UNITED STATES
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
R. G. BARRY CORPORATION
(Exact name of registrant as specified in its charter)
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| Ohio | | 31-4362899 |
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| (State of incorporation or organization) | | (I.R.S Employer Identification No.) |
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| 13405 Yarmouth Road, N.W. Pickerington, Ohio | | 43147 |
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| (Address of principal executive offices) | | (Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Name of each exchange on which each |
| to be so registered | | class is to be registered |
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| Series II Junior Participating | | The NASDAQ Stock Market LLC |
| Class A Preferred Shares, | | |
| Par Value $1.00 per share | | |
If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box:þ
If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box:o
Securities Act registration statement file number to which this Form relates:Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:None
Item 1. Description of Registrant’s Securities to be Registered
On May 1, 2009, the Board of Directors of R. G. Barry Corporation (the “Company”) declared a dividend distribution of one Right for each outstanding Common Share of the Company to shareholders of record at the Close of Business on May 15, 2009. Each Right entitles the registered holder to purchase from the Company a unit consisting of one one-hundredth (1/100) of a share (a “Unit”) of Series II Junior Participating Class A Preferred Shares, par value $1.00 per share (the “Preferred Shares”) at a Purchase Price of $25.00 per Unit, subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the “Rights Agreement”) between the Company and The Bank of New York Mellon, as Rights Agent.
Initially, the Rights will be attached to all certificates representing the Company’s common shares, par value $1.00 per share (the “Common Shares”) then outstanding (or, in the case of uncertificated Common Shares, by the book-entry account that evidences record ownership of such shares), and no separate Rights certificates will be distributed. The Rights will separate from the Common Shares and a “Distribution Date” will occur upon the earlier of (i) 10 business days 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 (the “Share Acquisition Date‘), other than as a result of repurchases of stock by Company or certain inadvertent actions by institutional or certain other shareholders, or (ii) 10 business days (or such later date as the Board 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 the outstanding Common Shares. Until the Distribution Date, (i) the Rights will be evidenced by the Common Share certificates and will be transferred with and only with such Common Share certificates, (ii) new Common Share certificates issued after the Record Date will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any certificates for Common Shares outstanding will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate.
The Rights are not exercisable until the Distribution Date and will expire at the Close of Business on May 1, 2014, unless earlier redeemed or exchanged by the Company as described below.
As soon as practicable after the Distribution Date, Rights certificates will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and, thereafter, the separate Rights certificates alone will represent the Rights. Except as otherwise determined by the Board of Directors, only shares of Common Shares issued prior to the Distribution Date will be issued with Rights.
In the event that a Person becomes the beneficial owner of 15% or more of the then outstanding Common Shares, each holder of a Right will thereafter have the right to receive, upon exercise, Common Shares (or, in certain circumstances, cash, property or other securities of the Company) having a value equal to two times the exercise price of the Right. Notwithstanding any of the foregoing, following the occurrence of the event set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void. However, Rights are not exercisable following the occurrence of the event set forth above until such time as the Rights are no longer redeemable by the Company as set forth below.
For example, at an exercise price of $25.00 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following an event set forth in the preceding paragraph would entitle its holder to purchase $50.00 worth of Common Shares (or other consideration, as noted above) for $25.00. Assuming that the Common Shares had a per share value of $12.50 at such time, the holder of each valid Right would be entitled to purchase four Common Shares for $25.00.
In the event that, at any time following the Share Acquisition Date, (i) the Company is acquired in a merger or other business combination transaction in which the Company is not the surviving corporation, or (ii) 50% or more of the Company’s assets, cash flow or earning power is sold or transferred, each holder of a Right (except Rights which previously have been voided as set forth above) shall thereafter have the right to receive, upon exercise, common shares of the acquiring company having a value equal to two times the exercise price of the Right. The events set forth in this paragraph and in the second preceding paragraph are referred to as the “Triggering Events.”
At any time until 10 business days following the Share Acquisition Date, the Company may redeem the Rights in whole, but not in part, at a price of $.01 per Right (payable in cash, Common Shares or other consideration deemed appropriate by the Board of Directors). Immediately upon the action of the Board of Directors ordering redemption of the Rights, the Rights will terminate and the only right of the holders of Rights will be to receive the $.01 redemption price. The Board of Directors may also exchange the Rights at a ratio of one Common Share or one one-hundredth of a Preferred Share per Right (subject to adjustment).
Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will not be taxable to shareholders or to the Company, shareholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for Common Shares (or other consideration) of the Company or for common shares of the acquiring company as set forth above.
Any of the provisions of the Rights Agreement may be amended by the Board of Directors of the Company prior to the Distribution Date. After the Distribution Date, the provisions of the Rights Agreement may be amended by the Board in order to cure any ambiguity, to make changes which do not adversely affect the interests of holders of Rights, or to shorten or lengthen any time period under the Rights Agreement; provided, however, that no amendment may be made at such time as the Rights are not redeemable.
The foregoing summary of the principal terms of the Rights Agreement is a general description only and is qualified in its entirety by reference to the full text of the Rights Agreement, a copy of which is attached as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 4, 2009, and which is incorporated herein by reference. Capitalized terms used but not otherwise defined herein will have meanings given to such terms in the Rights Agreement.
Item 2. Exhibits
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| Exhibit No. | | Description | | Location |
| 3.1 | | Articles of Incorporation of Registrant (reflecting all amendments other than Certificate of Amendment filed May 1, 2009) [for purposes of SEC reporting compliance only — not filed with the Ohio Secretary of State] | | Incorporated herein by reference to Exhibit 3(a)(8) to Registrant’s Annual Report on Form 10-K for the fiscal year ended January 3, 1998 (File No. 001-08769) |
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| 3.2 | | Code of Regulations of Registrant | | Incorporated herein by reference to Exhibit 3.2 to Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended July 3, 2004 (File No. 001-08769) |
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| 3.3 | | Certificate of Amendment by Directors of Registrant to the Articles of Incorporation of Registrant Authorizing Series II Junior Participating Class A Preferred Shares (as filed with the Ohio Secretary of State on May 1, 2009) | | Incorporated herein by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K dated May 1, 2009 and filed May 4, 2009 (File No. 001-08769) |
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| 4.1 | | Rights Agreement dated as of May 1, 2009, between Registrant and The Bank of New York Mellon, as Rights Agent, including the Form of Rights Certificate and the Summary of Rights to Purchase Preferred Shares. | | Incorporated herein by reference to Exhibit 4.1 to Registrant’s Current Report on Form 8-K dated May 1, 2009 and filed May 4, 2009 (File No. 001-08769) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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R.G. BARRY CORPORATION
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| Date: May 4, 2009 | By: | /s/ Jose G. Ibarra | |
| | | Jose G. Ibarra | |
| | | Senior Vice President — Finance, Chief Financial
Officer and Secretary | |
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