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UNITED STATES
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
TOKHEIM CORPORATION
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(Exact name of registrant as specified in its charter)
Indiana 35-0712500
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
10501 Corporate Drive,
P.O. Box 360
Ft. Wayne, IN 46801
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(Address of principal (Zip Code)
executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be Name of each exchange on
registered which each class is to be
registered
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Preferred Stock Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act: None
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Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
On January 22, 1997, the Board of Directors of the Registrant declared
a dividend distribution of one right (a "Right") for each outstanding share of
the Registrant's Common Stock, no par value per share ("Common Stock"), to
stockholders of record at the close of business on February 9, 1997 (the "Record
Date"). The Board of Directors of the Registrant also authorized the issuance of
one Right for each share of Common Stock issued after the Record Date and prior
to the earliest of the Distribution Date (as defined below), the redemption of
the Rights and the expiration of the Rights and, in certain circumstances, after
the Distribution Date. Except as set forth below and subject to adjustment as
provided in the Rights Agreement (defined below), each Right entitles the
registered holder to purchase from the Registrant one one-thousandth of a share
of Series A Junior Participating Preferred Stock (the "Preferred Stock"), at a
purchase price of $44.00 per Right (the "Purchase Price"). The description and
terms of the Rights are set forth in a Rights Agreement, dated as of January 22,
1997 (the "Rights Agreement"), between the Registrant and Harris Trust and
Savings Bank, as Rights Agent.
Upon payment of the dividend at the close of business on the Record
Date, the Rights will be attached to all Common Stock certificates representing
shares then outstanding, and no separate Rights Certificates (as defined below)
will be distributed. The Rights will separate from the Common Stock upon the
earliest of (i) 10 business days following a public announcement that a person
or group (an "Acquiring Person"), together with persons affiliated or associated
with it, has acquired, or obtained the right to acquire, beneficial ownership of
15% or more of the outstanding shares of Common Stock (the "Stock Acquisition
Date"), (ii) 10 business days (or such later date as the Board of Directors of
the Registrant shall determine) following the commencement of a tender offer or
exchange offer that would result in a person or group beneficially owning 15% or
more of such outstanding shares of Common Stock, or (iii) 10 business days
following a determination by the Board of Directors of the Registrant that a
person (an "Adverse Person"), alone or together with its affiliates and
associates, has become the beneficial owner of more than 10% of the outstanding
Common Stock and that (a) such beneficial ownership is intended to cause the
Registrant to repurchase the Common Stock beneficially owned by such Adverse
Person or to cause pressure on the Registrant to take action or enter into
transactions intended to provide such Adverse Person with short-term financial
gain under circumstances where the Board of Directors of the Registrant
determines that the best long-term interests of the
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Registrant would not be served by taking such action or entering into such
transactions at the time or (b) such beneficial ownership is causing or
reasonably likely to cause a material adverse impact on the business or
prospects of the Registrant (the earliest of such dates being called the
"Distribution Date").
Until the Distribution Date (or earlier redemption or expiration of
the Rights), (i) the Rights will be transferred with and only with the Common
Stock (except in connection with redemption of the Rights), (ii) new Common
Stock certificates issued after the Record Date upon transfer, replacement or
new issuance of Common Stock will contain a notation incorporating the Rights
Agreement by reference and (iii) the surrender for transfer of any certificates
for Common Stock outstanding will also constitute the transfer of the Rights
associated with the Common Stock represented by such certificate.
The Rights will become first exercisable on the Distribution Date and
will expire at the close of business on February 9, 2007 (the "Expiration
Date"), unless earlier redeemed by the Registrant as described below.
Notwithstanding the foregoing, the Rights will not be exercisable after the
occurrence of a Triggering Event (defined below) until the Registrant's right of
redemption has expired.
As soon as practicable after the Distribution Date, separate
certificates evidencing the Rights (the "Rights Certificates") will be mailed to
holders of record of the Common Stock as of the close of business on the
Distribution Date and, thereafter, such separate Rights Certificates alone will
evidence the Rights. Except for shares of Common Stock issued or sold after the
Distribution Date pursuant to the exercise of stock options or under any
employee benefit plan or arrangement granted or awarded prior to the
Distribution Date, or the exercise, conversion or exchange of securities issued
by the Registrant, and except as otherwise determined by the Board of Directors,
only shares of Common Stock issued prior to the Distribution Date will be issued
with Rights.
If any person becomes (a) an Acquiring Person (except (i) pursuant to
an offer for all outstanding shares of Common Stock which the independent
directors determine to be fair to and otherwise in the best interest of the
Registrant and its stockholders after receiving advice from one or more
investment banking firms (a "Qualifying Offer") and (ii) for certain persons who
report their ownership on Schedule 13G under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or on Schedule 13D under the Exchange
Act, provided that they do not state any intention to, or reserve the right to,
control or influence the Registrant and
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such persons certify that they became an Acquiring Person inadvertently and they
agree that they will not acquire any additional shares of Common Stock) or (b)
an Adverse Person (either such event is referred to herein as a "Triggering
Event"), then the Rights will "flip-in" and entitle each holder of a Right,
except as provided below, to purchase, upon exercise at the then-current
Purchase Price, that number of shares of Common Stock having a market value of
two times such Purchase Price.
Any Rights beneficially owned at any time on or after the earlier of
the Distribution Date and the Stock Acquisition Date by an Acquiring Person, an
Adverse Person or an affiliate or associate of an Acquiring Person or an Adverse
Person (whether or not such ownership is subsequently transferred) will become
null and void upon the occurrence of a Triggering Event, and any holder of such
Rights will have no right to exercise such Rights.
If, following a Stock Acquisition Date, the Registrant is acquired in
a merger or other business combination in which the Common Stock does not remain
outstanding or is changed (other than a merger consummated pursuant to a
Qualifying Offer) or 50% of the assets or earning power of the Registrant and
its Subsidiaries (as defined in the Rights Agreement) (taken as a whole) is sold
or otherwise transferred to any person (other than the Registrant or any
Subsidiary of the Registrant) in one transaction or a series of related
transactions, the Rights will "flip-over" and entitle each holder of a Right,
except as provided in the preceding paragraph, to purchase, upon the exercise of
the Right at the then-current Purchase Price, that number of shares of common
stock of the acquiring company (or, in certain circumstances, are of its
affiliates) which at the time of such transaction would have a market value of
two times such Purchase Price.
The Purchase Price is subject to adjustment from time to time to
prevent dilution upon the (i) declaration of a dividend on the Preferred Stock
payable in shares of Preferred Stock, (ii) subdivision of the outstanding
Preferred Stock, (iii) combination of the outstanding Preferred Stock into a
smaller number of shares, (iv) issuance of any shares of the Registrant's
capital stock in a reclassification of the Preferred Stock (including any such
reclassification in connection with a consolidation or merger in which the
Registrant is the continuing or surviving corporation), (v) grant to holders of
the Preferred Stock of certain rights, options, or warrants to subscribe for
Preferred Stock or securities convertible into Preferred Stock at less than the
current market price of the Preferred Stock or (vi) distribution to holders of
the Preferred Stock of other evidences of indebtedness, cash (other than a
regular quarterly cash
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dividend payable out of the earnings or retained earnings of the Registrant),
subscription rights, warrants, or assets (other than a dividend payable in
Preferred Stock, but including any dividend payable in stock other than
Preferred Stock).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% of
the Purchase Price.
At any time until the earlier of (i) the close of business on the
tenth day following the Stock Acquisition Date (or if the Stock Acquisition Date
shall have occurred prior to the Record Date, the close of business on the tenth
day following the Record Date) or (ii) the Expiration Date, the Registrant may
redeem the Rights in whole, but not in part, at a price of $.01 per Right,
subject to adjustments. The Registrant may, at its option, pay the redemption
price in cash, shares of Common Stock (based on the current market price of the
Common Stock at the time of redemption) or any other form of consideration
deemed appropriate by the Board of Directors of the Registrant. Immediately upon
the action of the Registrant's Board of Directors ordering 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 applicable redemption price. In
addition, after a Triggering Event, at the election of the Board of Directors of
the Registrant, the outstanding Rights (other than those beneficially owned by
an Acquiring Person, Adverse Person or an affiliate or associate of an Acquiring
Person or Adverse Person) may be exchanged, in whole or in part, for shares of
Common Stock, or shares of preferred stock of the Registrant having essentially
the same value or economic rights as such shares of Common Stock. Immediately
upon the action of the Board of Directors of the Registrant authorizing any such
exchange, and without any further action or any notice, the Rights (other than
Rights which are not subject to such exchange) will terminate and such Rights
will only entitle holders to receive the shares issuable upon such exchange.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Registrant, including, without limitation, the
right to vote or to receive dividends. While the distribution of the Rights will
not be taxable to stockholders or to the Registrant, stockholders may, depending
upon the circumstances, recognize taxable income if the Rights become
exercisable for Common Stock (or other consideration) of the Registrant or for
common stock of the acquiring company as set forth above.
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At any time prior to the Distribution Date, the Registrant may,
without the approval of any holder of the Rights, supplement or amend any
provision of the Rights Agreement. Thereafter, the Rights Agreement may be
amended only (i) to cure ambiguities, (ii) to correct inconsistent provisions,
(iii) to shorten or lengthen any time period thereunder or (iv) in ways that do
not adversely affect the Rights holders (other than an Acquiring Person or
Adverse Person). From and after the Distribution Date, the Rights Agreement may
not be amended to lengthen (A) a time period relating to when the Rights may be
redeemed at such time as the Rights are not then redeemable or (B) any other
time period unless such lengthening is for the purpose of protecting, enhancing
or clarifying the rights of, and/or the benefits to, the holders of Rights
(other than an Acquiring Person or Adverse Person).
As of January 31, 1997, there were 7,956,264 shares of Common Stock
outstanding. Each outstanding share of Common Stock on the Record Date will
receive one Right. Until the Distribution Date, the Registrant will issue one
Right with each share of Common Stock that shall become outstanding so that all
such shares will have attached Rights. Thirty thousand (30,000) shares of
Preferred Stock have been reserved for issuance upon exercise of the Rights.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the
Registrant on terms not approved by the Registrant's Board of Directors. The
Rights should not interfere with any merger or other business combination
approved by the Board of Directors of the Registrant since the Board of
Directors may, at its option, at any time until ten days following the Stock
Acquisition Date, redeem all, but no less than all, of the then outstanding
Rights at the applicable redemption price.
The foregoing summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights Agreement
(which includes as Exhibit B the Form of Rights Certificate), a copy of which is
incorporated herein by reference to Exhibit 1 to this registration statement.
Copies of the Rights Agreement will be available free of charge from the
Registrant.
Item 2. EXHIBITS
The following documents are filed as exhibits to this registration
statement.
4.1* Rights Agreement, dated as of January 22, 1997, between the
Registrant and Harris Trust and Savings Bank, as Rights Agent, which
includes
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as Exhibit B thereto the Form of Rights Certificate, is hereby
incorporated by reference to Exhibit 4.1 of Registrant's Current
Report on Form 8-K filed with the Securities and Exchange Commission
on February 6, 1997.
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* Filed previously.
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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 amendment to be signed on its
behalf by the undersigned, thereto duly authorized.
TOKHEIM CORPORATION
(Registrant)
Date: June 27, 1997 By: /s/ Douglas K. Pinner
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Name: Douglas K. Pinner
Title: Chairman of the Board,
President and Chief
and Executive Officer
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EXHIBIT INDEX
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<CAPTION>
Exhibit Description
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<C> <S>
4.1* Rights Agreement, dated as of January 22, 1997, between the
Registrant and Harris Trust and Savings Bank, as Rights Agent,
which includes as Exhibit B thereto the Form of Rights
Certificate, is hereby incorporated by reference to Exhibit 4.1
of Registrant's Form 8-K filed with the Securities and Exchange
Commission on February 6, 1997.
</TABLE>
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* Filed previously.
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