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FORM 8-A/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
KELLSTROM INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 13-3753725
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
14000 N.W. 4th Street
Sunrise, Florida 33325
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(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(1), please
check the following box. [ ]
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), 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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Not Applicable Not Applicable
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 January 14, 1997, the Board of Directors of Kellstrom
Industries, Inc. (the "Company") declared a dividend of one preferred share
purchase right (a "Right") for each outstanding share of common stock, par value
$.001 per share (the "Common Shares"), of the Company. The dividend is payable
on January 26, 1997 (the "Record Date") to the stockholders of record at the
close of business on that date. Each Right entitles the registered holder to
purchase from the Company one one-hundredth of a share of Series A Junior
Participating Cumulative Preferred Stock, par value $.001 per share (the
"Preferred Shares"), of the Company at a price of $80 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 Company and Continental Stock Transfer & Trust Company,
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 (an
"Acquiring Person") have acquired beneficial ownership of 19% 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 19% 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 certificate with a copy
of this Summary of Rights attached thereto.
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 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 January 14, 2007 (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 Right 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 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-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 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 minimum
preferential quarterly dividend payment of $1 per share but will be entitled to
an aggregate dividend of 100 times the dividend declared per Common Share. In
the event of liquidation, the holders of the Preferred Shares will be entitled
to a minimum preferential liquidation payment of $100 per share but will be
entitled to an aggregate payment of 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 antidilution 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 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 after a person or group has become an Acquiring Person,
proper provision will be made so that each holder of a Right 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. In the event that any person or
group of affiliated or associated persons becomes an Acquiring Person, proper
provision shall be made so that each holder of a Right, other than Rights
beneficially owned by the Acquiring Person and transferees of the Acquiring
Person (which will thereafter be void), will thereafter have the right to
receive upon exercise such number of one one-hundredths of a Preferred Share as
shall equal the result obtained by (x)
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multiplying the then current Purchase Price by the number of one one-hundredths
of a Preferred Share for which a Right is then exercisable and dividing that
product by (y) 50% of the then current per share market price of the Company's
Common Shares.
At any time after any person or group 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 will
have become void), in whole or in part, for consideration consisting of one-half
the securities of the Company that would be issuable at such time upon exercise
of one 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 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 depositary
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 the tenth day following the acquisition
by a person or group of affiliated or associated persons of beneficial ownership
of 19% or more of the outstanding Common Shares, 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"); provided, however, that, for the 120-day period
after any date of a change (resulting from a proxy or consent solicitation) in a
majority of the Board of Directors of the Company in office at the commencement
of such solicitation, the Rights may only be redeemed if (A) there are directors
then in office who were in office at the commencement of such solicitation and
(B) the Board of Directors of the Company, with the concurrence of a majority of
such directors then in office, determines that such redemption is, in their
judgment, in the best interests of the Company and its stockholders. The
Redemption of the Rights may be made effective at such time on such basis 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.
The Rights will not become exercisable in connection with a
"Qualifying Offer," which is an all-cash tender offer for all outstanding Common
Shares that is fully financed, remains open for a period of at least 45 business
days, assures a prompt second-step acquisition of shares not purchased in the
initial offer at the same price as the initial offer and meets certain other
requirements.
The terms of the Rights may be amended by the Board of
Directors of the Company without the consent of the holders of the Rights,
except that from and after a Distribution Date no such amendment may adversely
affect the interests of the holders of the Rights.
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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 January 16, 1997, there were 3,753,396 shares of Common
Stock outstanding (as well as a further 6,257,082 shares reserved for issuance
upon exercise of outstanding warrants and stock options). Each outstanding share
of Common Stock at the close of business on the Record Date will receive one
Right. As long as the Rights are attached to the Common Stock, the Company will
issue one Right with each new share of Common Stock so that all such shares will
have attached 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 the Rights being redeemed or a
substantial number of Rights being acquired. However, the Rights should not
interfere with any tender offer or merger approved by the Company because the
Rights may be redeemed by the Company's Board in order to permit such tender
offer or merger, subject to certain limitations.
Attached hereto as Exhibit 1 and incorporated herein by
reference are copies of the Rights Agreement and the exhibits thereto, as
follows: Exhibit A -- Certificate of Designations of the Series A Junior
Participating Cumulative Preferred Stock; Exhibit B -- Form of Rights
Certificate; and Exhibit C -- Summary of Rights to Purchase Preferred Shares.*
THE FOREGOING DESCRIPTION OF THE RIGHTS IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO THE RIGHTS AGREEMENT AND SUCH EXHIBITS THERETO.
ITEM 2. EXHIBITS
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Exhibit 1. Rights Agreement, dated as of January 14, 1997, by and between
Kellstrom Industries, Inc. and Continental Stock Transfer & Trust
Company as Rights Agent, which includes the form of Certificate
of Designations setting forth the terms of the Series A Junior
Participating Cumulative Preferred Stock, par value $0.01 per
share, as Exhibit A, the form of Right Certificate as Exhibit B
and the Summary of Rights to Purchase Preferred Shares as Exhibit
C (incorporated by reference from Exhibit 1 of the Registration
Statement on Form 8-A, as filed with the Commission on January
16, 1997.*
Exhibit 2. Amendment No. 1 to the Rights Agreement, by and between Kellstrom
Industries, Inc. and Continental Stock Transfer and Trust Company,
dated March 4, 1997.
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* Previously filed with the Commission.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Act of
1934, the Registrant has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereto duly authorized.
KELLSTROM INDUSTRIES, INC.
Date: March 7, 1997
By: /s/ Zivi R. Nedivi
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Zivi R. Nedivi
President and Chief
Executive Officer
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EXHIBIT INDEX
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Exhibit 1. Rights Agreement, dated as of January 14, 1997, by and between Kellstrom Industries, Inc. and
Continental Stock Transfer & Trust Company as Rights Agent, which includes the form of Certificate
of Designations setting forth the terms of the Series A Junior Participating Cumulative Preferred
Stock, par value $0.01 per share, as Exhibit A, the form of Right Certificate as Exhibit B and the
Summary of Rights to Purchase Preferred Shares as Exhibit C (incorporated by reference from Exhibit
1 of the Registration Statement on Form 8-A, as filed with the Commission on January 16, 1997.*
Exhibit 2. Amendment No. 1 to the Rights Agreement, by and between Kellstrom Industries, Inc. and Continental
Stock Transfer and Trust Company, dated March 4, 1997.
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* Previously filed with the Commission.
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AMENDMENT NO. 1
TO
RIGHTS AGREEMENT
AMENDMENT NO. 1 TO RIGHTS AGREEMENT ('Amendment'), entered into as of
March 4, 1997 but bearing an effective date of January 14, 1997, by and
between KELLSTROM INDUSTRIES, INC., a Delaware corporation having offices at
14000 N.W. 4th Street, Sunrise, Florida 33325 (the 'Company'), and CONTINENTAL
STOCK TRANSFER & TRUST COMPANY, having offices at 2 Broadway, New York, New York
10004 (the 'Rights Agent').
RECITALS
WHEREAS, the Company and the Rights Agent entered into a Rights Agreement,
dated as of January 14, 1997 (the 'Rights Agreement'), pursuant to which, among
other things, the Company authorized and declared a dividend of one preferred
share purchase right (a 'Right') for each Common Share of the Company
outstanding at the close of business on January 26, 1997 (the 'Record Date'),
each Right representing the right to purchase one one-hundredth (1/100) of a
preferred share; and
WHEREAS, the Company and the Rights Agent desire to amend the Rights
Agreement as set forth herein;
NOW THEREFORE, the Company and the Rights Agent hereby agree as follows:
1. The references in the Rights Agreement to the par value of the Series A
Junior Participating Cumulative Preferred Stock in: (i) Section 1(m) of the
Rights Agreement; (ii) the second paragraph of Exhibit A to the Rights
Agreement; (iii) the first sentence of the first paragraph of Exhibit B; and
(iv) the third sentence of the first paragraph of Exhibit C, are each hereby
amended by changing the par value from a par value per share of '$.01' per share
to a par value of '$.001' per share.
2. Except as specifically set forth herein, the Rights Agreement shall
remain in full force and effect.
THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAW).
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IN WITNESS WHEREOF, the Company and the Rights Agent have caused this
Amendment to be executed as of the date first written above.
KELLSTROM INDUSTRIES, INC.
By: /s/ Zivi R. Nedivi
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Name: Zivi R. Nedivi
Title: President and CEO
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
By: /s/ William F. Seegraber
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Name: William F. Seegraber
Title: Vice President
