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
SHELDAHL, INC.
(Exact name of registrant as specified in its charter)
Minnesota 41-0758073
(State of incorporation (I.R.S. Employer/Identification No.)
or organization)
1150 Sheldahl Road
Northfield, Minnesota 55057
(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
None None
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
(Title of Class)
Item 1. Description of Securities to be Registered.
On June 16, 1996, the Board of Directors of Sheldahl, Inc. (the
"Company") declared a dividend of one Right for each outstanding share
of the Company's Common Stock, par value $.25 per share (the "Common
Stock"), to the stockholders of record at the close of business on July 8,
1996 (the "Record Date"). Except as set forth below, each Right entitles
the registered holder to purchase from the Company one one-hundredth
(1/100) of a share of Series A Junior Participating Preferred Stock, par
value $1.00 per share (the "Preferred Stock"), at a price of $170 per one
one-hundredth of a share (the "Purchase Price"). The description and
terms of the Rights are set forth in a Rights Agreement dated as of
June 16, 1996 (the "Rights Agreement") between the Company and Norwest
Bank Minnesota, N.A., as Rights Agent.
Initially, the Rights will be attached implicitly to all Common Stock
certificates representing shares then outstanding, and no separate Right
certificates will be distributed. A Distribution Date for the Rights
will occur upon the earlier of ten days following (i) a public
announcement that, without the prior consent of the Board of Directors,
a person or group of affiliated or associated persons (an "Acquiring
Person") has acquired, or obtained the right to acquire, beneficial
ownership of voting securities having 15% or more of the voting power
of the Company (the "Stock Acquisition Date"), or (ii) the commencement
of (or a public announcement of an intention to make) a tender offer or
exchange offer which would result in any person or group and related
persons having beneficial ownership of voting securities having 15% or
more of the voting power of the Company.
Until the Distribution Date, the Rights will be transferred with and
only with Common Stock certificates. From as soon as practicable after
the Record Date and until the Distribution Date (or earlier redemption
or expiration of the Rights), new Common Stock certificates issued after
the Record Date upon transfer or new issuance of the Common Stock will
contain a notation incorporating the Rights Agreement by reference. Until
the Distribution Date (or earlier redemption or expiration of the
Rights), the surrender for transfer of any certificates for Common Stock
outstanding as of the Record Date 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 ("Rights Certificates") will
be mailed to holders of record of the Common Stock as of the close of
business on the Distribution Date, and the separate Rights Certificates
alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The
Rights will expire on June 16, 2006 unless earlier redeemed by the
Company as described below.
In the event that any person becomes the beneficial owner of 15% or
more of the voting power of the Company, ten (10) days thereafter (the
"Flip-In Event") each holder of a Right will thereafter have the right
to receive, upon exercise thereof at the then current Purchase Price of
the Right, Common Stock (or, in certain circumstances, a combination of
cash, other property, Common Stock or other securities) which has a value
of two times the Purchase Price of the Right (such right being called the
"Flip-In Right"). In the event that the Company is acquired in a merger
or other business combination transaction where the Company is not the
surviving corporation or in the event that 50% or more of its assets or
earning power is sold, proper provision shall be made so that each
holder of a Right will thereafter have the right to receive, upon the
exercise thereof at the then current Purchase Price of the Right, common
stock of the acquiring entity which has a value of two times the Purchase
Price of the Right. Upon the occurrence of the Flip-In Event, any Rights
that are or were at any time owned by an Acquiring Person shall become
null and void insofar as they relate to the Flip-In Right.
The Purchase Price payable, and the number of shares of Preferred
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 Preferred Stock, (ii) upon the grant to
holders of the Preferred Stock of certain rights or warrants to subscribe
for Preferred Stock or convertible securities at less than the current
market price of the Preferred Stock or (iii) upon the distribution to
holders of the Preferred Stock of evidences of indebtedness or assets
(excluding regular quarterly cash dividends) or of subscription rights
or warrants (other than those referred to above).
At any time after the acquisition by a person or group of affiliated
or associated persons of beneficial ownership of 15% or more of the voting
power of the Company and prior to the acquisition by such person or group
of 50% or more of the voting power of the Company, the Board of Directors
of the Company may exchange the Rights (other than Rights owned by such
person or group which have become void), in whole or in part, at an
exchange ratio of one share of Common Stock, or one one-hundredth of a
share of Preferred Stock (or of a share of a class or series of the
Company's preferred stock having equivalent rights, preferences and
privileges), per Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least
1% in the Purchase Price. No fractions of shares will be issued and,
in lieu thereof, an adjustment in cash will be made based on the market
price of the Preferred Stock on the last trading date prior to the date
of exercise.
At any time prior to the earlier to occur of (i) the tenth day after
the Stock Acquisition Date, or (ii) the expiration of the Rights, the
Company may redeem the Rights in whole, but not in part, at a price of
$.001 per Right (the "Redemption Price"), which redemption shall be
effective at such time as the Board of Directors shall establish.
Additionally, the Continuing Directors may, following the Stock
Acquisition Date, redeem the then outstanding Rights in whole, but not
in part, at the Redemption Price provided that either (a) the Acquiring
Person reduces his beneficial ownership to less than 15% of the voting
power of the Company in a manner which is satisfactory to the Continuing
Directors and there are no other Acquiring Persons, or (b) such
redemption is incidental to a merger or other business combination
transaction or series of transactions involving the Company but not
involving an Acquiring Person or any person who was an Acquiring Person.
The redemption of Rights described in the preceding sentence shall be
effective only after ten (10) business days prior notice. Upon the
effective date of the 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 Redemption Price.
Until a Right is exercised, it will not entitle the holder to any
rights as a stockholder of the Company (other than those as an existing
stockholder), including, without limitation, the right to vote or to
receive dividends.
The terms of the Rights may be amended by the Board of Directors
of the Company (i) prior to the Distribution Date in any manner, and
(ii) on or after the Distribution Date to cure any ambiguity, to correct
or supplement any provision of the Rights Agreement which may be
defective or inconsistent with any other provisions, or in any manner
not adversely affecting the interests of the holders of the Rights.
As of June 16, 1996, there were 8,911,010 shares of Common Stock
issued and outstanding and 972,595 shares reserved for issuance pursuant
to the exercise of outstanding stock options. Each outstanding share of
Common Stock on July 8, 1996 will receive one Right. As long as the
Rights are attached to the Common Stock, the Company will issue one Right
for each share of Common Stock issued between the Record Date and the
Distribution Date so that all such shares will have attached Rights.
There will be 150,000 shares of Preferred Stock reserved for issuance
upon exercise of the Rights.
The Rights Agreement is designed to protect shareholders in the event
of an unsolicited attempt to acquire the Company for an inadequate price
and to protect against abusive practices that do not treat all
shareholders equally, including partial and two-tier tender offers,
coercive offers, and creeping stock accumulation programs. Such
practices can pressure shareholders into tendering their investments
prior to realizing the full value or total potential of such investments.
The Rights Agreement is intended to make the cost of such abusive
practices prohibitive and create an incentive for a potential acquiror
to negotiate in good faith with the Board. The Rights Agreement is not
intended to, and will not, prevent all unsolicited offers to acquire the
Company. If an unsolicited offer is made, and the Board determines that
it is fair and in the best interests of the Company and its shareholders,
then, pursuant to the terms of the Rights Agreement, the Board has the
authority to redeem the Rights and permit the offer to proceed.
Essentially, the Rights Agreement will provide the Board with sufficient
opportunity to evaluate the fairness of any unsolicited offer and the
credibility of the bidder, and will therefore enable the Board to
represent the interests of all shareholders more effectively. Of
course, in deciding whether to redeem the Rights in connection with any
unsolicited offer, the Board will be bound by its fiduciary obligations
to act in the best interests of the Company and its shareholders.
The form of Rights Agreement between the Company and the Rights Agent
specifying the terms of the Rights, which includes as Exhibit B the
form of Rights Certificate, is attached hereto as Exhibit 1 and is
incorporated herein by reference. The foregoing description of the
Rights does not purport to be complete and is qualified in its entirety
by reference to such Exhibit.
Item 2. Exhibits.
Exhibit 1:
Form of Rights Agreement dated as of June 16, 1996 between Sheldahl,
Inc. and Norwest Bank Minnesota, National Association, which includes
as Exhibit B thereto the form of Rights Certificate. Pursuant to the
Rights Agreement, Rights Certificates will not be mailed until after
the earlier of (i) the tenth day after the Stock Acquisition Date,
or (ii) the tenth day after the date of the commencement of, or first
public announcement of the intent to commence, a tender or exchange
offer by any person or group of affiliated or associated persons if,
upon consummation thereof, such person or group would be the
beneficial owner of 15% or more of the voting power of the Company.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
SHELDAHL, INC
Dated: June 20, 1996
/s/ James E. Donaghy
James E. Donaghy, Chief Executive Officer