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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Cutter & Buck Inc.
(Exact name of registrant as specified in its charter)
Washington 91-1474587
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(State of Incorporation) (I.R.S. Employer
Identification No.)
2701 First Avenue, Suite 500, Seattle, Washington 98121
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(Address of principal executive offices) (Zip Code)
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 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:
Not applicable.
Securities to be registered pursuant to Section 12(g) of the Act:
Class A Junior Preferred Stock
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(Title of Class)
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Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
On November 20, 1998, the Board of Directors of Cutter & Buck Inc., a
Washington corporation (the "Company"), declared a dividend of one Preferred
Stock Purchase Right (individually, a "Right" and, collectively, the
"Rights") for each outstanding share of the Company's Common Stock, no par
value per share (the "Common Stock"). The dividend is payable as of December
7, 1998, to shareholders of record on that date. Each Right entitles the
registered holder to purchase from the Company one one-hundredth (1/100) of a
share of a new series of preferred shares of the Company, designated as Class
A Junior Preferred Stock (the "Class A Preferred Stock"), at a price of $125
per one one-hundredth (1/100) of a share (the "Exercise Price"), subject to
certain adjustments. The description and terms of the Rights are set forth
in a Rights Agreement, dated as of November 20, 1998 (as the same may be
amended from time to time, the "Rights Agreement") between the Company and
ChaseMellon Shareholder Services, L.L.C., as rights agent (the "Rights
Agent").
Initially the Rights will not be exercisable, certificates will not be
sent to shareholders, and the Rights will automatically trade with the Common
Stock.
The Rights, unless earlier redeemed by the Board of Directors, become
exercisable upon the close of business on the day (the "Distribution Date")
which is the earlier of (i) the tenth day following a public announcement
that a person or group of affiliated or associated persons, with certain
exceptions set forth below, has acquired beneficial ownership of 20% or more
of the outstanding voting stock of the Company (an "Acquiring Person") and
(ii) the tenth business day (or such later date as may be determined by the
Board of Directors prior to such time as any person or group of affiliated or
associated persons becomes an Acquiring Person) after the date of the
commencement or announcement of a person's or group's intention to commence a
tender or exchange offer the consummation of which would result in the
ownership of 20% or more of the Company's outstanding voting stock (even if
no shares are actually purchased pursuant to such offer). Prior to such
date, the Rights would not be exercisable, would not be represented by a
separate certificate, and would not be transferable apart from the Company's
Common Stock, but will instead be evidenced, with respect to any of the
Common Stock certificates outstanding as of December 7, 1998, by such Common
Stock certificate. An Acquiring Person does not include (A) the Company, (B)
any subsidiary of the Company, (C) any employee benefit plan or employee
stock plan of the Company or of any subsidiary of the Company, or any trust
or other entity organized, appointed, established or holding Common Stock for
or pursuant to the terms of any such plan, or (D) any person or group whose
ownership of 20% or more of the shares of voting stock of the Company then
outstanding results solely from (i) any action or transaction or transactions
approved by the Board of Directors before such person or group became an
Acquiring Person, or (ii) a reduction in the number of issued and outstanding
shares of voting stock of the Company pursuant to a transaction or
transactions approved by the Board of Directors (provided that any person or
group that does not become an Acquiring Person by reason of clause (it or
(ii) above shall become an Acquiring Person upon acquisition of an additional
1% or more of the Company's voting stock unless such acquisition of
additional voting stock will not result in such person or group becoming an
Acquiring Person by reason of such clause (i) or (ii)).
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Until the Distribution Date (or earlier redemption or expiration of the
Rights), new Common Stock certificates issued after December 7, 1998 will
contain a legend incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the Rights), the
surrender for transfer of any of the Company's Common Stock certificates
outstanding as of December 7, 1998, with or without a copy of the Summary of
Rights attached, will also constitute the transfer of the Rights associated
with the Common Stock represented by such certificate. As soon as
practicable following the Distribution Date, separate certificates evidencing
the Rights (the "Right Certificates") will be mailed to holders of record of
the Company's Common Stock as of the close of business on the Distribution
Date and such separate certificates alone will evidence the Rights from and
after the Distribution Date.
The Rights are not exercisable until the Distribution Date. The Rights
will expire at the close of business on December 7, 2008, unless earlier
redeemed by the Company as described below.
The Class A Preferred Stock is non-redeemable and, unless otherwise
provided in connection with the creation of a subsequent series of preferred
stock, subordinate to any other series of the Company's preferred stock. The
Class A Preferred Stock may not be issued except upon exercise of Rights.
Each share of Class A Preferred Stock will be entitled to receive when, as
and if declared, a quarterly dividend in an amount equal to the greater of
$1.00 per share and ion times the cash dividends declared on the Company's
Common Stock. In addition, the Class A Preferred Stock is entitled to 100
times any non-cash dividends (other than dividends payable in equity
securities or certain rights or warrants) declared on the Common Stock, in
like kind. In the event of liquidation, the holders of Class A Preferred
Stock will be entitled to receive for each share of Class A Preferred Stock,
a liquidation payment in an amount equal to the greater of $125 per one
one-hundredth (1/100) of a share or 100 times the payment made per share of
Common Stock. Each share of Class A Preferred Stock will have 100 votes,
voting together with the Common Stock. In the event of any merger,
consolidation or other transaction in which the Common Stock is exchanged,
each share of Class A Preferred Stock will be entitled to receive 100 times
the amount received per share of Common Stock. The rights of Class A
Preferred Stock as to dividends, liquidation and voting are protected by
anti-dilution provisions.
The number of shares of Class A Preferred Stock issuable upon exercise
of the Rights is subject to certain adjustments from time to time in the
event of a stock dividend on, or a subdivision or combination of, the Common
Stock. The Exercise Price for the Rights is subject to adjustment in the
event of extraordinary distributions of cash or other property to holders of
Common Stock.
Unless the Rights are earlier redeemed or the transaction is approved by
the Board of Directors and the Continuing Directors (as defined in the Rights
Agreement), in the event that, after the time that the Rights become
exercisable, the Company were to be acquired in a merger or other business
combination (in which any shares of Common Stock are changed into or
exchanged for other securities or assets) or more than 50% of the assets or
earning power of the Company and its subsidiaries (taken as a whole) were to
be sold or transferred in one or a series of related transactions, the Rights
Agreement provides that proper provision will be made so that each holder of
record of a Right will from and after such date have the right to receive,
upon
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payment of the Exercise Price, that number of shares of common stock of
the acquiring company having a market value at the time of such transaction
equal to two times the Exercise Price. In addition, unless the Rights are
earlier redeemed, if a person or group (with certain exceptions) becomes the
beneficial owner of 20% or more of the Company's voting stock (other than
pursuant to a tender or exchange offer for all outstanding shares of Common
Stock that is approved by the Board of Directors, after taking into account
the long-term value of the Company and all other factors they consider
relevant in the circumstances (a "Qualifying Tender Offer")), the Rights
Agreement provides that proper provision will be made so that each holder of
record of a Right, other than the Acquiring Person (whose Rights will
thereupon become null and void), will thereafter have the right to receive,
upon payment of the Exercise Price, that number of shares of the Class A
Preferred Stock having a market value at the time of the transaction equal to
two times the Exercise Price (such market value to be determined with
reference to the market value of the Common Stock as provided in the Rights
Agreement).
Fractions of shares of Class A Preferred Stock (other than fractions
that are integral multiples of one one-hundredth (1/100) of a share) may, at
the election of the Company, be evidenced by depositary receipts. The
Company may also issue cash in lieu of fractional shares which are not
integral multiples of one-one-hundredth (1/100) of a share.
At any time on or prior to the close of business on the earlier of the
tenth day after the time that a person has become an Acquiring Person (or
such later date as a majority of the Board of Directors and a majority of the
Continuing Directors may determine) or December 7, 2008, the Company may
redeem the Rights in whole, but not in part, at a price of $0.01 per Right,
subject to adjustment (the "Redemption Price"). The Rights may be redeemed
during the initial 180 day period after the time that any Person has become
an Acquiring Person only if approved by a majority of the Continuing
Directors. Immediately upon the effective time of the action of the Board of
Directors of the Company authorizing redemption of the Rights, the right to
exercise the Rights will terminate and the only right of the holders of the
Rights will be to receive the Redemption Price.
For as long as the Rights are then redeemable, the Company may, except
with respect to the Redemption Price or date of expiration of the Rights,
amend the Rights in any manner, including an amendment to extend the time
period in which the Rights may be redeemed. At any time when the Rights are
not then redeemable, the Company may amend the Rights in any manner that does
not materially adversely affect the interests of holders of the Rights as
such. Amendments to the Rights Agreement from and after the time that any
Person becomes an Acquiring Person requires the approval of a majority of the
Continuing Directors (as provided in the Rights Agreement).
Until a Right is exercised, the holder, as such, will have no rights as
a shareholder of the Company, including, without limitation, the right to
vote or to receive dividends.
As of November 20, 1998 there were 5,521,613 shares of Common Stock
issued and outstanding (and 128,149 shares of Common Stock reserved for
issuance under the Company's existing stock option plans). 56,498 shares of
Class A Preferred Stock have been reserved for issuance upon exercise of the
Rights.
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The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group who attempts to acquire the Company
on terms not approved by the Company's Board of Directors. The Rights should
not interfere with any merger or other business combination approved by the
Board since they may be redeemed by the Company at $0.01 per Right at any
time until the close of business on the tenth day (or such later date as
described above) after a person or group has obtained beneficial ownership of
20% or more of the voting stock.
The form of Rights Agreement between the Company and ChaseMellon
Shareholder Services, L.L.C. as rights agent, specifying the terms of the
Rights, which includes as Exhibit A the form of Summary of Rights to Purchase
Class A Preferred Stock, as Exhibit B the form of Right Certificate and as
Exhibit C the form of Certificate of Designations of the Company setting
forth the terms of the Class A Preferred Stock are attached as exhibits to the
Company's Current Report on Form 8-K filed on November 25, 1998 and incorporated
herein by reference. The foregoing description of the Rights is qualified by
reference to such exhibits.
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Item 2. Exhibits
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1. Rights Agreement, dated as of November 20, 1998 between Cutter &
Buck Inc. and ChaseMellon Shareholder Services, L.L.C. as Rights
Agent. The Rights Agreement includes as Exhibit B the form of
Right Certificate and as Exhibit C the form of Certificate of
Designations. Incorporated by reference to Exhibit 1 to
Registrant's Current Report on Form 8-K filed on November 25, 1998.
2. Press Release dated November 23, 1998. Incorporated by reference
to Exhibit 2 to Registrant's Current Report on Form 8-K filed on
November 25, 1998.
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SIGNATURES
Pursuant to the requirements of the 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 hereunto duly
authorized.
CUTTER & BUCK INC.
By: /s/ Martin J. Marks
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Name Martin J. Marks
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Title President
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Dated: November 27, 1998
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EXHIBIT INDEX
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Exhibit No. Description
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1. Rights Agreement, dated as of November 20, 1998 between Cutter &
Buck Inc. and ChaseMellon Shareholder Services, L.L.C., as Rights
Agent. The Rights Agreement includes as Exhibit B the form of
Right Certificate and as Exhibit C the form of Certificate of
Designations. Incorporated by reference to Exhibit 1 to
Registrant's Current Report on Form 8-K filed on November 25,
1998.
2. Press Release, dated November 23, 1998. Incorporated by
reference to Exhibit 2 to Registrant's Current Report on Form 8-K
filed on November 25, 1998.
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