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As filed with the Securities and Exchange Commission on December 4, 1998.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
HELEN OF TROY LIMITED
(Exact name of registrant as specified in its charter)
BERMUDA 74-2692550
(State of incorporation or organization) (IRS Employer Identification No.)
6827 MARKET AVENUE
EL PASO, TEXAS 79915
(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class 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 a class 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 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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PREFERENCE SHARE PURCHASE RIGHTS NASDAQ NATIONAL MARKET
Securities to be registered pursuant to Section 12(g) of the Act: NONE
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Item 1. Description of Registrant's Securities to be Registered.
On December 1, 1998, the Board of Directors of Helen of Troy Limited (the
"Company") declared a dividend of one preference share purchase right (a
"Right") for each outstanding common share, par value $.10 per share, of the
Company (the "Common Shares"). The dividend is payable on December 15, 1998 (the
"Record Date") to the stockholders of record on that date. Each Right entitles
the registered holder to purchase from the Company one one-thousandth of a share
of Series A First Preference Shares, par value $1.00 per share, of the Company
(the "Preference Shares") at a price of $100.00 per one one-thousandth of a
Preference Share (the "Purchase Price"), subject to adjustment. The description
and terms of the Rights are set forth in a Rights Agreement dated as of December
1, 1998 (the "Rights Agreement") between the Company and Harris Trust and
Savings Bank, as Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) 10 days following a public announcement
that a person or group of affiliated or associated persons (with certain
exceptions, an "Acquiring Person") has acquired beneficial ownership of 15% 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 prior to such time
as any person or group of affiliated persons becomes an Acquiring Person)
following the commencement of, or announcement of an intention to make, a tender
offer or exchange offer the consummation of which would result in the beneficial
ownership by a person or group of 15% or more of the outstanding Common Shares
(the earlier of such dates being called the "Distribution Date"), the Rights
will be evidenced, with respect to any of the Common Share certificates
outstanding as of the Record Date, by such Common Share certificates together
with a copy of a Summary of Rights to Purchase Preference Shares of Helen of
Troy Limited (the "Summary of Rights") that will be mailed to the holders of
such stock as of the Record Date.
The Rights Agreement provides that, until the Distribution Date (or earlier
expiration of the Rights), the Rights will be transferred with and only with the
Common Shares. Until the Distribution Date (or earlier expiration of the
Rights), new Common Share certificates issued after the Record Date upon
transfer or new issuances of Common Shares will contain a notation incorporating
the Rights Agreement by reference. Until the Distribution Date (or earlier
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, 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 December 1, 2008 (the "Final Expiration Date"), unless the Final
Expiration Date is advanced or extended or unless the Rights are earlier
redeemed or exchanged by the Company, in each case as described below.
The Purchase Price payable, and the number of Preference Shares or other
securities or property issuable, upon exercise of the Rights is 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
Preference Shares, (ii) upon the grant to holders of the Preference Shares of
certain rights or warrants to subscribe for or purchase Preference Shares at a
price, or securities convertible into Preference Shares with a conversion price,
less than the then-current market price of the Preference Shares or (iii) upon
the distribution to holders of the Preference Shares of evidences of
indebtedness or assets (excluding regular periodic cash dividends or dividends
payable in Preference Shares) or of subscription rights or warrants (other than
those referred to above).
The number of outstanding Rights is also subject to adjustment in the event
of 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.
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Preference Shares purchasable upon exercise of the Rights will not be
redeemable. Each share of Preference Shares will be entitled, when, as and if
declared, to a minimum preferential quarterly dividend payment of $10.00 per
share but will be entitled to an aggregate dividend of 1,000 times the dividend
declared per share of Common Shares. In the event of liquidation, dissolution or
winding up of the Company, the holders of the Preference Shares will be entitled
to a minimum preferential liquidation payment of $1,000.00 per share (plus any
accrued but unpaid dividends) but will be entitled to an aggregate payment of
1,000 times the payment made per share of Common Shares. Each share of
Preference Shares will have 1,000 votes, voting together with the Common Shares.
Finally, in the event of any merger, consolidation or other transaction in which
outstanding Common Shares are converted or exchanged, each share of Preference
Shares will be entitled to receive 1,000 times the amount received per share of
Common Shares. These rights are protected by customary anti-dilution provisions.
Because of the nature of the Preference Shares dividend, liquidation and
voting rights, the value of the one one-thousandth interest in a share of
Preference Shares purchasable upon exercise of each Right should approximate the
value of one share of Common Shares.
In the event that any person or group of affiliated or associated persons
becomes an Acquiring Person, each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will thereupon become void),
will thereafter have the right to receive upon exercise of a Right that number
of Common Shares having a market value of two times the exercise price of the
Right.
In the event that, after a person or group has become an Acquiring Person,
the Company is acquired in a merger or other business combination transaction or
50% or more of its consolidated assets or earning power are sold, proper
provisions will be made so that each holder of a Right (other than Rights
beneficially owned by an Acquiring Person which will have become void) will
thereafter have the right to receive upon the exercise of a Right that number of
Common Shares of the person with whom the Company has engaged in the foregoing
transaction (or its parent) which at the time of such transaction have a market
value of two times the exercise price of the Right.
At any time after any person or group becomes an Acquiring Person and prior
to the earlier of one of the events described in the previous paragraph or the
acquisition by such Acquiring Person 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 Acquiring Person which will have become void), in
whole or in part, for Common Shares or Preference Shares (or a series of the
Company's Preference Shares having equivalent rights, preferences and
privileges), at an exchange ratio of one share of Common Shares, or a fractional
share of Preference Shares (or other Preference Shares) equivalent in value
thereto, per Right.
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 Preference Shares or Common Shares will be
issued (other than fractions of Preference Shares which are integral multiples
of one one-thousandth of a share of Preference Shares, which may, at the
election of the Company, be evidenced by depositary receipts), and in lieu
thereof an adjustment in cash will be made based on the current market price of
the Preference Shares or the Common Shares.
At any time prior to the close of business on the tenth day following the
day an Acquiring Person becomes such, the Board of Directors of the Company may
redeem the Rights in whole, but not in part, at a price of $.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. 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.
For so long as the Rights are then redeemable, the Company may, except with
respect to the redemption price, amend the Rights Agreement in any manner. After
the Rights are no longer redeemable, the Company may, except with respect to the
redemption price, amend the Rights Agreement in any manner that does not
adversely affect the interests of holders of the Rights.
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Until a Right is exercised or exchanged, 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 December 1, 1998, there were 29,043,652 Common Shares outstanding and
no shares in the Company's treasury. As of December 1, 1998, there were
8,446,532 Common Shares reserved for issuance under employee benefit plans and
580,000 shares reserved for issuance or issuable under certain contractual
obligations. Each outstanding share of Common Shares on December 15, 1998 will
receive one Right. The Company will issue one Right (subject to adjustment) for
each share of Common Shares issued between the Record Date and the Distribution
Date so that all such shares will have attached Rights. 50,000 Preference Shares
will initially be reserved for issuance upon exercise 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
in certain circumstances. Accordingly, the existence of the Rights may deter
certain acquirors from making takeover proposals or tender offers. The Rights
should not interfere with any merger or other business combination approved by
the Board of Directors of the Company since the Board of Directors may, at its
option, at any time prior to the close of business on the tenth day following
the day an Acquiring Person becomes such, redeem all but not less than all of
the then outstanding Rights at $.01 per Right.
The form of Rights Agreement between the Company and the Rights Agent
specifying the terms of the Rights, which includes as Exhibit B thereto the form
of Right Certificate, is attached hereto as Exhibit 1 and is incorporated herein
by reference. The foregoing description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the form of Rights
Agreement (and the exhibits thereto) attached hereto.
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Item 2. Exhibits.
Exhibit No. Description of Exhibit
1. Rights Agreement dated as of December 1, 1998 between
the Company and Harris Trust and Savings Bank, as
Rights Agent, which includes as Exhibit A the Form of
Certificate of Designations of Series A First
Preference Shares of Helen of Troy Limited, as
Exhibit B the Form of Right Certificate, and as
Exhibit C the Summary of Rights to Purchase
Preference Shares of Helen of Troy Limited
(incorporated by reference from Exhibit 4 to the
Company's Current Report on Form 8-K dated December
1, 1998).
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.
HELEN OF TROY LIMITED
Date: December 4, 1998 By: /s/ Gerald J. Rubin
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Gerald J. Rubin
Chairman and Chief Executive Officer
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EXHIBIT INDEX
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<CAPTION>
Exhibit No. Description of Exhibit
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<S> <C>
1. Form of Rights Agreement dated as of December 1, 1998 between the Company and Harris
Trust and Savings Bank, as Rights Agent, which includes as Exhibit A the Form of
Certificate of Designations of Series A First Preference Shares of Helen of Troy
Limited, as Exhibit B the Form of Right Certificate, and as Exhibit C the Summary of
Rights to Purchase Shares of Preference Shares of Helen of Troy Limited (incorporated
by reference from Exhibit 4 to the Company's Current Report on Form 8-K dated
December 1, 1998).
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