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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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) OCTOBER 1, 1998
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MANSUR INDUSTRIES INC.
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(Exact name of registrant as specified in its charter)
FLORIDA
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(State or other jurisdiction of incorporation)
0-21325 65-0226813
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(Commission File Number) (IRS Employer Identification No.)
8305 N.W. 27TH STREET, SUITE 107
MIAMI, FLORIDA 33132
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(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code (305) 593-8015
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N/A
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On October 5, 1998, Mansur Industries Inc. (the "Registrant") issued a
press release announcing the decision of its Board of Directors to adopt a
Common Stock Purchase Rights Agreement.
Reference is made to the press release filed as Exhibit 99.1 hereto.
The information set forth in Exhibit 99.1 is hereby incorporated by reference
herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
EXHIBIT
NUMBER DESCRIPTION
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4.1 1998 Common Stock Purchase Rights Agreement, dated as of
October 1, 1998, between the Registrant and Continental
Stock Transfer & Trust Company.(1)
99.1 Press release, dated October 5, 1998, announcing the
Registrant's adoption of the 1998 Common Stock Purchase
Rights Agreement.(2)
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(1) Incorporated by reference to the exhibit of the same number filed as
part of the Registrant's Registration Statement on Form 8-A, filed on
October 6, 1998.
(2) Filed herewith.
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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.
MANSUR INDUSTRIES INC.
Dated: October 6, 1998 By: /s/ Paul I. Mansur
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Paul I. Mansur
Chief Executive Officer
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION PAGE
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<S> <C> <C> <C>
99.1 Press release, dated October 5, 1998, announcing the
Registrant's adoption of the 1998 Common Stock Purchase
Rights Plan
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
October 5, 1998
MANSUR INDUSTRIES INC. ADOPTS COMMON STOCK PURCHASE RIGHTS PLAN
MIAMI, Florida, October 5, 1998 - Mansur Industries Inc. (NASDAQ:MANS)
announced today that its Board of Directors adopted a Common Stock Purchase
Rights Plan (the "Rights Plan") and declared a dividend distribution of one
Common Stock Purchase Right on each outstanding share of the Company's common
stock, par value $.001 per share (the "Common Stock").
The Company stated that the Rights Plan is similar to those adopted by
many other public companies. The Rights are designed to ensure that all
shareholders of Mansur Industries, Inc. (the "Company") receive fair and equal
treatment in the event of any proposed takeover of the Company and to guard
against partial tender offers, squeeze-outs, open market accumulations and other
coercive or unfair tactics to gain control of the Company which might provide
inadequate value to shareholders. The Rights Plan is a precaution taken to
protect the rights of the Company's shareholders.
The Rights are intended to enable the Company's shareholders to realize
the long-term value of their investment in the Company. They will not prevent a
takeover, but should encourage anyone seeking to acquire the Company to
negotiate with the Board prior to attempting a takeover. Paul I. Mansur, the
Company's Chief Executive Officer, stated "The Rights Plan is designed to
enhance the Board's ability to protect shareholder interests and to ensure that
shareholders receive fair treatment in the event any coercive takeover attempt
of Mansur Industries is made in the future. The Rights Plan is intended to
provide the Board with sufficient time to consider any and all alternatives to
such an action."
Each Right has an initial exercise price of $75.23 for one share of the
Company's Common Stock. The Rights will be exercisable only if a person or group
acquires 15% or more of the Company's Common Stock (or 10% of such stock under
certain circumstances) or announces a tender offer the consummation of which
would result in ownership by a person or group of 15% or more of the Common
Stock (or 10% of such stock under certain circumstances). Upon such occurrence,
each Right (other than Rights owned by such person or group) will entitle the
holder to purchase from the Company the number of shares of the Company's Common
Stock having a market value equal to twice the exercise price of the Right.
If the Company is acquired in a merger or other business combination
transaction, or sells more than 50% of its assets or earning power, after a
person or group has acquired 15% or more of the Company's outstanding Common
Stock (or 10% of such stock under certain circumstances), each Right (other than
Rights owned by such person or group) will entitle its holder to purchase, at
the Right's then-current exercise price, a number of the acquiring company's
common shares having a market value of twice such price.
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Following the acquisition by a person or group of 15% or more of the
Company's Common Stock (or 10% of such stock under certain circumstances) and
prior to an acquisition of 50% or more of the Common Stock, the Board of
Directors may exchange the Rights (other than Rights owned by such person or
group) at an exchange ratio of one share of Common Stock per Right.
Prior to the acquisition by a person or group of beneficial ownership
of 15% or more of the Company's Common Stock (or 10% of such stock under certain
circumstances), the Rights are redeemable for $.001 per Right at the option of
the Board of Directors.
The dividend distribution will be made on or about October 8, 1998,
payable to shareholders of record on that date. The Rights will expire on
September 30, 2008. The adoption of the Rights Plan and the distribution of the
Rights is not dilutive, does not affect reported earnings per share, and is not
taxable to shareholders.
CONTACT: Mansur Industries Inc.
Paul I. Mansur, Chief Executive Officer, 305/593-8015
