As filed with the Securities and Exchange Commission on January 17, 2001
Registration No:
================================================================================
FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AIRNET COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 59-3218138
(State of incorporation or organization) (IRS Employer Identification No.)
100 RIALTO PLACE, SUITE 300, MELBOURNE, FL 32901
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
None.
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box X
Securities Act registration statement file number to which this form relates:
Securities to be registered pursuant to Section 12(g) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------- ------------------------------
Preferred Share Purchase Right NASDAQ NATIONAL MARKET
================================================================================
<PAGE>
Item 1. Description of Registrant's Securities to be Registered
On January 9, 2001, the Board of Directors of AirNet Communications
Corporation (the "Company") adopted a Shareholder Rights Plan (the "Rights
Plan"). The purpose of the Rights Plan is to deter, and protect the Company's
shareholders from, certain coercive and otherwise unfair takeover tactics and
enable the Board of Directors to represent effectively the interests of
shareholders in the event of a takeover attempt. The Rights Plan does not deter
negotiated mergers or business combinations that the Board of Directors
determines to be in the best interests of the Company and its shareholders. In
connection with the adoption of the Rights Plan, the Company entered into a
Rights Agreement with Continental Stock Transfer & Trust Company dated as of
January 9, 2001, a copy of which is incorporated herein by reference.
To implement the Rights Plan the Board of Directors declared a dividend of
one preferred share purchase right (a "Right") for each share of common stock
(the "Common Shares") of the Company outstanding at the close of business on
January 9, 2001 (the "Record Date") or issued by the Company on or after such
date and prior to the earlier of the Distribution Date, the Redemption Date or
the Final Expiration Date (as such terms are defined in the Rights Agreement).
The dividend was payable on January 9, 2001 to shareholders of record on the
Record Date. Each Right entitles the registered holder to purchase from the
Company one one-thousandth of a share of Series A Junior Participating Preferred
Stock of the Company, par value $0.01 per share (the "Preferred Shares"), at a
price of $80.00 per one one-thousandth of a Preferred Share, subject to
adjustment. The description and terms of the Rights are set forth in the Rights
Agreement.
Initially and until the Rights become exercisable (the "Distribution
Date"), the Rights are attached to all Common Shares and no separate Rights
certificates will be issued. During this initial period,
o the Rights are not exercisable;
o the Rights are transferred with the Common Shares and are not
transferable separately from the Common Shares;
o new Common Shares certificates or book entry shares issued will
contain a notation incorporating the Rights Agreement by
reference; and
o the transfer of any Common Shares will also constitute the
transfer of the Rights associated with those Common Shares.
The Distribution Date is the earlier to occur of the following two events.
o 10 days after the public announcement that a person or group has
become the beneficial owner of 15% or more of the Company's
outstanding Common Shares (an "Acquiring Person"), or,
o 10 business days (or a later date determined by the Board of
Directors before any person or group becomes an Acquiring Person)
after a person or group begins a tender or exchange offer which,
if completed, would result in that person or group becoming an
Acquiring Person.
Acquisitions by the following persons will not result in the person
becoming an Acquiring Person: The Company, any subsidiary or employee benefit
plan of the Company, shareholders owning 15% or more of the Common Shares as of
the Record Date or becoming an Acquiring Person as a result of an acquisition
which has been approved by the Board of Directors (until such time as any such
shareholder acquires an additional 1% of the Common Shares without the approval
of the Board of Directors) or any person acquiring all of the Common Shares in a
transaction approved in advance by the Board of Directors.
Separate certificates evidencing the Rights will be mailed to shareholders
of record on the Distribution Date. After the Distribution Date, the Rights will
be tradable separately from the Common Shares. After the Distribution Date and
after the Company's right to redeem (as described below) has expired, the Rights
will be exercisable in two different ways depending on the circumstances as set
forth below.
If a person or group becomes an Acquiring Person, all holders of Rights
except the Acquiring Person may, for $80, purchase Common Shares with a market
value of $160, based on the market price of the Common Shares prior to such
acquisition.
If the Company is later acquired in a merger or similar transaction after
the Distribution Date, all holders of Rights except the Acquiring Person may,
for $80, purchase shares of the surviving corporation with a market value of
$160 based on the market price of the surviving corporation's stock, prior to
such merger.
Each one 1/1000 of a Preferred Share, if issued:
o will entitle holders to quarterly dividend payments in an amount
per share equal to the dividends declared on one Common Share
since the last quarterly dividend payment date.
o will entitle holders upon liquidation to receive all accrued and
unpaid dividends, plus an amount equal to the greater of (i)
$80,000 per share or (ii) an amount equal to 1000 times the
amount distributed per share to holders of Common Shares.
o will have the same voting power as one Common Share.
o if Common Shares are exchanged via merger, consolidation, share
exchange or a similar transaction, will entitle holders to a per
share payment equal to the payment made on one Common Share.
The Rights will expire on January 9, 2011.
The Board of Directors may redeem the Rights for $.01 per Right at any time
before any person or group becomes an Acquiring Person. If the Board of
Directors redeems any Rights, it must redeem all of the Rights. Once the Rights
are redeemed, the only right of the holders of a Right will be to receive the
redemption price of $.01 per Right. The redemption price will be adjusted in the
event of a stock split or stock dividend of the Common Shares.
After a person or group becomes an Acquiring Person, but before an
Acquiring Person owns 60% or more of the Common Shares, the Board of Directors
may extinguish the Rights by exchanging one Common Share for each Right, other
than Rights held by the Acquiring Person.
The Board of Directors is required to proportionately adjust the Purchase
Price and the number of shares issuable upon exercise of a Right to prevent
dilution that may occur from a stock dividend, a stock split or a
reclassification of the Preferred Shares or Common Shares. Adjustments to the
Purchase Price of less than 1% are not required to be made.
The terms of the Rights Agreement may be amended by the Board of Directors
without the consent of the holders of the Rights. However, after a person or
group becomes an Acquiring Person, the Board of Directors may not amend the
Rights Agreement in a way that adversely affects holders of the Rights.
Because of the nature of the Preferred Shares' dividend, liquidation and
voting rights, the value of the one one-thousandth interest in a Preferred Share
that may be purchased upon exercise of each Right should be approximate the
value of one Common Share.
Item 2. Exhibits
***3.1 Seventh Amended and Restated Certificate of Incorporation of AirNet
Communications Corporation.
*3.2 Second Amended and Restated By-Laws of AirNet Communications
Corporation.
**3.3 Amendment to Second Amended and Restated By-laws.
*4.1 Specimen Certificate evidencing shares of Common Stock.
*4.2 Second Amended and Restated Shareholders' and Registration Rights
Agreement dated as of April 16, 1997.
*4.3 First Amendment to Second Amended and Restated Shareholders' and
Registration Rights Agreement dated as of September 20, 1999.
*4.4 Second Amended and Restated Agreement Among Series E, Series F and
Series G Preferred Stockholders and Senior Registration Rights
Agreement dated as of September 7, 1999.
*4.5 First Amendment to Second Amended and Restated Agreement Among Series
E, Series F and Series G Preferred Stockholders and Senior
Registration Rights Agreement dated as of September 20, 1999.
4.6 AirNet Communications Corporation and Continental Stock Transfer &
Trust Company Rights Agreement dated January 9, 2001.
****4.7 Rights Agreement dated January 9, 2001 between Airnet Communications
Corporation and Continental Stock Transfer & Trust Company.
* Incorporated herein by reference to the exhibits of the same number in
the Company's Registration Statement on Form S-1 (File No. 333-87693).
** Incorporated herein by reference to the exhibit of the same number in
the Company's Annual Report on Form 10-K filed March 29, 2000.
**** Incorporated herein by reference to the Company's Quarterly Report on
Form 10-Q filed August 14, 2000
**** Incorporated herein by reference to Exhibit 4.1 of the Company's
Current Report on Form 8-K filed January 17, 2001.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
January 17, 2001
AIRNET COMMUNICATIONS CORPORATION
Registrant
By:/s/_____________________________________
R. Lee Hamilton, Jr.
President & Chief Executive Officer
