SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (date of earliest event reported): December 6, 1996
Financial Services Acquisition Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware 0-25056 59-3262958
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation File Number) Identification No.)
Two World Trade Center, 84th Floor, New York, New York 10048
(Address of Principal Executive Offices) (Zip Code)
(212) 748-7000
Registrant's Telephone Number, Including Area Code
N/A
Former Name or Former Address, if Changed Since Last Report
Item 5. Other Events.
Adoption of Rights Plan
On December 6, 1996, the Board of Directors of Financial
Services Acquisition Corporation (the "Company") declared a dividend
distribution of one Right for each outstanding share of Common Stock to
stockholders of record at the close of business on December 16, 1996 (the
"Record 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 $0.001 per share (the "Preferred Stock"), at a
Purchase Price of $22.50, 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.
Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate Rights
Certificates will be distributed. The Rights will separate from the Common
Stock and a Distribution Date will occur upon the earlier of (i) ten days
following a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired, or obtained the
right to acquire, beneficial ownership of 15% or more of the outstanding
shares of Common Stock or, with respect to persons who beneficially own 15%
or more of the outstanding shares of Common Stock on Decem-ber 6, 1996,
such person has acquired, or obtained the right to acquire, beneficial
ownership of an additional 5% or more of the outstanding shares of Common
Stock (the "Stock Acquisition Date"), other than as a result of
repurchases of stock by the Company or grants under shareholder approved
benefit plans, or (ii) ten business days (or such later date as the Board
shall determine) following the commencement of a tender offer or exchange
offer that would result in a person or group becoming an Acquiring Person.
Until the Distribution Date, (i) the Rights will be evidenced by the Common
Stock certificates and will be transferred with and only with such Common
Stock certificates, (ii) new Common Stock certificates issued after the
Record Date will contain a notation incorporating the Rights Agreement by
reference and (iii) the surrender for transfer of any certificates for
Common Stock outstanding will also constitute the transfer of the Rights
associated with the Common Stock represented by such certificate. Pursuant
to the Rights Agreement, the Company reserves the right to require prior to
the occurrence of a Triggering Event (as defined below) that, upon any
exercise of Rights, a number of Rights be exercised so that only whole
shares of Preferred Stock will be issued.
The Rights are not exercisable until the Distribution Date
and will expire at the close of business on Decem-ber 6, 2006, unless
earlier redeemed or exchanged by the Company as described below.
As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Common Stock as of
the close of business on the Distribution Date and, thereafter, the
separate Rights Certificates alone will represent the Rights. Except as
otherwise determined by the Board, only shares of Common Stock issued prior
to the Distribution Date will be issued with Rights.
In the event that a person becomes an Acquiring Person
(except pursuant to an offer for all outstanding shares of Common Stock
that the independent directors determine to be fair to and otherwise in the
best interests of the Company and its stockholders), each holder of a Right
will thereafter have the right to receive, upon exercise, Common Stock (or,
in certain circumstances, cash, property or other securities of the
Company) having a value equal to two times the exercise price of the Right.
However, Rights are not exercisable following the occurrence of such an
event until such time as the Rights are no longer redeemable by the Company
as set forth below. Notwithstanding any of the foregoing, following the
occurrence of the event set forth in this paragraph, all Rights that are,
or (under certain circumstances specified in the Rights Agreement) were,
beneficially owned by any Acquiring Person will be null and void.
For example, at an exercise price of $22.50 per Right, each
Right not owned by an Acquiring Person (or by certain related parties)
following an event set forth in the preceding paragraph would entitle its
holder to purchase $45.00 worth of Common Stock (or other consideration
under certain circumstances, as noted above) for $22.50. Assuming that the
Common Stock had a per share value of $5.00 at such time, the holder of
each valid Right would be entitled to purchase 9 shares of Common Stock for
$22.50.
In the event that, at any time following the Stock
Acquisition Date, (i) the Company is acquired in a merger or other business
combination transaction in which the Company is not the surviving
corporation (other than a merger which follows an offer described in the
second preceding paragraph), or (ii) 50% or more of the Company's assets,
cash flow or earning power is sold or transferred, each holder of a Right
(except Rights which previously have been voided as set forth above) shall
thereafter have the right to receive, upon exercise, common stock of the
acquiring company having a value equal to two times the exercise price of
the Right. The events set forth in this paragraph and in the second
preceding paragraph are referred to as the "Triggering Events."
At any time after a person becomes an Acquiring Person and
prior to the acquisition by such person or group of 50% or more of the
outstanding Common Stock, the Board may exchange the Rights (other than
Rights owned by such person or group which have become void), in whole or
in part, at an exchange ratio of one share of Common Stock, or one
one-hundredth of a share of Preferred Stock (or of a share of a class or
series of the Company's preferred stock having equivalent rights,
preferences and privileges), per Right (subject to adjustment).
At any time until ten days following the Stock Acquisition
Date, the Company may redeem the Rights in whole, but not in part, at a
price of $.01 per Right (payable in cash, Common Stock or other
consideration deemed appropriate by the Board). Immediately upon the action
of the Board ordering redemption of the Rights, the Rights will terminate
and the only right of the holders of Rights will be to receive the $.01
redemption price. The foregoing notwithstanding, the Rights generally may
not be redeemed for 180 days following a change in a majority of the Board
as a result of a proxy contest.
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. While the
distribution of the Rights will not be taxable to stockholders or to the
Company, stockholders may, depending upon the circumstances, recognize
taxable income in the event that the Rights become exercisable for Common
Stock (or other consideration) of the Company or for common stock of the
acquiring company as set forth above.
Any of the provisions of the Rights Agreement may be amended
by the Board prior to the Distribution Date. After the Distribution Date,
the provisions of the Rights Agreement may be amended by the Board in order
to cure any ambiguity, to make changes which do not adversely affect the
interests of holders of Rights, or to shorten or lengthen any time period
under the Rights Agreement; provided, however, that no amendment may be
made at such time as the Rights are not redeemable.
The Rights Agreement, dated as of December 6, 1996, between
the Company and Continental Stock Transfer & Trust Company, as Rights
Agent, specifying the terms of the Rights and including the form of the
Certificate of Designation, Preferences and Rights setting forth the terms
of the Preferred Stock as an exhibit thereto, the press release announcing
the declaration of the Rights and a form of letter to the Company's
stockholders describing the Rights are attached hereto as exhibits and are
incorporated herein by reference. The foregoing description of the Rights
is qualified in its entirety by reference to such exhibits.
Item 7. Financial Statements and Exhibits.
4 Rights Agreement, dated as of December 6, 1996,
between Financial Services Acquisition Corporation
and Continental Stock Transfer & Trust Company,
as Rights Agent, including all exhibits thereto,
incorporated herein by reference to Exhibit 1 to
the Company's Registration Statement on Form 8-A
dated December 6, 1996.
20(a) Press Release of the Company dated December 6,
1996, incorporated herein by reference to Exhibit
2 to the Company's Registration Statement on Form
8-A dated December 6, 1996.
20(b) Form of letter to the Company's stockholders de-
scribing the Rights, incorporated herein by refer-
ence to Exhibit 3 to the Company's Registration
Statement on Form 8-A dated December 6, 1996
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 thereto duly authorized.
Financial Services Acquisition Corporation
Date: December 6, 1996 By: /s/ Roger Schwed
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Name: Roger Schwed
Title: Vice President, General
Counsel and Assistant
Secretary
EXHIBIT INDEX
Exhibit Description Page
4 Rights Agreement, dated as of December 6, 1996,
between Financial Services Acquisition Corporation and
Continental Stock Transfer & Trust Company, as Rights
Agent, including all exhibits thereto, incorporated
herein by reference to Exhibit 1 to the Company's Regis-
tration Statement on Form 8-A dated December 6, 1996.
N/A
20(a) Press Release of the Company dated December 6, 1996,
incorporated herein by reference to Exhibit 2 to the
Company's Registration Statement on Form 8-A dated
December 6, 1996. N/A
20(b) Form of letter to the Company's stockholders describing
the Rights, incorporated herein by reference to Exhibit
3 to the Company's Registration Statement on Form 8-A
dated December 6, 1996. N/A
