<PAGE>
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------------
FORM 8-K/A
-------------------------------------
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 15, 1997
KELLSTROM INDUSTRIES, INC.
-------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-23764 13-3753725
- ---------------------------- ------------ -------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
14000 N.W. 4th Street, Sunrise, Florida 33325
- -------------------------------------------- ---------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (954) 845-0427
-----------------
Not Applicable
---------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
<PAGE>
ITEM 5. OTHER EVENTS.
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") has 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 a 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.
-2-
<PAGE>
<PAGE>
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) multiplying the then current Purchase Price by the number of one
one-hundredths of
-3-
<PAGE>
<PAGE>
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.
-4-
<PAGE>
<PAGE>
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 Common Shares outstanding
(as well as a further 6,257,082 shares reserved for issuance upon exercise of
outstanding warrants and stock options). Each outstanding Common Share at the
close of business on the Record Date will receive one Right. As long as the
Rights are attached to the Common Shares, the Company will issue one Right with
each new Common Share 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 4 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 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
A. FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
It is impracticable for the Company to provide the required
Consolidated Financial Statements of International Aircraft on the date this
report is being filed. The Company intends to file the required Interim
Consolidated Financial Statements under cover of Form 8-K/A as soon as
practicable; but not later than 60 days after the date this report must have
been filed.
B. PRO FORMA FINANCIAL INFORMATION.
It is impracticable for the Company to provide the required pro
forma financial information on the date this report is being filed. The Company
intends to file the required Financial Statements under cover of Form 8-K/A as
soon as practicable; but not later than 60 days after the date this report must
have been filed.
* Previously filed with the Commission.
-5-
<PAGE>
<PAGE>
C. EXHIBITS.
2. The Acquisition Agreement by and among the Company, Kellstrom
Subsidiary, International Aircraft and the Principal
(incorporated by reference from the Company's Form 10-Q for
fiscal quarter ended September 30, 1996, as filed with the
Securities and Exchange Commission).*
4.1 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
the Company's Form 8-A as filed with the Securities and
Exchange Commission on January 16, 1997).*
4. 2 Amendment No. 1 to the Rights Agreement, by and between
Kellstrom Industries, Inc. and Continental Stock Transfer and
Trust Company, dated February 27, 1997
99.1 Press Release issued by the Company dated January 15, 1997,
regarding the Company's acquisition of International Aircraft
Support, L.P.*
99.2 Press Release issued by the Company dated January 16, 1997,
regarding the Company's distribution of preferred stock
purchase rights.*
* Previously filed with the Commission.
-6-
<PAGE>
<PAGE>
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 thereunto duly authorized.
KELLSTROM INDUSTRIES, INC.
Date: March 7, 1997 By /s/ Zivi R. Nedivi
--------------------------------------
Zivi R. Nedivi
President and Chief Executive Officer
-7-
<PAGE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
No. Description
- --- -----------
<S> <C>
2. The Acquisition Agreement by and among the
Company, Kellstrom Subsidiary, International
Aircraft and the Principal (incorporated by
reference from the Company's Form 10-Q for
fiscal quarter ended September 30, 1996, as
filed with the Securities and Exchange
Commission).*
4.1 Rights Agreement, dated as of January 14,
1997, by and between Kellstrom Industries,
Inc. and Continental Stock Transfer and
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 the
Company's Form 8-A as filed with the
Securities and Exchange Commission on
January 17, 1997).*
4.2 Amendment No. 1 to the Rights Agreement, by
and between Kellstrom Industries, Inc. and
Continental Stock Transfer and Trust
Company, dated March 4, 1997
99.1 Press Release issued by the Company dated
January 15, 1997, regarding the Company's
acquisition of International Aircraft
Support, L.P.*
99.2 Press Release issued by the Company dated
January 16, 1997, regarding the Company's
distribution of preferred stock purchase
rights.*
</TABLE>
* Previously filed with the Commission
-8-
<PAGE>
<PAGE>
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).
<PAGE>
<PAGE>
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
------------------------------
Name: Zivi R. Nedivi
Title: President and CEO
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
By: /s/ William F. Seegraber
------------------------------
Name: William F. Seegraber
Title: Vice President
