SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
EGAMES, INC.
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(Exact name of registrant as specified in its charter)
PENNSYLVANIA 23-2694937
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(State of incorporation or organization) (IRS Employer Identification No.)
2000 Cabot Boulevard, Suite 110, Langhorne, PA 19047-1833
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(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the and is to become effective pursuant
Exchange Act and is effective upon to Section 12(g) of the Exchante Act
filing pursuant to General Instruction pursuant to General Instruction A(d)
A(c) please check the following box.[ ] please check the following box. [X ]
Securities to be registered pursuant to Section 12(b) of the Act: None
Title of each class Name of each exchange on which each class is
to be so registered to be registered
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None None
Securities to be registered pursuant to Section 12(g) of the Act:
Rights to Purchase Series A Preferred Stock
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(Title of Class)
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ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
On June 1, 1999, the Board of Directors of eGames, Inc. (the "Company") declared
a dividend of one preferred stock purchase right (a 'Right') for each
outstanding share of common stock, without par value (the "Common Stock") of the
Company, payable to holders of record as of the close of business on June 21,
1999 (the "Record Date").
Prior to the Distribution Date (as defined below), the Rights will be evidenced
by the certificates for and will be transferred with the Common Stock, and the
registered holders of the Common Stock will be deemed to be the registered
holders of the Rights. After the Distribution Date, the Rights Agent will mail
separate certificates evidencing the Rights to each record holder of the Common
Stock as of the close of business on the Distribution Date, and thereafter the
Rights will be transferable separately from the Common Stock. The "Distribution
Date" means the earlier of (i) the 10th day (or such later day as may be
designated by a majority of the Continuing Directors (as hereinafter defined))
after the date (the "Stock Acquisition Date") of the first public announcement
that a person (other than the Company or any of its subsidiaries or any employee
benefit plan of the Company or any such subsidiary or certain holders of voting
stock of the Company at the time of the dividend declaration) has acquired
beneficial ownership of 15% or more of the outstanding shares of voting stock of
the Company (an "Acquiring Person") and (ii) the 10th business day (or such
later day as may be designated by a majority of the Continuing Directors) after
the date of the commencement of a tender or exchange offer by any person which
would, if consummated, result in such person becoming an Acquiring Person.
Prior to the Distribution Date, the Rights will not be exercisable. After the
Distribution Date, each Right will be exercisable to purchase, for $35 (the
'Purchase Price'), one one-hundredth of a share of Series A Preferred Stock,
without par value (the "Series A Preferred Stock").
If any person becomes an Acquiring Person, each Right (other than Rights
beneficially owned by the Acquiring Person and certain affiliated persons) will
entitle the holder to purchase, for the Purchase Price, a number of shares of
Common Stock having a market value equal to two times the Purchase Price. If,
after any person has become an Acquiring Person, (1) the Company is involved in
a merger or other business combination in which the Company is not the surviving
corporation or its Common Stock is exchanged for other securities or assets or
(2) the Company and/or one or more of its subsidiaries sells or otherwise
transfers assets or earning power aggregating more than 50% of the assets or
earning power of the Company and its subsidiaries, taken as a whole, then each
Right will entitle the holder to purchase, for the Purchase Price, a number of
shares of common stock of the other party to such business combination or sale
(or in certain circumstances, an affiliate) having a market value equal to two
times the Purchase Price.
At any time after any person has become an Acquiring Person (but before any
person becomes the beneficial owner of 50% or more of the outstanding shares of
Common Stock), a majority of the Continuing Directors may exchange all or part
of the Rights (other than Rights beneficially owned by an Acquiring Person and
certain affiliated persons) for shares of Common Stock at an exchange ratio of
one share of Common Stock per Right.
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The Board of Directors may redeem all of the Rights at a price of $.01 per Right
at any time prior to the close of business on the 10th day after the Stock
Acquisition Date (or such later date as may be designated by a majority of the
Continuing Directors). For a period of 18 months following a change in a
majority of the Company's Board of Directors resulting from a proxy or consent
solicitation or other takeover bid, only a majority of the Continuing Directors
can amend the Rights Agreement (as hereinafter defined) or redeem the Rights
outstanding under the Rights Agreement. After any person has become an Acquiring
Person, the Rights may be redeemed only with the approval of a majority of the
Continuing Directors.
"Continuing Director" means any member of the Board of Directors who was a
member of the Board prior to the adoption of the Rights Agreement and any person
who is subsequently elected to the Board if such person is recommended or
approved by a majority of the Continuing Directors. Continuing Directors do not
include an Acquiring Person, an affiliate or associate of an Acquiring Person or
any representative or nominee of the foregoing.
The Rights will expire on June 1, 2009, unless earlier exchanged or redeemed.
Prior to the Distribution Date, the Rights Agreement may be amended in any
respect. After the Distribution Date, the Rights Agreement may be amended in any
respect that does not adversely affect Rights holders (other than any Acquiring
Person and certain affiliated persons). After any person has become an Acquiring
Person, the Rights Agreement may be amended only with the approval of a majority
of the Continuing Directors.
Rights holders have no rights as shareholders of the Company, including the
right to vote and to receive dividends.
The Rights Agreement includes antidilution provisions designed to prevent
efforts to diminish the effectiveness of the Rights.
Each outstanding share of Common Stock on the Record Date will receive one
Right. Shares of Common Stock issued after the Record Date and prior to the
Distribution Date will be issued with a Right attached so that all shares of
Common Stock outstanding prior to the Distribution Date will have Rights
attached. The Company has reserved 98,184 shares of Series A Preferred Stock for
issuance upon exercise of the Rights.
The Rights have certain anti-takeover effects. The Rights may cause substantial
dilution to a person that attempts to acquire the Company without a condition to
such an offer that a substantial number of the Rights be acquired or that the
Rights be redeemed or declared invalid. The Rights should not interfere with any
merger or other business combination approved by the Board of Directors (under
some circumstances, with the concurrence of the Continuing Directors) since the
Company may redeem the Rights as described above.
While the dividend of the Rights will not be taxable to shareholders or to the
Company, shareholders or the Company may, depending upon the circumstances,
recognize taxable income in the event that the Rights become exercisable as set
forth above.
The terms and conditions of the Rights are set forth in a Rights Agreement dated
as of June 1, 1999 between the Company and StockTrans, Inc., as Rights Agent
(the "Rights Agreement"). A copy of the Rights Agreement is filed herewith as
Exhibit 4. This summary description of the Rights Agreement does not purport to
be complete and is qualified in its entirety by reference to the Rights
Agreement, which is incorporated herein by reference.
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ITEM 2. EXHIBITS.
Exhibit
Number Exhibit
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4 Rights Agreement dated as of June 1, 1999 between eGames, Inc. and
StockTrans, Inc. (as Rights Agent) (incorporated herein by reference
to Exhibit 99(b) of the Registrant's Current Report on Form 8-K dated
June 10, 1999)
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, thereto duly authorized.
EGAMES, INC.
By: /s/ Gerald W. Klein
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Gerald W. Klein, President and
Chief Executive Officer
Dated: June 21, 1999
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INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT
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4 Rights Agreement dated as of June 1, 1999 between eGames, Inc. and
StockTrans, Inc. as Rights Agent (incorporated herein by reference to
Exhibit 99(b) of the Registrant's Current Report on Form 8-K Dated
June 10, 1999)
