SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
TALLEY INDUSTRIES, INC.
(Exact name of registrant specified in its charter)
Delaware 86-0180396
(State of Incorporation or Organization) (IRS Tax Number)
2702 North 44th Street, Phoenix, Arizona 85008
(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
Rights to Purchase New York Stock Exchange
Series C Junior
Participating Pre-
ferred Stock
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
(Title of Class)
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Item 1. Description of Securities to be Registered.
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On February 2, 1996 the Registrant's Board of Directors
amended the Preferred Share Purchase Rights (as amended, the
"Rights") originally issued in 1986 under the Rights Agreement
dated as of April 30, 1986, amended as of July 21, 1986, and
further amended and restated as of February 2, 1996 (the "Amended
Rights Agreement"). The February 2, 1996 amendment extended the
expiration date of the Rights (scheduled to expire on April 1,
1996) until February 1, 2006, and modified certain other terms
and conditions of the Rights, all as set forth in the Amended
Rights Agreement.
Each Right will entitle its holder to buy one one-hundredth
(1/100) of a share of Talley Series C Junior Participating
Preferred Stock having the principal terms described below (the
"Preferred Stock") at an exercise price of $32.00 per 1/100
share. The Rights are subject to the Amended Rights Agreement, a
copy of which is attached to this Report as an Exhibit. All
descriptions herein of the Amended Rights Agreement, the Rights
and the Preferred Stock are qualified in their entirety by
reference to the Amended Rights Agreement, including the exhibits
thereto, which is incorporated herein by reference. Such
descriptions are general in nature, and a careful review of the
Amended Rights Agreement and exhibits thereto is necessary to
understand the exact terms and conditions of the Amended Rights
Agreement, the Rights, the Preferred Stock and related matters.
The Rights trade with the Common Stock and are not
exercisable, or transferable apart from the Common Stock, until
the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated
persons (an "Acquiring Person") has acquired beneficial ownership
of 15% or more of the outstanding Common Stock (with certain
exceptions for inadvertent acquisitions), or (ii) 10 business
days (unless extended by the Board) following the commencement
of, or announcement of an intention to make, a tender offer or
exchange offer (other than a prior Board-approved offer for all
of the Common Stock), the consummation of which would result in
the beneficial ownership by a person or group of 15% or more of
the outstanding Common Stock. At that time, separate
certificates for the Rights will be mailed to holders of Common
Stock, and the Rights would then be expected to trade
independently. Certain exceptions are set forth in the Amended
Rights Agreement s definition of Acquiring Person to ensure
that the Rights are not triggered by the holding or accumulation
of a large block of Common Stock by a stock plan for the benefit
of Talley's employees or by the continued holdings of John J.
McMullen (and his affiliates) as Grandfathered Stockholders.
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In the event that any person becomes an Acquiring Person,
each Right, other than Rights beneficially owned by the Acquiring
Person and its affiliates and associates (which will thereafter
be void), will entitle its holder to receive upon exercise that
number of shares of Common Stock having a market value of two
times the exercise price of the Right. In such event, and should
Talley thereafter be acquired in a merger or other business
combination transaction, or should 50% or more of its
consolidated assets or earning power thereafter be acquired by
another company, each Right not previously exercised will entitle
its holder to receive, upon the exercise thereof at the then
current exercise price of the Right, that number of shares of
common stock of the acquiring company (or equivalent equity
interests) which at the time of such transaction have a market
value of two times the exercise price of the Right. The Board
may satisfy an exercise of Rights by delivering Common Stock or
equivalent value in the form of cash or certain other securities.
If an Acquiring Person holds less than a majority of the Common
Stock, the Board can elect to exchange any or all of the Rights
(except those held by the Acquiring Person, which would have
become void) for shares of Common Stock or equivalent value, at
an exchange ratio of one share of Common Stock per Right.
Unless already exercised, the Rights are redeemable by
Talley on 10 days' notice at $.05 per Right prior to any person
becoming an Acquiring Person. The Rights will expire on February
1, 2006. Until the Rights are exercised, their holders will have
no rights as shareholders of the Company, including, without
limitation, the right to vote or to receive dividends. The
purchase price payable, and the number of shares of Preferred
Stock or other securities or property issuable, upon exercise or
exchange of the Rights are subject to adjustment from time to
time to prevent dilution. Chemical Mellon Shareholder Services,
L.L.C., as successor to Manufacturers Hanover Trust Company, is
acting as the Rights Agent.
On May 16, 1986 each share of Common Stock issued and
outstanding received one Right, and Talley has issued one Right
with each share of Common Stock issued since that date. As of
December 31, 1995, there were approximately 10,053,000 shares of
Common Stock issued and outstanding, along with an identical
number of attached Rights issued and outstanding. As of December
31, 1995, approximately 5,900,000 additional shares of Common
Stock were reserved for issuance pursuant to the exercise of
conversion privileges and employee benefit plans. So long as the
Rights are attached to the Common Stock, Talley will continue to
issue one Right with each newly issued share of Common Stock, so
that all such shares will have attached Rights. This will
include Common Stock issued upon conversion of Talley's
convertible preferred stock and Common Stock issued under its
stock option and incentive stock plans. Two hundred thousand
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(200,000) shares of Preferred Stock have been reserved for
issuance upon exercise of the Rights.
The Preferred Stock purchasable upon exercise of the Rights
will be nonredeemable and junior to other series of the Company's
preferred stock. Each full share of Preferred Stock will be
entitled to a minimum quarterly dividend equal to the greater of
$25.00 per share or 100 times the quarterly dividend paid on the
Common Stock. In the event of liquidation, holders of the
Preferred Stock will receive a preferred liquidation payment of
$100.00 per share, but will be entitled to receive (if greater
than $100.00 per share) an aggregate liquidation payment equal to
100 times the payment made per share of Common Stock. Each share
of Preferred Stock will have 100 votes, and will vote together
with the Common Stock except as to certain matters affecting the
rights of preferred stockholders. In the event of any merger,
consolidation or other transaction in which shares of Common
Stock are exchanged for or changed into stock, securities, cash,
or other property, each share of Preferred Stock will be entitled
to receive 100 times the amount received per share of Common
Stock. The foregoing rights of the Preferred Stock are protected
against dilution in the event additional shares of capital stock
are issued.
Except as set forth in the Amended Rights Agreement, the
terms and conditions of the Rights, and the provisions of the
Amended Rights Agreement, are subject to further amendment
without the necessity of any consent or vote of the holders of
the Rights.
The Rights are expected to discourage certain types of
coercive and abusive takeover practices and to encourage persons
seeking to acquire control of the Registrant first to negotiate
with the Registrant before taking any action to acquire control
of the Registrant. In addition to the Rights, the Registrant's
Restated Certificate of Incorporation, as amended (the
"Certificate"), and By-Laws contain certain provisions that may
deter certain takeover attempts, including, but not limited to,
provisions: (i) establishing a classified Board of Directors;
(ii) authorizing shares of preferred stock with respect to which
the Board of Directors has the power to fix the preferences,
privileges and restrictions, without any further vote or action
by the stockholders; (iii) requiring the vote of holders of four-
fifths of the voting power of the Registrant in order to remove
directors (who may be removed only for cause), to approve certain
business transactions with holders of 5% of the voting power of
the Registrant, and to amend certain provisions of the
Certificate and By-Laws; (iv) permitting stockholder action to be
taken only at an annual meeting or special meeting of
stockholders, and not by written consent in lieu of a meeting;
and (v) permitting special meetings of stockholders to be called
only by the Board of Directors, the Chairman of the Board or the
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President of the Registrant. The foregoing provisions, together
with certain provisions of Delaware law, insofar as they may
deter takeover attempts, may affect the market prices of the
Registrant's outstanding capital stock.
Item 2. Exhibits.
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1.1 Form of Right Certificate (Exhibit B to the Amended
Rights Agreement), attached as Exhibit 1.1 to the Registrant's
Form 8-A dated as of February 2, 1996, incorporated herein by
this reference. Pursuant to the Amended Rights Agreement,
printed Rights Certificates will not be mailed until any person,
entity or group acquires beneficial ownership or announces its
intention to commence a tender or exchange offer for beneficial
ownership of 15% or more of the Common Stock.
2.1 Restated Certificate of Incorporation of the
Registrant, a copy of which was attached as Exhibit 2 to the
Registrant's current report on Form 8-K for the month of July,
1976, incorporated herein by this reference.
2.2 Certificate of Amendment of Certificate of
Incorporation of the Registrant dated May 22, 1987, attached as
Exhibit 3 to the Registrant's Form 10-Q for the quarter ended
March 31, 1988, incorporated herein by this reference.
2.3 By-Laws of the Registrant as presently in effect,
attached as Exhibit 3.3 to the Registrant's Form 10-K for the
year ended December 31, 1992, incorporated herein by this
reference.
2.4 Amended and Restated Rights Agreement between the
Registrant and Chemical Mellon Shareholder Services, L.L.C.,
successor to Manufacturers Hanover Trust Company of California,
as Rights Agent, dated as of April 30, 1986, and amended as of
July 21, 1986, and further amended and restated as of February 2,
1996, specifying the terms of the Rights (the "Amended Rights
Agreement"), attached as Exhibit 2.4 to the Registrant's Form 8-A
dated as of February 2, 1996, incorporated herein by this
reference.
2.5 Certificate of Designations, Preferences and Rights for
the Registrant's Series C Junior Participating Preferred Stock
(Exhibit A to the Amended Rights Agreement), attached as Exhibit
2.5 to the Registrant's Form 8-A dated as of February 2, 1996,
incorporated herein by this reference.
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SIGNATURE
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Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this amended
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
TALLEY INDUSTRIES, INC.
Dated: As of March 26, 1996 By Mark S. Dickerson
---------------------------
Mark S. Dickerson,
Secretary
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EXHIBIT INDEX
EXHIBIT
NO. EXHIBIT
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1.1 Form of Right Certificate
(Exhibit B to the Amended Rights
Agreement), attached as Exhibit 1.1
to the Registrant's Form 8-A dated
as of February 2, 1996, incorporated
herein by this reference.
2.1 Restated Certificate of
Incorporation of the Registrant, a
copy of which was attached as
Exhibit 2 to Registrant's current
report on Form 8-K for the month of
July, 1976, incorporated herein by
this reference.
2.2 Certificate of Amendment of
Certificate of Incorporation of the
Registrant dated May 22, 1987,
attached as Exhibit 3 to the
Registrant's Form 10-Q for the
quarter ended March 31, 1988,
incorporated herein by this
reference.
2.3 By-Laws of the Registrant as
presently in effect, attached as
Exhibit 3.3 to the Registrant's
Form 10-K for the year ended
December 31, 1992, incorporated
herein by this reference.
2.4 Amended and Restated Rights
Agreement between the Registrant
and Chemical Mellon Shareholder
Services, L.L.C., successor to
Manufacturers Hanover Trust Company
of California, as Rights Agent,
dated as of April 30, 1986, and
amended as of July 21, 1986, and
further amended and restated as of
February 2, 1996, attached as
Exhibit 2.4 to the Registrant's
Form 8-A dated as of February 2,
1996, incorporated herein by this
reference.
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<PAGE>
2.5 Certificate of Designations,
Preferences and Rights for the
Registrant's Series C Junior
Participating Preferred Stock
(Exhibit A to the Amended Rights
Agreement), attached as Exhibit
2.5 to the Registrant's Form 8-A
dated as of February 2, 1996,
incorporated herein by this
reference.
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