the Rights Agreement shall be amended by the
addition of the following clause at the end thereof: "or (v) any person, and
the permitted transferees thereof or of any such transferee, who acquires from
the Company beneficial ownership of 20% or more of the Common Shares then
outstanding subject to the terms of an agreement which was approved by a
majority of the members of the Company's Board of Directors who are not either
an Affiliate or an Associate of such person."
