SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 8-A/A
Amendment No. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PARK ELECTROCHEMICAL CORP.
(Exact name of registrant as specified in its charter)
New York 11-734643
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
5 Dakota Drive
Lake Success, New York 11042
(Address of principal executive offices) Zip Code
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 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
Preference Share Purchase Rights New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Park Electrochemical Corp., a New York corporation (the "Company"),
hereby amends the following items of its Registration Statement on
Form 8-A filed February 15, 1989.
Item 1. Description of Registrant's Securities to be Registered
The Board of Directors of the Company has effected a
distribution of one preferred stock purchase right (collectively,
the "Rights") per outstanding share of Common Stock of the Company,
$.10 par value per share (the "Common Stock"), held of record on
February 15, 1989 or issued thereafter and prior to the
Distribution Date (as defined below). The terms of the Rights have
been amended effective July 12, 1995. Each Right entitles the
holder thereof to purchase from the Company one one-hundredth
(1/100th) of a share of a new series of Preferred Stock of the
Company, $1.00 par value per share, designated as Series A
Preferred Stock (the "Preferred Stock"), at a price of $150.00 (the
"Purchase Price") per each one one-hundredth of a share, subject to
adjustment. The description and terms of the Rights are set forth
in an Amended and Restated Rights Agreement, dated as of July 12,
1995 (the "Rights Agreement") between the Company and Registrar &
Transfer Company, as Rights Agent (the "Rights Agent").
Capitalized terms used but not defined herein shall have the
respective meanings assigned such terms in the Rights Agreement.
A copy of the Rights Agreement may be obtained by
shareholders of the Company free of charge from the Company by
written request to Park Electrochemical Corp., 5 Dakota Drive, Lake
Success, New York 11042. This summary description of the Rights
does not purport to be complete and is qualified in its entirety by
reference to the Rights Agreement, which is incorporated herein by
reference.
Until the Distribution Date, the Rights shall not be
exercisable and shall be evidenced only by certificates
representing shares of Common Stock. The term "Distribution Date"
means the earlier of (i) the tenth day after the date of the first
public announcement by the Company or a Person that such Person,
other than the Company, any Subsidiary of the Company, any employee
benefit plan of the Company or any Share Affiliate (unless such
Share Affiliate becomes the Beneficial owner of more than 25% of
the shares of Common Stock then outstanding) alone or together with
Affiliates and Associates (an "Acquiring Person"), has become the
beneficial owner of 15% (or 25% in certain cases) or more of the
then outstanding shares of Common Stock or (ii) the tenth Business
Day (or such later date as may be determined by the Board of
Directors prior to such time as any Person becomes an Acquiring
Person) after the date of the commencement of, or public
announcement of the intent to commence, a tender or exchange offer
by any Person, other than the Company, any Subsidiary of the
Company, any employee benefit plan of the company or any Subsidiary
of the Company or any Shore Affiliate, for 15% or more of the then
outstanding shares of Common Stock. "Shore Affiliate" is defined
as Mr. Jerry Shore, his estate, any trust or foundation created by
him to hold any of his shares of Common Stock, any of his lineal
descendants and any transferee of shares of Common Stock owned by
Jerry Shore by will or pursuant to the laws of descent and
distribution or any corporation, partnership or other entity which
is an Affiliate of Jerry Shore or his estate or of any such trust,
foundation, lineal descendent or transferee by reason of the
control of such corporation, partnership or other entity by Jerry
Shore or his estate or any one or more of such trusts, foundations,
lineal descendants or transferees.
The Rights Agreement may be amended in such a manner as
the Board of Directors and Rights Agent may deem necessary or
desirable so long as the interests of the holders of the Rights are
not materially adversely affected, as determined in good faith by
the Board of Directors.
Until the Distribution Date, the Rights will be evidenced
by the certificates for Common Stock and will be transferable only
in connection with the transfer of the Common Stock. As soon as
practicable after the Distribution Date, separate certificates
evidencing the Rights (the "Rights Certificates") shall be mailed
to holders of record of the Common Stock as of the close of
business on the Distribution Date and such separate certificates
alone shall evidence the Rights.
The Rights (and the Rights Certificates, if issued) shall
expire on July 12, 2005 (the "Final Expiration Date"), unless
earlier redeemed or exchanged by the Company as described below.
After the Distribution Date, the registered holder of any Rights
Certificate may exercise the Rights evidenced thereby to acquire
shares of Preferred Stock upon surrender of the Rights Certificate,
with the form of election to purchase on the reverse side thereof
duly executed, to the Rights Agent, together with payment of the
Purchase Price for each one one-hundredth of a share of Preferred
Stock for which such Rights are being exercised. The Rights must
be exercised prior to the earliest of the Final Expiration Date or
the date on which the Rights are redeemed or exchanged.
Upon liquidation, dissolution or winding up of the
Company, the holders of the Preferred Stock shall receive an amount
equal to accrued and unpaid dividends plus an amount equal to the
greater of (i) $100 per share of Preferred Stock or (ii) an
aggregate amount per share equal to 100 times the aggregate amount
distributable per share with respect to the Common Stock, before
any distribution is made to holders of shares of stock ranking
junior to the Preferred Stock. Dividends on outstanding shares of
Preferred Stock shall be payable quarterly, on a cumulative basis,
at the annual rate of 5% per annum (calculated as a percent of the
liquidation value per share of $100), in cash. Unpaid dividends
shall cumulate and be compounded quarterly. The Preferred Stock
may not be redeemed by the Company. The Preferred Stock shall not
have voting rights except as required by law.
The Purchase Price and the number of shares of Preferred
Stock issuable upon exercise of the Rights are subject to
adjustment from time to time in the event, among other things, of
the subdivision, combination or reclassification of the Preferred
Stock or the Common Stock.
In the event that after a Person becomes an Acquiring
Person, (a) the Company shall, or shall agree or become obligated
to, consolidate with or merge with or into any other Person, (b)
any Person shall, or shall agree or become obligated to,
consolidate with or merge with or into the Company, whether or not
the Company's securities remain outstanding and unchanged thereby,
or (c) the Company or any of its subsidiaries shall, or shall agree
or become obligated to, sell or otherwise transfer more than 50% of
the assets of the Company and its subsidiaries (taken as a whole)
or assets which, during any of the immediately preceding three
fiscal years, accounted for more than 50% of the net profits or
more than 50% of the gross revenue of the Company and its
subsidiaries (taken as a whole) to any Person, other than the
Company or one or more of its wholly-owned subsidiaries, then,
should any of the events described in (a) through (c) occur, to the
extent permitted by applicable law, the Company will take such
action as will be necessary to ensure, and will not enter into or
consummate any such merger, consolidation, sale, transfer or other
transaction which does not provide, that each holder of a Right,
other than Rights of an Acquiring Person (which will have become
void), shall have the right to receive, upon the exercise thereof
at a price equal to the then current Purchase Price multiplied by
the number of one one-hundredths of a share of Preferred Stock for
which a Right is then exercisable, and in lieu of shares of
Preferred Stock, such number of shares of Common Stock of the other
party to the transaction (or, in certain instances, of the survivor
of a merger or consolidation) as shall equal the result obtained by
(A) multiplying the then current Purchase Price by the number of
one one-hundredths of a share of Preferred Stock for which a Right
is then exercisable and dividing that product by (B) 50% of the
then current per share market price of the shares of Common Stock
of the other party. In the event that any Person should become an
Acquiring Person, each holder of a Right shall thereafter have a
right to receive, upon exercise thereof at a price equal to the
then current Purchase Price multiplied by the number of one
one-hundredths of a share of Preferred Stock for which a Right is
then exercisable, and in lieu of shares of Preferred Stock, such
number of shares of Common Stock of the Company as shall equal the
result obtained by (x) multiplying the then current Purchase Price
by the number of one one-hundredths of a share of Preferred Stock
for which a Right is then exercisable and dividing that product by
(y) 50% of the then current per share market price of the Common
Stock of the Company. Each Right is exercisable once only, with
such exercise, depending upon the conditions and circumstances
existing at such time, for the purpose of acquiring either shares
of Preferred Stock or the other shares, as the case may be. After
Rights Certificates have been issued, exercise of the Rights to
acquire shares of Preferred Stock or for any other purpose requires
surrender of the Rights Certificates and other documents, and the
taking of the other action, called for by the Rights Agreement.
The Company may, at its option, upon action of the Board
of Directors, at any time prior to such time as any Person becomes
an Acquiring Person, redeem all but not less than all the Rights at
a price of $.01 per Right. The redemption of the Rights by the
Board of Directors may be made effective at such time, on such
basis and with such conditions as the Board of Directors in its
sole discretion may establish. Except as otherwise required by
law, immediately upon the action of the Board of Directors ordering
the redemption of the Rights, evidence of which shall have been
filed with the Rights Agent, and without any further action and
without any notice, the right to exercise the Rights shall
terminate and the only right thereafter of the holders of Rights
shall be to receive the price to be paid on redemption. Within 15
days of the action of the Board of Directors ordering redemption of
the Rights, the Company shall give notice of such redemption, by
mail, to all holders of the then outstanding Rights at their last
known addresses as they appear on the registry books of the Rights
Agent, or, prior to the Distribution Date, on the registry books of
the transfer agent for the Common Stock.
The Board of Directors may, at its option, at any time
after any Person becomes an Acquiring Person and before any Person
(other than the Company or any Subsidiary of the Company or any
employee benefit plan of them or any Shore Affiliate), together
with all its Affiliates and Associates, becomes the beneficial
owner of 50% or more of the Common Stock of the Company then
outstanding, exchange all or part of the then outstanding and
exercisable Rights (which shall not include Rights that have become
void) for Common Stock at an exchange ratio of one share of Common
Stock per Right.
Neither the Rights nor the Rights Certificates,
themselves, confer upon a holder thereof, as such, any rights as a
stockholder of the Company, including, without limitation, the
right to vote or to receive dividends. At no time shall the holder
of a Right or a Rights Certificate have any rights other than as
specifically set forth in the Rights Agreement.
Item 2. Exhibits
(1) Amended and Restated Rights Agreement, dated as of July
12, 1995, between Park Electrochemical Corp. and Registrar &
Transfer Company, as Rights Agent. The Rights Agreement includes
the form of Certificate of Amendment of the Certificate of
Incorporation of the registrant setting forth the terms of the
Series A Preferred Stock, $1.00 par value per share, as Exhibit A
thereto, and the form of Rights Certificate, as Exhibit B thereto.
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, thereunto duly authorized.
Date: August 7, 1995
PARK ELECTROCHEMICAL CORP.
By:________________________
Brian Shore
Executive Vice President
EXHIBIT INDEX
No. Description
1 Amended and Restated Rights Agreement, dated as of July
12, 1995, between Park Electrochemical Corp. and
Registrar & Transfer Company, as Rights Agent. The
Rights Agreement includes the form of Certificate of
Amendment of the Certificate of Incorporation of the
Registrant setting forth the terms of the Series A
Preferred Stock, $1.00 par value per share, as Exhibit A
thereto, and the form of Rights Certificate, as Exhibit
B thereto.