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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported) March 13, 1998
ELTRON INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)
California
(State or other jurisdiction of incorporation)
0-23342 95-4302537
(Commission File Number) (IRS Employer Identification No.)
41 Moreland Road
Simi Valley, California 93065
(Address of Principal Executive Offices)
(805) 579-1800
(Registrant's Telephone Number, including area code)
(Former name or former address, if changed since last report)
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Item 5. Other Events
On March 13, 1998, the Board of Directors of Eltron
International, Inc. (the "Corporation") declared a dividend
distribution of one preferred share purchase right (a "Right")
for each outstanding share of Common Stock, without par value
(the "Common Stock"), of the Corporation. The dividend is payable
to shareholders of record on April 3, 1998 (the "Record Date"),
and with respect to Common Stock issued thereafter until the
Distribution Date (as defined below) and, in certain
circumstances, with respect to Common Stock issued after the
Distribution Date. Except as set forth below, each Right, when it
becomes exercisable, entitles the registered holder to purchase
from the Corporation one one-hundredth of a share of Series A
Junior Participating Preferred Stock, without par value (the
"Preferred Shares"), of the Corporation at a price of $120 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 (the "Rights Agreement")
between the Corporation and U.S. Stock Transfer Corporation, as
Rights Agent (the "Rights Agent") dated as of March 26, 1998.
Initially, the Rights will be attached to all certificates
representing Common Stock then outstanding, and no separate Right
Certificates will be distributed. The Rights will separate from
the Common Stock upon the earliest to occur of (i) ten (10) days
after a person or group of affiliated or associated persons has
acquired beneficial ownership of 15% or more of the Corporation's
outstanding Common Stock (except pursuant to a Permitted Offer,
as hereinafter defined); or (ii) ten (10) Business Days (as
defined in the Rights Agreement) (or such later date as the Board
may determine) 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 (as hereinafter defined) (the earliest of
such dates being called the "Distribution Date"). A person or
group whose acquisition of Common Stock causes a Distribution
Date pursuant to clause (i) above is an "Acquiring Person." The
date that a person or group becomes an Acquiring Person is the
"Shares Acquisition Date."
The Rights Agreement provides that, until the Distribution Date,
the Rights will be transferred solely with the Common Stock.
Until the Distribution Date (or earlier redemption or expiration
of the Rights), new Common Stock certificates issued after the
Record Date upon transfer or new issuances of Common Stock 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 Stock outstanding as of the Record Date,
even if such notation or a copy of the Summary of Rights is not
attached thereto, will also constitute the transfer of the Rights
associated with the Common Stock represented by such certificate.
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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 Stock as of the close
of business on the Distribution Date (and to each initial record
holder of certain Common Stock issued after the Distribution
Date), and such separate Right Certificates alone will evidence
the Rights.
The Rights are not exercisable until the Distribution Date and
will expire at the close of business on April 3, 2008, unless
earlier redeemed by the Corporation as described below.
If any person becomes an Acquiring Person (except pursuant to a
tender or exchange offer which is for all outstanding Common
Stock at a price and on terms which a majority of members of the
Board of Directors (who are not also officers of the Corporation
or an Acquiring Person or affiliate or associate thereof)
determines to be adequate and in the best interests of the
Corporation and its shareholders, other than such Acquiring
Person, its affiliates and associates (a "Permitted Offer")),
each holder of a Right will thereafter have the right (the
"Flip-In Right") to receive upon exercise the number of shares of
Common Stock (or, in certain circumstances, one one-hundredths of
a share of Preferred Shares or other securities of the
Corporation) having a market value (immediately before such
triggering event) equal to two times the exercise price of the
Right. At such time, all Rights that are beneficially owned by
the Acquiring Person or any affiliate, associate or transferee
thereof will be null and void.
If at any time following the Shares Acquisition Date, (i) the
Corporation is acquired in a merger or other business combination
transaction in which the holders of all of the outstanding Common
Shares immediately before the consummation of the transaction are
not the holders of all of the surviving corporation's voting
power, or (ii) more than 50% of the Corporation's assets or
earning power are sold or transferred, in either case with or to
an Acquiring Person or any affiliate or associate or any other
person in which such Acquiring Person, affiliate or associate has
an interest or any person acting on behalf of or in concert with
such Acquiring Person, affiliate or associate, or, if in such
transaction all holders of Common Stock are not treated alike,
then each holder of a Right (except Rights which previously have
been voided as set forth above) shall thereafter have the right
(the "Flip-Over Right") to receive, upon exercise, common shares
of the acquiring company having a value equal to two times the
exercise price of the Right. The holder of a Right will continue
to have the Flip-Over Right only to the extent that the Flip-In
Right has not previously been exercised.
The Purchase Price payable and the number of Preferred Shares,
shares of Common Stock or other securities issuable upon exercise
of the Rights are subject to adjustment from time to time to
prevent dilution (i) in the event of a
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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
conversion price as the case may be), 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 quarterly cash
dividends) or of subscription rights or warrants (other than
those referred to above).
The number of outstanding Rights and the number of one
one-hundredths 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 Stock or a stock dividend on the Common Stock
payable in Common Stock or subdivisions, consolidations or
combinations of the Common Stock occurring, in any such case,
before the Distribution Date.
Preferred Shares purchasable upon exercise of the Rights will not
be redeemable. Each Preferred Share will be entitled to a minimum
preferential quarterly dividend payment of $1.00 per share but,
if greater, will be entitled to an aggregate dividend per share
of 100 times the dividend declared per share of Common Stock. In
the event of liquidation, the holders of the Preferred Shares
will be entitled to a minimum preferential liquidation payment of
$100 per share; thereafter, and after the holders of the Common
Stock receive a liquidation payment of $1.00 per share, the
holders of the Preferred Shares and the holders of the Common
Stock will share the remaining assets in the ratio of 1 to 1 (as
adjusted) for each Preferred Share and share of Common Stock so
held, respectively. Finally, in the event of any merger,
consolidation or other transaction in which Common Stock is
exchanged, each Preferred Share will be entitled to receive 100
times the amount received per share of Common Stock. The rights
are protected by customary antidilution provisions. In the event
that the amount of accrued and unpaid dividends on the Preferred
Shares is equivalent to six full quarterly dividends or more
(whether or not consecutive), the holders of the Preferred Shares
shall have the right, voting as a class, to elect two directors
until all cumulative dividends on the Preferred Shares have been
paid through the last quarterly dividend payment date or until
non-cumulative dividends have been paid regularly for at least
one year.
With certain exceptions, no adjustment to 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 one
one-hundredth or integral multiples of one one-hundredth of a
Preferred Share, which may, at the election of the Corporation,
be evidenced by depository receipts) and in lieu thereof, a
payment in cash will be made based on the market price of the
Preferred Shares on the last Trading Day (as defined in the
Rights Agreement) before
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the date of exercise.
At any time before the earlier to occur of (i) a person becoming
an Acquiring Person, (ii) the expiration of the Rights, or (iii)
in certain circumstances, after the Shares Acquisition Date, the
Corporation may redeem all but not less than all of the Rights at
a price of $.0001 per Right (the "Redemption Price") which
redemption shall be effective upon the action of the Board of
Directors.
All of the provisions of the Rights Agreement may be amended by
the Board of Directors of the Corporation before the Distribution
Date. After the Distribution Date, the provisions of the Rights
Agreement may be amended by the Board in order to cure any
ambiguity, defect or inconsistency, to make changes which do not
adversely affect the interests of holders of Rights (excluding
the interests of any Acquiring Person), or, subject to certain
limitations, to shorten or lengthen any time period under the
Rights Agreement.
Item 7. Financial Statements and Exhibits
(c) Exhibits
* Rights Agreement dated March 26, 1998 between Eltron
International, Inc. and U.S. Stock Transfer Corporation
(incorporated by reference to the Company's Form 8-A filed with
the Securities and Exchange Commission on April 10, 1998).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ELTRON INTERNATIONAL, INC.
Date: April 10, 1998 By: /s/ Roger Hay
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Chief Financial Officer
