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SECURITIES EXCHANGE AND COMMISSION
Washington, D. C. 20549
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FORM 8-K
CURRENT REPORT
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Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported): August 14, 1996
RF Monolithics, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-24414 75-16380271
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(State of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
4441 Sigma Road, Dallas, Texas 75244
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(Address of principal executive offices) (Zip Code)
(214) 233-2903
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(Registrant's telephone number, including area code)
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Item 5.Other Events.
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On August 14, 1996, the Board of Directors of RF Monolithics, Inc.
(the "Company") approved the First Amendment to Rights Agreement (the
"Amendment"), which amended a Rights Agreement dated as of December 20, 1994
(the "Rights Agreement") between the Company and The First National Bank of
Boston, as Rights Agent (the "Rights Agent"). The Amendment exempts Kopp
Investment Advisors, Inc., from the provisions in the Rights Agreement which
become exercisable upon any certain person becoming a Beneficial Owner of 15% or
more of the voting shares of the Company. The Amendment provides that Kopp
Investment Advisors, Inc., may beneficially own up to 20% of the voting shares
of the Company without resulting in the rights set forth in the Rights Agreement
becoming exercisable.
Item 7.Exhibits.
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1. First Amendment to Rights Agreement, dated as of August 14, 1996,
between RF Monolithics, Inc. and The First National Bank of
Boston as Rights Agent.
2. Press Release, dated as of August 14, 1996, announcing the
adoption of First Amendment to Rights Agreement.
1.
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SIGNATURE
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.
RF MONOLITHICS, INC.
Dated: August 14, 1996 By: /s/ Sam L. Densmore
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Sam L. Densmore
President and Chief Executive
Officer
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INDEX TO EXHIBITS
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Page number in
sequentially
numbered version
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1. First Amendment to Rights Agreement, 4
dated as of August 14, 1996, between
RF Monolithics, Inc. and The First
National Bank of Boston
as Rights Agent.
2. Press Release, dated as of August 14, 1996, 9
announcing the adoption of First Amendment
to Rights Agreement.
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EXHIBIT 1
FIRST AMENDMENT TO RIGHTS AGREEMENT
First Amendment, dated as of August 14, 1996, to the Rights Agreement,
originally dated as of December 20, 1994 (the "Rights Agreement"), between RF
Monolithics, Inc., a Delaware corporation, (the "Company") and The First
National Bank of Boston ("Rights Agent") amends that certain Rights Agreement,
dated as of December 20, 1994, between the Company and the Rights Agent.
The Board of Directors of the Company has approved an amendment to the
Rights Agreement pursuant to Section 27 thereof.
Accordingly, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
CERTAIN DEFINITIONS. For purposes of this Amendment, capitalized terms
not otherwise defined shall have the meaning given them in the Rights Agreement.
AMENDMENT.
Section 1(a) of the Rights Agreement is hereby amended in its entirety
to read as follows":
"Acquiring Person" shall mean any Person (as such term is
hereinafter defined) who or which, together with all Affiliates and
Associates (as such terms are hereinafter defined) of such Person, shall be
the Beneficial Owner (as such term is hereinafter defined) of 15% or more
of the Common Shares of the Company then outstanding, but shall not include
the Company, any Subsidiary (as such term is hereinafter defined) of the
Company, any employee benefit plan of the Company or any Subsidiary of the
Company, any entity holding Common Shares for or pursuant to the terms of
any such plan, or any Exempt Person (as such term is hereinafter defined).
Notwithstanding the foregoing, no Person shall become an "Acquiring Person"
as the result of an acquisition of Common Shares by the Company which, by
reducing the number of shares outstanding, increases the proportionate
number of shares beneficially owned by such Person to 15% or more of the
Common Shares of the Company then outstanding; provided, however, that if a
Person shall become the Beneficial Owner of 15% or more of the Common
Shares of the Company then outstanding by reason of share purchases by the
Company and shall, after such share purchases by the Company, become the
Beneficial Owner of any additional Common Shares of the Company, then such
Person shall be deemed to be an "Acquiring Person." Notwithstanding the
foregoing, if the Incumbent Board of Directors of the Company (as
hereinafter defined) determines in good faith that a Person who would
otherwise be an "Acquiring Person," as defined pursuant to the foregoing
provisions of this paragraph (a), has become such inadvertently, and such
Person divests as promptly as practicable a sufficient number of Common
Shares so that such Person would no longer be an Acquiring Person, as
defined
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pursuant to the foregoing provisions of this paragraph (a), then
such Person shall not be deemed to be an "Acquiring Person" for any
purposes of this Agreement.
A new Section 1(i) is hereby added to read as follows and the subsequent
sections of Section 1 shall be relettered accordingly:
(i) "Exempt Person" shall mean Kopp Investment Advisors, Inc. (and any
successor thereto, but no purchaser or assignee thereof or purchaser or
assignee of any shares of Common Shares of the Company by such Person)
("Kopp"), but only so long as Kopp does not become the Beneficial Owner of
20% or more of the Common Shares of the Company then outstanding.
Notwithstanding the foregoing, Kopp shall not cease to be an "Exempt
Person" as the result of an acquisition of Common Shares by the Company
which, by reducing the number of shares outstanding, increases the
proportionate number of shares beneficially owned by Kopp to 20% or more of
the Common Shares of the Company then outstanding; provided, however, that
if Kopp shall become the Beneficial Owner of 20% or more of the Common
Shares of the Company then outstanding by reason of share purchases by the
Company and shall, after such share purchases by the Company, become the
Beneficial Owner of any additional Common Shares of the Company, then Kopp
shall no longer be deemed to be an "Exempt Person."
Section 3(a) of the Rights Agreement is hereby amended in its entirety to
read as follows:
(a) Until the earlier of () the tenth day after the Shares Acquisition
Date or (i) the tenth business day (or such later date as may be determined
by action of the Board of Directors prior to such time as any Person
becomes an Acquiring Person) after the date of the commencement (determined
in accordance with Rule 14d-2 under the Exchange Act) by any Person (other
than (1) the Company, (2) any Subsidiary of the Company, (3) any employee
benefit plan of the Company or of any Subsidiary of the Company or any
entity holding Common Shares for or pursuant to the terms of any such plan
or (4) an Exempt Person but only if and to the extent that the consummation
thereof would not result in such Person becoming an Acquiring Person) of,
or of the first public announcement of the intention of any Person (other
than (1) the Company, (2) any Subsidiary of the Company, (3) any employee
benefit plan of the Company or of any Subsidiary of the Company or any
entity holding Common Shares for or pursuant to the terms of any such plan
or (4) an Exempt Person but only if and to the extent that the consummation
thereof would not result in such Person becoming an Acquiring Person) to
commence, a tender or exchange offer the consummation of which would result
in any Person becoming the Beneficial Owner of Common Shares aggregating
15% or more of the then outstanding Common Shares (including any such date
which is after the date of this Agreement and prior to the issuance of the
Rights, the earlier of such dates being herein referred to as the
"Distribution Date"), (x) the Rights will be evidenced by the certificates
for Common Shares registered in the names of the holders thereof (which
certificates shall also be deemed to be Right Certificates) and not by
separate Right Certificates, and (y) the Rights (and the right to receive
Right Certificates therefor) will be transferable only in connection with
the transfer of Common Shares. As soon as practicable after the
Distribution Date, the Company will prepare and execute, the Rights
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Agent will countersign, and the Company will send or cause to be sent (and
the Rights Agent will, if requested, send) by first-class, insured,
postage-prepaid mail, to each record holder of Common Shares as of the
close of business on the Distribution Date, at the address of such holder
shown on the records of the Company, a Right Certificate, in substantially
the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right
for each Common Share so held. As of the Distribution Date, the Rights will
be evidenced solely by such Right Certificates.
EFFECT OF AMENDMENT. Except as expressly amended hereby, the Rights
Agreement shall remain in full force and effect.
SEVERABILITY. If any term, provision, covenant or restriction of this
Amendment is held by a court of competent jurisdiction or other authority to be
invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Amendment shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.
GOVERNING LAW. This Amendment and each Right Certificate issued hereunder
shall be deemed to be a contract made under the laws of the State of Delaware
and for all purposes shall be governed by and construed in accordance with the
laws of such State applicable to contracts to be made and performed entirely
within such State.
COUNTERPARTS. This Amendment may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.
DESCRIPTIVE HEADINGS. Descriptive headings of the several Sections of
this Amendment are inserted for convenience only and shall not control or affect
the meaning or construction of any of the provisions hereof.
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IN WITNESS WHEREOF, parties hereto have caused this Amendment to be duly
executed and their seals attested, all as of the day and year first above
written.
RF MONOLITHICS, INC.
Attest:
By: By:
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Title: Title:
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THE FIRST NATIONAL BANK OF BOSTON
Attest:
By: By:
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Title: Title:
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EXHIBIT 2
FOR IMMEDIATE RELEASE
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RF MONOLITHICS, INC. ADOPTS
FIRST AMENDMENT TO RIGHTS PLAN
CONTACT ______________________________
RF MONOLITHICS, INC.
(214) 233-2903
DALLAS, TX, AUGUST 14, 1996 -- The Board of Directors of RF Monolithics, Inc.
("RFM") (NASDAQ: RFMI) today adopted a First Amendment to Rights Agreement under
which Kopp Investment Advisors, Inc., is exempted from the provisions in the
Preferred Share Purchase Rights Plan, previously adopted by RFM on December 20,
1994, which become exercisable upon any certain person becoming a Beneficial
Owner of 15% or more of the voting shares of the Company. The First Amendment
to Rights Agreement provides that Kopp Investment Advisors, Inc., may
beneficially own up to 20% of the voting shares of RFM without resulting in the
rights set forth in the Rights Plan becoming exercisable.
RFM, headquartered in Dallas, Texas is a leading developer, manufacturer and
supplier of a broad range of radio frequency components and modules based on
surface acoustic wave technology for the low-power wireless, high-frequency
timing and telecommunications market.
Please note: Except for the historical information contained herein, the matters
discussed in this news release are forward looking statements that involve risk
and uncertainties.
