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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
COASTCAST CORPORATION
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(Exact Name of Registrant as Specified in Charter)
CALIFORNIA 95-3454926
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(State of Incorporation or Organization) (IRS Employer Identification no.)
3025 East Victoria Street, Rancho Dominguez, California 90221
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of securities pursuant to Section 12(b)
of the Exchange Act and is effective pursuant to General Instruction A.(c),
please check the following box. /X/
If this form relates to the registration of securities pursuant to Section 12(g)
of the Exchange Act and is effective pursuant to General Instruction A.(d),
please check the following box. /_/
Securities Act registration statement file number to which this form relates:
N/A (if applicable)
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Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
------------------- ------------------------------
<S> <C>
Rights to Purchase Series A The New York Stock Exchange
Preferred Stock, no par value
per share
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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COASTCAST CORPORATION
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
SUMMARY OF RIGHTS TO PURCHASE
PREFERRED SHARES
On October 27, 2000 the Board of Directors of Coastcast Corporation (the
"COMPANY") authorized and declared a dividend of one preferred share purchase
right (a "RIGHT") for each share of common stock, no par value per share (the
"COMMON SHARES"), of the Company. The dividend is payable on November 6, 2000
(the "RECORD DATE") to the holders of record of Common Shares as of the close of
business on such date. As long as the Rights are attached to the Common Shares,
the Company will issue one Right (subject to adjustment) with each new Common
Share so that all such shares will have attached Rights.
The following is a brief description of the Rights. It is intended to
provide a general description only and is subject to the detailed terms and
conditions of the Rights Agreement (the "RIGHTS AGREEMENT") dated as of
October 27, 2000 by and between the Company and ChaseMellon Shareholder
Services, LLC as Rights Agent (the "RIGHTS AGENT").
1. COMMON SHARE CERTIFICATES REPRESENTING RIGHTS
Until the Distribution Date (as defined in SECTION 2 below), (a) the Rights
shall not be exercisable, (b) the Rights shall be attached to and trade only
together with the Common Shares and (c) the stock certificates representing
Common Shares also shall represent the Rights attached to such Common Shares.
Common Share certificates issued after the Record Date and prior to the
Distribution Date shall contain a notation incorporating the Rights Agreement by
reference.
2. DISTRIBUTION DATE
The "DISTRIBUTION DATE" is the earliest of (a) the tenth business day
following the date of the first public announcement that any person, group
(as such term is used in Rule 13d-5 promulgated under the Securities Exchange
Act of 1934, as amended) or entity (other than the Company or certain related
entities, and with certain additional exceptions) has become the beneficial
owner of 15% or more of the then outstanding shares of capital stock entitled
to vote in the election of Directors of the Company (the "VOTING SHARES")
(such person, group or entity is an "ACQUIRING PERSON" and the date of such
public announcement is the "ACQUISITION DATE"), (b) the tenth business day
(or such later day as shall be designated by the Board of Directors)
following the date of the commencement of, or the announcement of an
intention to make, a tender offer or exchange offer, the consummation of
which would cause any person to become an Acquiring Person or (c) the first
date, on or after the Acquisition Date, upon which (i) the Company is
acquired in a merger or other business combination in which the Company is
not the surviving corporation or in which the outstanding Common Shares are
changed into or exchanged for stock or assets of another person, or upon
which (ii) 50% or more of the Company's consolidated assets or earning power
are sold (other than in transactions in the ordinary course of business). In
calculating the percentage of outstanding Voting Shares that are beneficially
owned by any person, such person shall be deemed to beneficially own any
Voting Shares issuable upon the exercise, exchange or
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conversion of any options, warrants or other securities beneficially owned by
such person; PROVIDED, HOWEVER, that such Voting Shares issuable upon such
exercise shall not be deemed outstanding for the purpose of calculating the
percentage of Voting Shares that are beneficially owned by any other person.
Upon the close of business on the Distribution Date, the Rights shall
separate from the Common Shares, Right certificates representing only Rights
shall be issued and the Rights shall become exercisable to purchase Preferred
Shares as described in SECTION 5 below.
No Person who is the Beneficial Owner of 15% or more of the outstanding
Voting Shares as of October 27, 2000 shall be deemed an Acquiring Person for as
long as such Person continues to be the Beneficial Owner of 15% or more of the
outstanding Voting Shares unless or until such Person shall acquire, without the
prior approval of the Board of Directors, Beneficial Ownership of an amount of
additional Voting Shares equal to 1% of the Voting Shares then outstanding.
3. ISSUANCE OF RIGHT CERTIFICATES
As soon as practicable following the Distribution Date, separate
certificates representing only Rights shall be mailed to the holders of record
of Common Shares as of the close of business on the Distribution Date, and such
separate Right certificates alone shall represent such Rights from and after the
Distribution Date.
4. EXPIRATION OF RIGHTS
The Rights shall expire on October 27, 2010 (the "EXPIRATION DATE"), unless
earlier redeemed or exchanged, unless the Distribution Date has previously
occurred and the Rights have separated from the Common Shares, in which case the
Rights will remain outstanding for ten years from the date they separate.
5. EXERCISE OF RIGHTS
Unless the Rights have expired or been redeemed or exchanged, they may be
exercised, at the option of the holders, pursuant to PARAGRAPHS (a), (b) or (c)
below. No Right may be exercised more than once or pursuant to more than one of
such paragraphs. From and after the first event of the type described in
PARAGRAPHS (b) or (c) below, each Right that is beneficially owned by an
Acquiring Person or that was attached to a Common Share that is subject to an
option beneficially owned by an Acquiring Person shall be void.
(a) RIGHT TO PURCHASE PREFERRED SHARES. From and after the close of
business on the Distribution Date, each Right (other than a Right that has
become void) shall be exercisable to purchase one one-hundredth of a share of
Series A Preferred Stock, no par value per share, of the Company (the "PREFERRED
SHARES"), at an exercise price of $75.00 (the "EXERCISE PRICE"). Prior to the
Distribution Date, the Company may substitute for all or any portion of the
Preferred Shares that would otherwise be issuable upon exercise of the Rights,
cash, assets or other securities having the same aggregate value as such
Preferred Shares. The Preferred Shares are nonredeemable and, unless otherwise
provided in connection with the creation of a subsequent series of preferred
stock, are subordinate to any other series of the Company's preferred stock
whether issued before or after the issuance of the Preferred Shares. The
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Preferred Shares may not be issued except upon exercise of Rights. The holder
of a Preferred Share is entitled to receive when, as and if declared,
quarterly dividends payable in cash on the first day of March, June,
September and December in each year, commencing the first day of the first
calendar quarter after the issuance of a Preferred Share or fraction of a
Preferred Share in the amount (rounded to the nearest cent) of $0.25 per
Preferred Share ($1.00 per annum); PROVIDED, HOWEVER, that the amount of such
quarterly dividend will be reduced by the amount of any dividends paid in the
same calendar quarter pursuant to the next sentence. In addition, the holders
of Preferred Shares will receive dividends or distributions for each
Preferred Share, subject to certain adjustments, equal to 100 times the cash
dividends paid with respect to, and 100 times the aggregate per share amount
of any non-cash dividends or distributions paid or made on, the Common
Shares. In the event of liquidation, the holders of Preferred Shares shall be
entitled to receive a liquidation payment in an amount equal to the greater
of (i) $100.00 per Preferred Share ($1.00 per one one-hundredth of a
Preferred Share), PLUS all accrued and unpaid dividends and distributions on
the Preferred Shares, or (ii) an amount equal to 100 times the aggregate
amount to be distributed per Common Share. Each Preferred Share has 100 votes
per share (one vote per one one-hundredth of a Preferred Share), voting
together with the Common Shares. In the event of any merger, consolidation or
other transaction in which Common Shares are exchanged, the holder of a
Preferred Share shall be entitled to receive 100 times the amount of stock,
securities, cash and/or any other property received per Common Share. The
rights of the Preferred Shares as to dividends, voting and liquidation
preferences are protected by antidilution provisions. It is anticipated that
the value of one one-hundredth of a Preferred Share should approximate the
value of one Common Share.
(b) RIGHT TO PURCHASE COMMON SHARES OF THE COMPANY. From and after the
close of business on the tenth business day following the Acquisition Date, each
Right (other than a Right that has become void) shall be exercisable to
purchase, at the Exercise Price (initially $75.00), Common Shares with a market
value equal to two times the Exercise Price. If the Company does not have
sufficient Common Shares available for all Rights to be exercised, the Company
shall substitute for all or any portion of the Common Shares that would
otherwise be issuable upon the exercise of the Rights, cash, assets or other
securities having the same aggregate value as such Common Shares.
(c) RIGHT TO PURCHASE COMMON STOCK OF A SUCCESSOR CORPORATION. If, on or
after the Acquisition Date, (i) the Company is acquired in a merger or other
business combination in which the Company is not the surviving corporation,
(ii) the Company is the surviving corporation in a merger or other business
combination in which all or part of the outstanding Common Shares are changed
into or exchanged for stock or assets of another person or (iii) 50% or more of
the Company's consolidated assets or earning power are sold (other than in
transactions in the ordinary course of business), then each Right (other than a
Right that has become void) shall thereafter be exercisable to purchase, at the
Exercise Price (initially $75.00), shares of common stock of the surviving
corporation or purchaser, respectively (the "SURVIVING PERSON"), with an
aggregate market value equal to two times the Exercise Price.
6. ADJUSTMENTS TO PREVENT DILUTION
The Exercise Price, the number of outstanding Rights and the number of
Preferred Shares or Common Shares issuable upon exercise of the Rights are
subject to adjustment from time to time as set forth in the Rights Agreement in
order to prevent dilution. With certain
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exceptions, no adjustment in the Exercise Price shall be required until
cumulative adjustments require an adjustment of at least 1%.
7. CASH PAID INSTEAD OF ISSUING FRACTIONAL SECURITIES
No fractional securities shall be issued upon exercise of a Right (other
than fractions of Preferred Shares that are integral multiples of one
one-hundredth of a Preferred Share and that may, at the election of the Company,
be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash
shall be made based on the market price of such securities on the last trading
date prior to the date of exercise.
8. REDEMPTION
At any time prior to the earlier of (a) the tenth business day following
the Acquisition Date or (b) the first event of the type giving rise to exercise
rights under SECTION 5(c) above, the Board of Directors may, at its option,
direct the Company to redeem the Rights in whole, but not in part, at a price of
$.001 per Right (the "REDEMPTION PRICE"), and the Company shall so redeem the
Rights. Immediately upon such action by the Board of Directors (the date of such
action being the "REDEMPTION DATE"), the only right of the holders of Rights
thereafter shall be to receive the Redemption Price.
9. EXCHANGE
At any time during the period of 180 days after the Acquisition Date, the
Board of Directors of the Company may, at its option, authorize and direct the
exchange of all, but not less than all, of the then outstanding Rights for
Common Shares, one one-hundredths of Preferred Shares, debt securities of the
Company, other property or any combination of the foregoing, which, as of the
date of the Board of Directors' action, has a current market price equal to the
difference between the Exercise Price and the current market price of the shares
that would otherwise be issuable upon exercise of a Right on such date (the
"EXCHANGE RATIO"), and the Company shall so exchange the Rights. Immediately
upon such action by the Board of Directors, the right to exercise Rights shall
terminate and the only right of the holders of Rights thereafter shall be to
receive the securities so designated by the Board of Directors in accordance
with the Exchange Ratio.
10. NO STOCKHOLDER RIGHTS PRIOR TO EXERCISE
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company (other than rights resulting from such
holder's ownership of Common Shares), including, without limitation, the right
to vote or to receive dividends.
11. AMENDMENT OF RIGHTS AGREEMENT
The Board of Directors may, from time to time, without the approval of any
holder of Rights, direct the Company and the Rights Agent to supplement or amend
any provision of the Rights Agreement in any manner, whether or not such
supplement or amendment is adverse to any holder of Rights, and the Company and
the Rights Agent shall so supplement or amend such provision; PROVIDED, HOWEVER,
that from and after the earliest of (a) the tenth business day following the
Acquisition Date, (b) the first event of the type giving
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rise to exercise rights under SECTION 5(c) above or (c) the Redemption Date, the
Rights Agreement cannot be supplemented or amended in any manner that would
materially and adversely affect any holder of outstanding Rights other than an
Acquiring Person or a Surviving Person.
A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an Exhibit to a Current Report on Form 8-K. The foregoing
summary description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement, which is
incorporated herein by reference.
ITEM 2. EXHIBITS.
1. Rights Agreement dated as of October 27, 2000, by and between
Coastcast Corporation and ChaseMellon Shareholder Services, L.L.C., as Rights
Agent (incorporated by reference to Coastcast Corporation's Current Report on
Form 8-K (commission file no. 1-12676) filed November 1, 2000.
2. Certificate of Determination of Series A Preferred Stock of Coastcast
Corporation adopted October 27, 2000.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned hereunto duly authorized.
dated: November 1, 2000
COASTCAST CORPORATION
By: /s/ HANS H. BUEHLER
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Hans H. Buehler
Chief Executive Officer
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