SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12 (b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ACCOM, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 94-3055907
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(State of Incorporation or Organization) (IRS Employer
Identification No.)
1490 O'Brien Drive, Menlo Park, CA 94025
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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
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Share Purchase Rights
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
Effective as of September 3, 1996, the Board of Directors of Accom,
Inc. (the "Company") declared a dividend of one preferred share purchase right
(a "Right") for each outstanding share of Common Stock, $0.001 par value (the
"Common Shares"), of the Company. The dividend was paid on September 24, 1996
(the "Record Date") to stockholders of record as of the close of business on
that date. Each Right entitles the registered holder to purchase from the
Company one one-thousandth of a share of Series A Participating Preferred Stock,
$0.001 par value, of the Company (the "Preferred Shares"), subject to
adjustment, at a price of $20 per one-thousandth of a preferred share, subject
to adjustment (the "Purchase Price"). The description and terms of the Rights
are set forth in a Preferred Shares Rights Agreement (the "Rights Agreement")
dated as of September 13, 1996 between the Company and U.S. Stock Transfer
Corporation, as Rights Agent (the "Rights Agent"), as amended by Amendment No. 1
thereto effective July 14, 1998.
The following is a general description only and is subject to the
detailed terms and conditions of the Rights Agreement. A copy of the Rights
Agreement, including the Certificate of Designation, the form of Rights
Certificate and the Summary of Rights to be provided to stockholders of the
Company, is attached as Exhibit 1 to this Registration Statement and is
incorporated herein by reference. The July 1998 amendment is attached as Exhibit
2 to this Registration Statement.
Rights Evidenced by Common Share Certificates
The Rights will not be exercisable until the Distribution Date (defined
below). Accordingly, Common Share certificates outstanding on the Record Date
will evidence the Rights related thereto, and Common Share certificates issued
after the Record Date will contain a notation incorporating the Rights Agreement
by reference. Until the Distribution Date (or earlier redemption, exchange or
expiration of the Rights), the surrender or transfer of any certificates for
Common Shares, even without notation or a copy of the Summary of Rights being
attached
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thereto, will also constitute the transfer of the Rights associated with the
Common Shares represented by such certificate.
Distribution Date
The Rights will separate from the Common Shares, certificates for the
rights ("Rights Certificates") will be issued and the Rights will become
exercisable upon the earlier of: (i) the close of business on the tenth day (or
such later date as may be determined by a majority of the Board of Directors,
excluding directors affiliated with the Acquiring Person, as defined below (the
"Continuing Directors")) following a public announcement that a person or group
of affiliated or associated persons has acquired, or obtained the right to
acquire, beneficial ownership of 15% or more of the outstanding Common Shares
(an "Acquiring Person") or (ii) the close of business on the tenth day (or such
later date as may be determined by a majority of the Continuing Directors)
following the commencement of a tender offer or exchange offer, the consummation
of which would result in the beneficial ownership by a person or group of 15% or
more of the outstanding Common Shares. The earlier of such dates is referred to
as the "Distribution Date".
Issuance of Rights Certificates, Expiration of Rights
As soon as practicable following the Distribution Date, separate Rights
Certificates will be mailed to holders of record of the Common Shares as of the
close of business on the Distribution Date and such separate Rights Certificates
alone will evidence the Rights from and after the Distribution Date. Unless
otherwise determined by the Board of Directors, all Common Shares issued prior
to the Distribution Date will be issued with Rights. Common Shares issued after
the Distribution Date may be issued with Rights if such shares are issued (i)
upon the exercise, conversion or exchange of securities issued after adoption of
the Rights Agreement or (ii) pursuant to the exercise of stock options or under
any employee benefit plan or arrangement. Except as otherwise determined by the
Board of Directors, no other Common Shares issued after the Distribution Date
will be issued with Rights. In addition, no Common Shares issued after the
Distribution Date will be issued with Rights if such issuance would result in
(or create a signif-
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icant risk) (i) of material adverse tax consequences to the Company or the
person to whom such Rights Certificate would be issued or (ii) that such options
or plans would not qualify for otherwise available special tax treatment. The
Rights will expire on September 3, 2006 (the "Final Expiration Date"), unless
the Final Expiration Date is extended or unless the Rights are earlier redeemed
or exchanged by the Company or expire upon consummation of certain mergers,
consolidations or sales of assets, as described below.
Initial Exercise of the Rights
Following the Distribution Date, and until the occurrence of one of the
subsequent events described below, holders of the Rights will be entitled to
receive, upon exercise and the payment of $20 (the "Purchase Price") per Right,
one one-thousandth of a Preferred Share.
Exchange Provision
At any time after an Acquiring Person has become such and prior to the
Acquiring Person beneficially owning 50% or more of the outstanding Common
Shares, the Board of Directors of the Company may exchange the Rights (other
than Rights owned by the Acquiring Person or its affiliates), in whole or in
part, at an exchange ratio of one Common Share per Right (subject to
adjustment).
Right to Buy Common Shares at Half Price
Unless the Rights are earlier redeemed or exchanged, in the event that
an Acquiring Person becomes such, other than pursuant to a tender offer which is
made for all of the outstanding Common Shares and approved by a majority of the
Continuing Directors after determining that the offer is both adequate and
otherwise in the best interests of the Company and its stockholders (a
"Permitted Offer"), then proper provision will be made so that each holder of a
Right which has not theretofore been exercised (other than Rights beneficially
owned by the Acquiring Person, which will thereafter be void) will thereafter
have the right to receive, upon exercise of a Right, a number of Common Shares
having a then current value equal to two times the Purchase Price. In the event
that the Company does not have a sufficient number of Common Shares available,
or the Board decides that such action is necessary or appropriate and not
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contrary to the interests of Rights holders, the Company may, among other
things, instead substitute cash, assets or other securities for the Common
Shares into which the Rights would have otherwise been exercisable.
Right to Buy Acquiring Company Stock at Half Price
Similarly, unless the Rights are earlier redeemed or exchanged, in the
event that, after the Shares Acquisition Date (as defined below), (i) the
Company consolidates with or merges into another entity, (ii) another entity
consolidates with or merges into the Company or (iii) the Company sells or
otherwise transfers 50% or more of its consolidated assets or earning power,
proper provision must be made so that each holder of a Right which has not
theretofore been exercised (other than Rights beneficially owned by the
Acquiring Person, which will thereafter be void) will thereafter have the right
to receive, upon exercise, a number of shares of common stock of the acquiring
company having a then current value equal to two times the Purchase Price
(unless the transaction satisfies certain conditions and is consummated with a
person who acquired shares pursuant to a Permitted Offer, in which case the
Rights will expire).
Adjustments to Prevent Dilution
The Purchase Price payable, the number of Rights and the number of
Preferred Shares, Common Shares or other securities or property issuable upon
exercise of the Rights are subject to adjustment from time to time to prevent
dilution as set forth in the Rights Agreement. With certain exceptions, no
adjustment in the Purchase Price will be required until cumulative adjustments
require an adjustment of at least 1% in such Purchase Price.
Rights and Preferences of the Preferred Shares
Preferred Shares purchasable upon exercise of the Rights will not be
redeemable. Each Preferred Share will be entitled to an aggregate dividend of
1,000 times the dividend declared per Common Share. In the event of liquidation,
the holders of the Preferred Shares will be entitled to a preferential
liquidation payment equal to accrued but unpaid dividends plus the greater of
$1,000 per share or 1,000 times the aggregate per share amount to be distributed
to the holders of
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Common Shares. Each Preferred Share will have 1,000 votes, voting together with
the holders of Common Shares, except as required by law or the Certificate of
Determination of Rights, Preferences and Privileges of Series A Participating
Preferred Stock. In the event of any merger, consolidation or other transaction
in which Common Shares are changed or exchanged, each Preferred Share will be
entitled to receive 1,000 times the amount received per Common Share. These
rights are protected by customary anti-dilution provisions. Because of the
nature of the dividend, liquidation and voting rights of the Preferred Shares,
the value of the one one-thousandth interest in a Preferred Share purchasable
upon exercise of each Right should approximate the value of one Common Share.
Redemption
At any time prior to the close of business on the earlier of (i) the
tenth day following the date (the "Shares Acquisition Date") of public
announcement that an Acquiring Person has become such or such later date as may
be determined by a majority of the Continuing Directors and publicly announced
by the Company or (ii) the Final Expiration Date of the Rights, the Company may
redeem the Rights in whole, but not in part, at a price of $0.01 per Right
("Redemption Price").
No Stockholders' Rights Prior to Exercise
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company (other than any rights resulting from
such holder's ownership of Common Shares), including, without limitation, the
right to vote or to receive dividends.
Amendment of Rights Agreement
The provisions of the Rights Agreement may be supplemented or amended
by the Board of Directors in any manner prior to the Distribution Date without
the approval of Rights holders. After the Distribution Date, the provisions of
the Rights Agreement may be supplemented or amended by the Board in order to (i)
cure any ambiguity, defect or inconsistency, (ii) to make changes which are
deemed necessary or advisable and do not adversely affect the interests of
holders of Rights (excluding the interests of any Acquiring Person), or (iii) to
shorten or lengthen
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any time period under the Rights Agreement; provided, however, that no amendment
to lengthen (A) the time period governing redemption shall be made at such time
as the Rights are not redeemable, or (B) any other period unless for the purpose
of protecting, enhancing or clarifying the rights of, and/or benefits to, the
holders of Rights.
Certain Anti-takeover Effects
The Rights approved by the Board are designed to protect and maximize
the value of the outstanding equity interests in the Company in the event of an
unsolicited attempt by an acquiror to take over the Company, in a manner or on
terms not approved by the Board of Directors. Takeover attempts frequently
include coercive tactics to deprive a corporation's Board of Directors and its
stockholders of any real opportunity to determine the destiny of the
corporation. The Rights have been declared by the Board in order to deter such
tactics, including a gradual accumulation of shares in the open market of a 15%
or greater position to be followed by a merger or a partial or two-tier tender
offer that does not treat all stockholders equally. These tactics unfairly
pressure stockholders, squeeze them out of their investment without giving them
any real choice and deprive them of the full value of their shares.
The Rights are not intended to prevent a takeover of the Company and
will not do so. The Rights are not exercisable in the event of a Permitted
Offer, as described above. The Rights may be redeemed by the Company at $0.01
per Right within ten days (or such later date as may be determined by a majority
of the Continuing Directors) after the accumulation of 15% or more of the
Company's outstanding Common Shares by a single acquiror or group. Accordingly,
the Rights should not preclude any merger or business combination approved by
the Board of Directors. Issuance of the Rights does not in any way weaken the
financial strength of the Company or interfere with its business plans. The
issuance of the Rights has no immediate dilutive effect, will not affect
reported earnings per share, should not be taxable to the Company or to its
stockholders and will not change the way in which the Company's shares are
presently traded. The Company's Board of Directors believes that the Rights
represent a sound and reasonable means of addressing the complex issues of
corporate policy created by the current
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takeover environment. However, the Rights may have the effect of rendering more
difficult or discouraging an acquisition of the Company deemed undesirable by
the Board of Directors. The Rights may cause substantial dilution to a person or
group that attempts to acquire the Company on terms or in a manner not approved
by the Company's Board of Directors, except pursuant to an offer conditioned
upon the negation, purchase or redemption of the Rights.
Item 2. Exhibits.
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1.* Preferred Shares Rights Agreement, dated as of
September 13, 1996, between Accom, Inc. and U.S. Stock
Transfer Corporation, including the Certificate of
Designation of Rights, Preferences and Privileges of
Series A Participating Preferred Stock, the form of
Rights Certificate and the Summary of Rights attached
thereto as Exhibits A, B and C, respectively.
2. Amendment No. 1 to Preferred Shares Rights Agreement,
effective July 14, 1998, between Accom, Inc. and U.S.
Stock Transfer Corporation.
* Previously filed.
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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.
ACCOM, INC.
Date: September 18, 1998 By /s/ Junaid Sheikh
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Junaid Sheikh
President and Chief Executive Officer
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ACCOM, INC.
REGISTRATION STATEMENT ON FORM 8-A
EXHIBIT INDEX
Exhibit
No. Exhibit
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1* Preferred Shares Rights Agreement, dated as of
September 13, 1996, between Accom, Inc. and U.S. Stock
Transfer Corporation, including the Certificate of
Designation of Rights, Preferences and Privileges of
Series A Participating Preferred Stock, the form of
Rights Certificate and the Summary of Rights attached
thereto as Exhibits A, B and C, respectively.
2 Amendment No. 1 to Preferred Shares Rights Agreement,
effective July 14, 1998, between Accom, Inc. and U.S.
Stock Transfer Corporation.
* Previously filed.
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EXHIBIT 2
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AMENDMENT NO. 1
TO
PREFERRED SHARES RIGHTS AGREEMENT
This Amendment No. 1 to Preferred Shares Rights Agreement, effective
July 14, 1998, amends that certain Preferred Shares Rights Agreement (the
"Rights Agreement"), dated as of September 13, 1996 between Accom, Inc., a
Delaware corporation (the "Company"), and the U.S. Stock Transfer Corporation, a
California banking corporation (the "Rights Agent").
On July 14, 1998, the Company's Board of Directors authorized an
amendment of the Rights Agreement to allow a certain investor to acquire
additional shares of Common Stock so as to bring such investor's total
shareholdings to not more than 2,500,000 shares.
NOW, THEREFORE, the parties hereby agree as follows:
1. Section 1(a) of the Rights Agreement is hereby amended and restated
to read in full as follows:
(a) "Acquiring Person" shall mean any Person who or which,
together with all Affiliates and Associates of such Person, shall be the
Beneficial Owner of 15% or more of the Common Shares then outstanding, but shall
not include the Company, any Subsidiary of the Company or any employee benefit
plan of the Company or of any Subsidiary of the Company, or any entity holding
Common Shares for or pursuant to the terms of any such plan. Notwithstanding the
foregoing, no Person shall be deemed to be an Acquiring Person: (i) as the
result of an acquisition of Common Shares by the Company which, by reducing the
number of shares outstanding, increases the proportionate number of shares
beneficially owned by such Person to 15% or more of the Common Shares of the
Company then outstanding; provided, however, that if a Person shall become the
Beneficial Owner of 15% or more of the Common Shares of the Company then
outstanding by reason of share purchases by the Company and shall, after such
share purchases by the Company, become the Beneficial Owner of any additional
Common Shares of the Company, then such Person shall be deemed to be an
Acquiring Person, or (ii) if within eight days after such Person would otherwise
become an Acquiring Person (but for the operation of this clause (ii)), such
Person notifies the Board of Directors that such Person did so inadvertently and
within two days after such notification, such Person is the Beneficial Owner of
less than 15% of the outstanding Common Shares. In addition, (1) El Dorado
Ventures shall not be deemed to be an Acquiring Person so long as such Person,
together with all Affiliates and Associates of such Person, shall be the
Beneficial Owner of not more than 1,063,593 Common Shares (as adjusted for any
future stock splits, stock dividends, recapitalizations or the like) (including
all Common Shares beneficially owned by such Person as of July 14, 1998).and (2)
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Michael Luckwell shall not be deemed to be an Acquiring Person so long as such
Person, together with all Affiliates and Associates of such Person, shall be the
Beneficial Owner of not more than 2,500,000 Common Shares (as adjusted for any
future stock splits, stock dividends, recapitalizations or the like) (including
all Common Shares beneficially owned by such Person as of July 14, 1998).
2. All references in the Rights Agreement to the Rights Agreement shall
be deemed to refer to the Rights Agreement, as amended by this Amendment.
3. This Amendment may be executed in any number of counterparts and
each of such counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute one and the same instrument.
The parties hereto have caused this Amendment No. 1 to Preferred Shares
Rights Agreement to be duly executed as of the day and year first above written.
ACCOM, INC.
By: /s/ Junaid Sheikh
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Junaid Sheikh
President and Chief Executive Officer
U.S. STOCK TRANSFER CORPORATION
By: /s/ Richard C. Brown
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Name: Richard C. Brown
Title: Vice President
