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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
TAB PRODUCTS CO.
(Exact name of registrant as specified in its charter)
DELAWARE 94-1190862
(State of incorporation) (I.R.S. Employer Identification No.)
1400 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304
(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
Preferred Stock Purchase Rights, par value $0.01 American Stock Exchange
If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box. [ ]
If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
Not applicable
(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On October 24, 1996, the Board of Directors of Tab Products Co. (the
"Company") declared a dividend distribution of one Preferred Stock Purchase
Right (each a "Right" and collectively the "Rights") for each outstanding
share of Common Stock, par value $.01 ("Common Stock"), of the Company. The
distribution was paid as of November 6, 1996 (the "Record Date"), to
stockholders of record on that date. Each Right entitles the registered
holder to purchase from the Company one one-hundredth of a share of the
Company's Series A Preferred Stock, $.01 par value (the "Preferred Stock"),
at a price of $35.00 (the "Purchase Price"). The description and terms of
the Rights are set forth in the Rights Agreement dated as of October 24, 1996
(the "Rights Agreement"), between the Company and ChaseMellon Shareholder
Services, L.L.C. (the "Rights Agent").
Until the earlier to occur of (i) the tenth day following the first date
of public announcement by the Company or by a person or group of affiliated
or associated persons ("Acquiring Person") other than the Company or
Subsidiary of the Company, including, without limitation, in its fiduciary
capacity, any employee benefit plan or employee stock plan of the Company or
of any Subsidiary of the Company, or any Person, organized, appointed,
established or holding Common Stock for or pursuant to the terms of any such
plan or any Person funding other employee benefits for employees of the
Company or any Subsidiary of the Company ("Exempt Person"), that such an
Acquiring Person has acquired, or obtained the right to acquire, without
approval of the Board of Directors or good faith determination of the Board
of Directors that such a person or group of affiliated or associated persons
has inadvertently become an Acquiring Person, beneficial ownership of
securities of the Company representing 15% or more of the outstanding Common
Stock of the Company (other than solely as a result of a reduction in the
outstanding shares of the Common Stock of the Company) or such earlier date
as a majority of the Board of Directors shall become aware of such
acquisition of the Common Stock (the "Stock Acquisition Date") (or, if the
tenth day after the Stock Acquisition Date occurs before the Record Date, the
close of business on the Record Date) or (ii) the tenth business day (subject
to extension by the Board prior to the time a person becomes an Acquiring
Person) following the commencement of, or public announcement of an intention
to commence, a tender or exchange offer by any person (other than by an
Exempt Person), the consummation of which would result in the beneficial
ownership of 15% or more of the outstanding Common Stock by such person,
together with its affiliates and associates (the earlier of such dates being
called the "Distribution Date"), the Rights will be evidenced, with respect
to all shares of Common Stock that are issued after the Record Date prior to
the Distribution Date (or earlier redemption or expiration of the Rights), by
certificates representing such shares of Common Stock together with the
Summary of Rights attached thereto.
The Rights Agreement provides that, until the Distribution Date (or
earlier redemption or expiration of the Rights), the Rights will be
represented by and transferred with, and only with, the Common Stock. Until
the Distribution Date (or earlier redemption or expiration of the Rights),
new certificates issued for Common
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Stock (including, without limitation, certificates issued upon transfer or
exchange of Common Stock) after the Record Date, 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, with or without
the aforesaid legend or the Summary of Rights attached thereto, 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 ("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 upon the earlier of (i) ten years after the date of issuance, or
October 23, 2006 or (ii) redemption or exchange by the Company.
The Purchase Price payable, and the number of shares of Preferred Stock
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event
of a stock dividend on, or a subdivision, combination or reclassification of
the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of
certain rights or warrants to subscribe for Preferred Stock or convertible
securities at less than the current market price of the Preferred Stock or
(iii) upon the distribution to holders of the Preferred Stock of evidences of
indebtedness or assets (excluding dividends payable in Preferred Stock) or of
subscription rights or warrants (other than those referred to above). The
number of Rights associated with each share of Common Stock is also subject
to adjustment in the event of a stock split of the Common Stock or a stock
dividend on the Common Stock payable in Common Stock or subdivisions,
consolidations or combinations of the Common Stock occurring, in any such
case, prior to the Distribution Date.
The Preferred Stock purchasable upon exercise of the Rights will be
nonredeemable and junior to any other series of preferred stock the Company
may issue (unless otherwise provided in the terms of such other series).
Each share of Preferred Stock will have a preferential cumulative quarterly
dividend in an amount equal to the greater of (a) $88.50 or (b) 100 times the
dividend declared on each share of Common Stock. In the event of
liquidation, the holders of Preferred Stock will receive a preferred
liquidation payment equal to the greater of (a) $3,500 per share, plus
accrued dividends to the date of distribution whether or not earned or
declared, or (b) an amount per share equal to 100 times the aggregate payment
to be distributed per share of Common Stock. Each share of Preferred Stock
will have 100 votes, voting together with the shares of Common Stock. In the
event of any merger, consolidation or other transaction in which shares of
Common Stock are exchanged for or changed into other securities, cash and/or
other property, each share of Preferred Stock will be entitled to receive 100
times the amount and type of consideration received per share of Common
Stock. The rights of the Preferred Stock as to dividends, liquidation and
voting, and in the event of mergers and consolidations, are protected by
customary anti-dilution provisions. Fractional shares
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(in integral multiples of one one-hundredth) of Preferred Stock will be
issuable; however, the Company may elect to distribute depositary receipts in
lieu of such fractional shares. In lieu of fractional shares other than
fractions that are multiples of one one-hundredth of a share, an adjustment
in cash will be made based on the market price of the Preferred Stock on the
last trading date prior to the date of exercise. Because of the nature of
the Preferred Stock's dividend, liquidation and voting rights, the value of
one one-hundredth of a share of Preferred Stock purchasable upon exercise of
each Right should approximate the value of one share of Common Stock.
In the event (i) any person becomes an Acquiring Person or (ii) any
Acquiring Person or any of its Affiliates or Associates, directly or
indirectly, (1) consolidates with or merges into the Company or any of its
subsidiaries or otherwise combines with the Company or any of its
subsidiaries in a transaction in which the Company or such subsidiary is the
continuing or surviving corporation of such merger or combination and the
Common Stock of the Company remains outstanding and no shares thereof shall
be changed into or exchanged for stock or other securities of any other
person or of the Company or cash or any other property, (2) transfers, in on
one or more transactions, any assets to the Company or any of its
subsidiaries in exchange for capital stock of the Company or any of its
subsidiaries or for securities exercisable for or convertible into capital
stock of the Company or any of its subsidiaries or otherwise obtains from the
Company or any of its subsidiaries, with or without consideration, any
capital stock of the Company or any of its subsidiaries or securities
exercisable for or convertible into capital stock of the Company or any of
its subsidiaries (other than as part of a pro rata offer or distribution to
all holders of such stock), (3) sells, purchases, leases, exchanges,
mortgages, pledges, transfers or otherwise disposes to, from or with the
Company or any of its subsidiaries, as the case may be, assets on terms and
conditions less favorable to the Company or such subsidiary than the Company
or such subsidiary would be able to obtain in arm's-length negotiation with
an unaffiliated third party, (4) receives any compensation from the Company
or any of its subsidiaries for services other than compensation for
employment as a regular or part-time employee, or fees for serving as a
director at rates in accordance with the Company's (or its subsidiary's) past
practice, (5) receives the benefit (except proportionately as a stockholder)
of any loans, advances, guarantees, pledges or other financial assistance or
tax credit or advantage, or (6) engages in any transaction with the Company
(or any of its subsidiaries) involving the sale, license, transfer or grant
of any right in, or disclosure of, any patents, copyrights, trade secrets,
trademarks or know-how (or any other intellectual or industrial property
rights recognized under any country's intellectual property rights laws)
which the Company (including its subsidiaries) owns or has the right to use
on terms and conditions not approved by the Board of Directors of the
Company, or (iii) while there is an Acquiring Person, there shall occur any
reclassification of securities (including any reverse stock split), any
recapitalization of the Company, or any merger or consolidation of the
Company with any of its subsidiaries or any other transaction or transactions
involving the Company or any of its subsidiaries (whether or not involving
the Acquiring Person) which have the effect of increasing by more than 1% the
proportionate share of the outstanding shares of any class of equity
securities of the Company or any of its subsidiaries which is directly or
indirectly owned or controlled by the Acquiring Person
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(such events are collectively referred to herein as the "Flip-In Events"),
then, and in each such case, each holder of record of a Right, other than the
Acquiring Person, will thereafter have the right to receive, upon payment of
the then current Purchase Price, in lieu of one one-hundredth of a share of
Preferred Stock per outstanding Right, that number of shares of Common Stock
having a market value at the time of the transaction equal to the Purchase
Price (as adjusted to the Purchase Price in effect immediately prior to the
Flip-In Event multiplied by the number of one one-hundredths of a share of
Preferred Stock for which a Right was exercisable immediately prior to such
Flip-In Event) divided by one-half the average of the daily closing prices
per share of the Common Stock for the thirty consecutive trading days
("Current Market Price") on the date of such Flip-In Event. Notwithstanding
the foregoing, Rights held by the Acquiring Person or any Associate or
Affiliate thereof or certain transferees will be null and void and no longer
be transferable.
The Company may at its option substitute for a share of Common Stock
issuable upon the exercise of Rights in accordance with this paragraph such
number or fractions of shares of Preferred Stock having an aggregate current
market value equal to the Current Market Price of a share of Common Stock.
In the event that insufficient shares of Common Stock are available to permit
the exercise in full of the Rights in accordance with the foregoing
paragraph, the Board of Directors shall, to the extent permitted by
applicable law and any material agreements then in effect to which the
Company is a party, (A) determine the excess (such excess, the "Spread") of
(1) the value of the shares of Common Stock issuable upon the exercise of a
Right in accordance with this paragraph (the "Current Value") over (2) the
Purchase Price, and (B) with respect to each Right (other than Rights which
have become void pursuant to the foregoing paragraph), make adequate
provision to substitute for the shares of Common Stock issuable in accordance
with this paragraph upon exercise of the Right and payment of the Purchase
Price, (1) cash, (2) a reduction in such Purchase Price, (3) shares of
Preferred Stock or other equity securities of the Company (including, without
limitation, shares or fractions of shares of preferred stock which, by virtue
of having dividend, voting and liquidation rights substantially comparable to
those of the shares of Common Stock, are deemed in good faith by the Board of
Directors to have substantially the same value as the shares of Common Stock,
(4) debt securities of the Company, (5) other assets, or (6) any combination
of the foregoing, having a value which, when added to the value of the shares
of Common Stock actually issued upon exercise of such Right, shall have an
aggregate value equal to the Current Value (less the amount of any reduction
in such Purchase Price); PROVIDED, HOWEVER, that if the Company shall not
make adequate provision to deliver value pursuant to clause (B) above within
thirty (30) days following the Flip-In Event, then the Company shall be
obligated to deliver, to the extent permitted by applicable law and any
material agreements then in effect to which the Company is a party, upon the
surrender for exercise of a Right and without requiring payment of such
Purchase Price, shares of Common Stock (to the extent available), and then,
if necessary, such number or fractions of shares of Preferred Stock (to the
extent available) and then, if necessary, cash, which shares and/or cash have
an aggregate value equal to the Spread. Rights are not exercisable following
the occurrence of the events
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set forth in the foregoing paragraph until the expiration of the period
during which the Rights may be redeemed as described below.
Unless the Rights are earlier redeemed, in the event that following the
first occurrence of a Flip-In Event, the Company were to be acquired in a
merger or other business combination in which any shares of the Company's
Common Stock are exchanged or converted for other securities or assets (other
than a merger or other business combination in which the voting power
represented by the Company's securities outstanding immediately prior thereto
continues to represent all of the voting power represented by the securities
of the Company thereafter and the holders of such securities have not changed
as a result of such transaction), or 50% or more 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 (such transactions
are collectively referred to herein as the "Flip-Over Events"), the Rights
Agreement provides that proper provision shall be made so that each holder of
record of a Right (other than an Acquiring Person, or affiliates or
associates thereof) will from and after such date have the right to receive,
upon payment of the then current Purchase Price, that number of shares of
common stock of the acquiring company having a market value at the time of
such transaction equal to the Purchase Price divided by one-half the Current
Market Price of such common stock.
No fractional shares of Common Stock will be issued upon exercise of the
Rights and, in lieu thereof, a payment in cash will be made to the holder of
such Rights equal to the same fraction of the current market value of a share
of Common Stock.
At any time until the occurrence of a Flip-In Event, the Board may
redeem the Rights in whole, but not in part, at a price of $.001 per Right.
Immediately upon 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 Rights will be to receive the
Redemption Price without any interest thereon.
At any time after the occurrence of a Flip-In Event and prior to the
earlier of a Flip-Over Event or such time as any Person (other than an Exempt
Person), together with all Affiliates and Associates, becomes the Beneficial
Owner of more than 50% of the Common Stock outstanding, the Board of
Directors of the Company may, at its option, exchange all or any portion of
the outstanding Rights (other than Rights held by any Acquiring Person which
have become void) for shares of Common Stock on a pro rata basis, at an
exchange ratio of one share of Common Stock or one one-hundredth of a share
of Preferred Stock (or of a share of a class or series of the Company's
Preferred Stock having equivalent rights, preferences and privileges) per
Right. Immediately upon the ordering of such exchange and without any
notice, the right to exercise such Rights shall terminate and the only right
thereafter of a holder of such Rights shall be to receive shares of Common
Stock or Common Stock Equivalents pursuant to the exchange. In the event
there are insufficient shares of Common Stock issued but not outstanding or
authorized but unissued to permit any exchange of Rights, the Company shall
take all actions necessary to authorize additional shares.
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Until the Rights become nonredeemable the Company may, except with
respect to the redemption price of the Rights, amend the Rights Agreement in
any manner. After the Rights become nonredeemable, the Company may amend the
Rights Agreement to cure any ambiguity, to correct or supplement any
provision which may be defective or inconsistent with any other provisions,
or to shorten or lengthen any time period under the Rights Agreement, or to
arrange or supplement the provisions hereunder in any manner which the
Company may deem necessary or desirable, provided that no such amendment may
adversely affect the interests of the holders of the Rights (other than the
Acquiring Person or its affiliates or associates) or cause the Rights to
again be redeemable or the Agreement to again be freely amendable.
Until a Right is exercised, the holder, as such, will have no rights as
a stockholder of the Company, including, without limitation, the right to
vote or to receive dividends.
The issuance of the Rights is not taxable to the Company or to
stockholders under presently existing federal income tax law, and will not
change the way in which stockholders can presently trade the Company's shares
of Common Stock. If the Rights should become exercisable, stockholders,
depending on then existing circumstances, may recognize taxable income.
The Rights have certain anti-takeover effects. Under certain
circumstances the Rights could 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. However, the Rights should not interfere with
any merger or other business combination approved by the Board.
The form of Rights Agreement between the Company and ChaseMellon
Shareholder Services, L.L.C., as Rights Agent (including as Exhibit A the
form of Certificate of Designation, Preferences and Rights of the Terms of
the Series A Preferred Stock, as Exhibit B the form of Right Certificate, and
as Exhibit C the Summary of Terms of Rights Agreement), the Company's press
release dated October 25, 1996 and a form of letter to the Company's
stockholders dated November 6, 1996 are attached hereto as EXHIBIT 1 ,
EXHIBIT 2 and EXHIBIT 3, respectively, and incorporated herein by reference.
The foregoing description of the Rights is qualified in its entirety by
reference to such exhibits.
ITEM 2. EXHIBITS.
The form of Rights Agreement between the Company and ChaseMellon
Shareholder Services, L.L.C., as Rights Agent (including as Exhibit A the
form of Certificate of Designation, Preferences and Rights of the Terms of
the Series A Preferred Stock, as Exhibit B the form of Right Certificate, and
as Exhibit C the Summary of Terms of Rights Agreement), the Company's press
release dated October 25, 1996 and a form of letter to the Company's
stockholders dated November 6, 1996 are attached hereto as EXHIBIT 1 ,
EXHIBIT 2 and EXHIBIT 3, respectively, and incorporated herein by reference.
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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.
TAB PRODUCTS CO.
Date: November 21, 1996
By: /s/ ROBERT J. SEXTON
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Robert J. Sexton
Secretary
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EXHIBIT INDEX
Exhibit Description
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1 Form of Rights Agreement between the Company and
ChaseMellon Shareholder Services, L.L.C., as Rights
Agent (including as Exhibit A the form of Certificate
of Designation, Preferences and Rights of the Terms
of the Series A Preferred Stock, as Exhibit B the
form of Right Certificate, and as Exhibit C the
Summary of Terms of Rights Agreement) (incorporated
by reference to Exhibit 1 from Registrant's Form 8-K
dated October 17, 1996).
2 Press Release, dated October 25, 1996 (incorporated
by reference to Exhibit 2 from Registrant's Form 8-K
dated October 17, 1996).
3 Form of Letter to Tab Products Co. stockholders, dated
November 6, 1996 (incorporated by reference to Exhibit
3 from Registrant's Form 8-K dated October 17, 1996).
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