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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A/A
(AMENDMENT NO. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
RAINFOREST CAFE, INC.
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(Exact name of registrant as specified in its charter)
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Minnesota 41-1779527
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
720 SOUTH FIFTH STREET,
HOPKINS, MINNESOTA 55343
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(Address of principal executive offices) (Zip Code)
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If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section 12(b) securities pursuant to Section 12(g)
of the Exchange Act and is effective of the Exchange Act and is effective
upon filing pursuant to General pursuant to General Instruction
Instruction A.(c) please check the A.(d)(2) please check the following
following box. [ ] box. [X]
Securities Act registration statement file number to which this form relates:
Not Applicable
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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None.
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 May 9, 2000, the Board of Directors of Rainforest Cafe, Inc. (the
"COMPANY"), declared a dividend of one preferred share purchase right (a
"RIGHT") per share for each outstanding share of Common Stock, par value $.01
(the "COMMON SHARES"), of the Company. The dividend is payable on May 24, 2000
(the "RECORD DATE") to shareholders of record as of 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 Preferred
Stock, par value $.01 (the "PREFERRED SHARES"), of the Company at a price of $15
per 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 "INITIAL RIGHTS AGREEMENT"), dated as of May 23, 2000, between
the Company and Norwest Bank Minnesota, National Association, as Rights Agent
(the "RIGHTS AGENT"), as amended by Amendment No. 1 to Rights Agreement (the
"AMENDED RIGHTS AGREEMENT"), dated as of September 26, 2000. The Initial Rights
Agreement, as amended by the Amended Rights Agreement, is referred to herein as
the "RIGHTS AGREEMENT".
Pursuant to the Amended Rights Agreement, the Company amended the
Initial Rights Agreement in order to (i) amend the definition of "Exempt Person"
to prevent Landry's Seafood Restaurants, Inc. ("Landry's") from becoming an
"Acquiring Person" as a result of the execution, delivery or performance under
the Agreement and Plan of Merger dated as of September 26, 2000, by and among
the Company, Landry's and a wholly-owned subsidiary of Landry's (the "MERGER
AGREEMENT"), and the other transactions contemplated thereby, and (ii) provide
for the termination and expiration of the Rights immediately prior to the
consummation of the tender offer transaction contemplated by the Merger
Agreement.
Initially, the Rights will be evidenced by the certificates
representing Common Shares then outstanding and no separate Right Certificates
will be distributed. The Rights will separate from the Common Shares, and a
Distribution Date for the Rights will occur upon the earlier of: (i) the close
of business on the tenth business day following the first date of public
announcement that a Person or group of affiliated or associated Persons has
become an "ACQUIRING PERSON" (i.e., has become, subject to certain exceptions,
the beneficial owner of 10% or more of the outstanding Common Shares) (except
pursuant to a Permitted Offer, as hereinafter defined) and (ii) the tenth
business day following the commencement or public announcement of a tender offer
or exchange offer, the consummation of which would result in a Person or group
of affiliated or associated Persons becoming, subject to certain exceptions, the
beneficial owner of 10% or more of the outstanding Common Shares (or such later
date as may be determined by the Board of Directors of the Company prior to a
Person or group of affiliated or associated Persons becoming an Acquiring
Person) (the earlier of such dates being called the "DISTRIBUTION DATE"). The
ownership percentage threshold applicable to a Person or group who held 10% or
more of the Common Shares on May 9, 2000 is 15%.
Until the Distribution Date, (i) the Rights will be evidenced by the
Common Share certificates and will be transferred with and only with the Common
Shares, (ii) new Common Share certificates issued after the Record Date upon
transfer or new issuance of the Common Shares will contain a notation
incorporating the Rights Agreement by reference, and (iii) the surrender for
transfer of any Common Share certificate, even without such notation or a copy
of this Summary of Rights attached thereto, will also constitute the transfer of
the Rights associated with the Common Shares represented by such certificate.
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As promptly 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 May 23, 2010, unless extended or earlier redeemed or exchanged by
the Company as described below.
The Purchase Price payable and the number of Preferred Shares or other
securities or property issuable upon exercise of the Rights 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, options or warrants to subscribe for or purchase Preferred Shares or
convertible securities at 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 or dividends payable in Preferred Shares) or of subscription rights or
warrants (other than those described in clause (ii) of this paragraph). With
certain exceptions, no adjustment in the Purchase Price will be required until
cumulative adjustments require an adjustment of at least 1% in the Purchase
Price.
No fraction of a Preferred Share (other than fractions in integral
multiples of one one-hundredth of a share) will be issued and, in lieu thereof,
an adjustment in cash will be made based on the closing price on the last
trading date prior to the date of exercise.
The number of outstanding Rights and the number of one one-hundredth 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 $.01 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 $.01 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 subject to
adjustment in the event of a stock dividend on the Common Shares or a
subdivision, combination or consolidation of the Common Shares.
In the event that a person or group becomes an Acquiring Person (except
pursuant to a Permitted Offer (as defined below)), each holder of a Right, other
than the Acquiring Person or the affiliates, associates or transferees thereof
(whose Rights will thereafter be void), will thereafter have the right to
receive upon exercise thereof at the then current exercise price of the Right
that number of Common Shares having a market value of two times the exercise
price of the Right, subject to certain possible adjustments.
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In the event that the Company is acquired in certain mergers or other
business combination transactions or 50% or more of the assets or earning power
of the Company and its subsidiaries (taken as a whole) are sold after a person
or group becomes an Acquiring Person (except pursuant to a Permitted Offer),
holders of the Rights will thereafter have the Right to receive, upon exercise
thereof at the then current exercise price of the Right, that number of Common
Shares of the acquiring company (or, in certain cases, one of its Affiliates)
having a market value of two times the exercise price of the Right.
A "PERMITTED OFFER" is a tender offer or an exchange offer for all
outstanding Common Shares of the Company at a price and on terms determined by a
majority of the Board of Directors then in office, after receiving advice from
one or more investment banking firms, to be (a) fair to shareholders (taking
into account all factors which the Board of Directors deems relevant) and (b)
otherwise in the best interests of the Company and its shareholders, employees,
customers, suppliers and creditors and the communities in which the Company does
business, and which the Board of Directors determines to recommend to the
shareholders of the Company.
At any time after a Person becomes an Acquiring Person (subject to
certain exceptions), and prior to the acquisition by a Person of 50% or more of
the outstanding Common Shares, the Board of Directors may exchange all or part
of the Rights for Common Shares at an exchange ratio per Right equal to the
result obtained by dividing the exercise price of a Right by the current per
share market price of the Common Shares, subject to adjustment.
At any time before a Person has become an Acquiring Person, the Board
of Directors may redeem the Rights in whole, but not in part, at a price of $.01
per Right (the "REDEMPTION PRICE"), subject to adjustment. The redemption of the
Rights may be made effective at such time, on such basis and with such
conditions as the Board of Directors may, in its sole discretion, establish.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including without limitation, the right
to vote or to receive dividends.
The form of the Amended Rights Agreement between the Company and the
Rights Agent is filed as Exhibit 4.1 to this Form 8-A/A. The form of the Initial
Rights Agreement is filed as Exhibit 4.1 to the Form 8-A filed with the
Securities and Exchange Commission on May 25, 2000. A copy of the Rights
Agreement is available free of charge from the Company. This summary description
of the Rights does not purport to be complete and is qualified in its entirety
by reference to the Rights Agreement.
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ITEM 2. EXHIBITS
4.1 Amendment No. 1 to Rights Agreement, dated as of September 26, 2000
between the Company and Wells Fargo Bank Minnesota, National
Association, as Rights Agent.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement
amendment on Form 8-A to be signed on its behalf by the undersigned, thereto
duly authorized.
RAINFOREST CAFE, INC.
By: /s/ Stephen Cohen
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Its: General Counsel and Senior Vice President,
Real Estate
Dated: September 26, 2000
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EXHIBIT INDEX
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PAGE
EXHIBIT DESCRIPTION OF EXHIBIT NUMBER
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4.1 Amendment No. 1 to Rights Agreement, dated as of September 26, 2000, between 7
Rainforest Cafe, Inc. and Wells Fargo Bank Minnesota, National Association,
as Rights Agent
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