SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: November 8, 1994
(Date of earliest event reported)
INSTRUMENT SYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-6620 11-1893410
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
100 Jericho Quadrangle, Jericho, New York 11753
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (516) 938-5544
(Former name of former address, if changed since last report.)
ITEM 5. OTHER EVENTS
(a) On April 2, 1986, the Board of Directors of Instrument Systems
Corporation (the "Company") declared a dividend distribution of one common stock
purchase right (the "Rights") for each outstanding share of Common Stock, $.25
par value (the "Common Stock") of the Company. The distribution was payable on
May 2, 1986 to the shareholders of record on May 2, 1986. Once exercisable,
each Right entitles the registered holder thereof to purchase from the Company
one-half (1/2) share of the Common Stock at an exercise price of $6.00 per
one-half of a share (the "Purchase Price"), subject to adjustment. The
description and terms of the Rights are set forth in a Rights Agreement, as
amended (the "Rights Agreement") between the Company and American Stock Transfer
Company, as Rights Agent (the "Rights Agent"). On November 8, 1994, the Company
and the Rights Agent entered into an Amendment, dated as of November 8, 1994, to
the Rights Agreement (the "Amendment"), a copy of which is filed as Exhibit 4
hereto and is hereby incorporated herein by reference.
Until the earlier to occur of (i) ten days following a public announcement
that a person or group of affiliated or associated persons (an "Acquiring
Person") acquired, or obtained the right to acquire, beneficial ownership of 15%
or more of the outstanding shares of the Common Stock or (ii) ten business days
(or such later date as may be determined by action of the Board of Directors
prior to such time as any person becomes an Acquiring Person) following the
commencement, or announcement of an intention to make, a tender offer or
exchange offer by a person (other than the Company, any wholly-owned subsidiary
of the Company or certain employee benefit plans) which, if consummated, would
result in such person becoming an Acquiring Person (the earlier of the dates
being called the "Distribution Date"), the Rights will be evidenced by the
Common Stock certificate with a copy of a Summary of Rights attached hereto.
The Rights Agreement provides that, until the Distribution Date, the Rights will
be transferred with and only with the Common Stock. Until the Distribution Date
(or earlier redemption or expiration of the Rights), new Common Stock
certificates issued after May 2, 1986 upon transfer or new issuance of the
Common Stock will contain a notation incorporating the Rights Agreement by
reference. In certain circumstances, shares of Common Stock issued after the
Distribution Date will be accompanied by Rights. Until the Distribution Date
(or earlier redemption or expiration of the Rights), the surrender for transfer
of any of the Common Stock certificates outstanding, even without a copy of 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
Common Stock as of the close of business on the Distribution Date and such
separate Right Certificates alone will evidence the Rights. No less than two
Rights, and only integral multiples of two Rights, may be exercised at any one
time by any holder of Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on May 2, 1996, unless earlier redeemed by the Company as described
below.
The Purchase Price payable, and the number of halves of shares of the
Common 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 Common Stock, (ii) upon the grant holders of the Common
Stock of certain rights or warrants to subscribe for shares of the Common Stock
or convertible securities at less than the current market price of the Common
Stock or (iii) upon the distribution to holders of the Common Stock of evidences
of indebtedness or assets (excluding regular periodic cash dividends out of
earnings or retained earnings at a rate not in excess of 125% of the rate of the
last cash dividend theretofore paid or dividends payable in the Common Stock) or
of subscription rights or warrants (other than those referred to above).
In the event that after the Distribution Date the Company were acquired in
a merger or other business combination transaction or that 50% or more of its
assets or earning power were sold, proper provision is to be made so that each
holder of a Right, other than Rights that were or are beneficially owned by the
Acquiring Person (which will thereafter be void), shall thereafter have the
right to receive, upon the exercise thereof at the then current Purchase Price
of the Right, that number of shares of common stock of the acquiring company
which at the time of such transaction would have a market value of two times the
Purchase Price of the Right. In the event that at any time any person shall
become an Acquiring Person, proper provision shall be made so that each holder
of a Right, other than Rights that were or are beneficially owned by the
Acquiring Person (which will thereafter be void), shall thereafter have the
right to receive, upon the exercise thereof at the then current Purchase Price,
that number of shares of the Common Stock which at the time of such transaction
would have a market value of two times the exercise price of the Right.
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. No fractional shares will be issued and, in lieu thereof,
an adjustment in cash will be made based on the market price of the Common Stock
on the last trading date prior to the date of exercise. No less than two
Rights, and only integral multiples of two Rights, may be exercised at any time
and no Rights may be exercised that would entitle the holder thereof to any
fractional share greater than one-half of a share unless concurrently therewith
such holder purchases an additional fraction of a share which, when added to the
number of shares to be received upon such exercise, equals an integral number of
shares.
At any time prior to the time at which a person or group or affiliated or
associated persons has acquired beneficial ownership of 15% or more of the
outstanding shares of the Common Stock of the Company (the "Shares Acquisition
Date"), the Board of Directors of the Company may redeem the Rights in whole,
but not in part, at a price of $.01 per Right (the "Redemption Price").
Immediately upon the action of the Board of Directors of the Company electing to
redeem the Rights, the Company shall make announcement thereof, and upon such
election, the right to exercise the Rights will terminate and the only right of
the holders of Rights will be to receive the Redemption Price. In addition, the
Rights Agreement permits the Board of Directors, following the acquisition by a
person or group of beneficial ownership of 15% or more of the Common Stock (but
before an acquisition of 50% or more of the Common Stock), to exchange the
Rights (other than Rights owned by such 15% person or group), in whole or in
part, for Common Stock, at an exchange ratio of one share of Common Stock per
Right.
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.
The provisions of the Rights Agreement may be amended by the Board of
Directors in order to cure any ambiguity or correct any defect or inconsistency
and by the Continuing Directors (as defined in the Rights Agreement), prior to
the Distribution Date, to make changes deemed to be in the best interests of the
holders of the Rights or, after the Distribution Date, to make such other
changes which do not adversely affect the interests of the holders of the Rights
(excluding the interests of any Acquiring Person and its Affiliates and
Associates).
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person who attempts to acquire the Company without the
consent of the Board of Directors. The Rights will not affect a transaction
approved by the Company prior to the existence of an Acquiring Person, because
the Rights can be redeemed before the consummation of such transaction.
The Rights Agreement and the Amendment are attached hereto as exhibits and
are incorporated herein by reference. The foregoing description of the Rights
is qualified by reference to such exhibits.
(b) The Company also amended its By-Laws to require stockholders, among
other things, to give advance notice prior to proposing any business to be acted
upon at a meeting of shareholders or prior to nominating persons for election as
directors. A copy of the Company's By-Laws as amended through November 8, 1994
is attached as Exhibit 3 and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
3 By-Laws of Instrument Systems Corporation, as amended, through
November 8, 1994.
4 Form of Rights Agreement dated as of April 2, 1986 between
Instrument Systems Corporation and American Stock Transfer &
Trust Company, as Rights Agent (previously filed as an
exhibit to the Registration Statement on Form 8-A, dated
January 19, 1993, with respect to the Rights).
4.1 Form of Amendment to the Rights Agreement dated as of
November 8, 1994, between Instrument Systems Corporation and
American Stock Transfer & Trust Company, as Rights Agent.
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 of the
undersigned thereunto duly authorized.
Dated: November 21, 1994
INSTRUMENT SYSTEMS CORPORATION
By: Patrick Alesia
----------------------------
Patrick Alesia
Vice President and Treasurer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
3 By-Laws of Instrument Systems Corporation, as amended,
through November 8, 1994.
4 Rights Agreement dated as of April 2, 1986 between Instrument Systems
Corporation and American Stock Transfer & Trust Company, as Rights
Agent (previously filed as an exhibit to the Registration Statement
on Form 8-A, dated January 19, 1993, with respect to the Rights).
4.1 Form of Amendment to the Rights Agreement dated as of November 8,
1994, between Instrument Systems Corporation and American Stock
Transfer & Trust Company, as Rights Agent.