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 (Date of earliest event reported) July 23, 1997
Integrated Technology USA, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 001-12127 22-3136782
(State or Other (Commission File number) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
107 West Tryon Avenue 07666
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (201) 837-8000
Item 5. Other Events
Adoption of Rights Plan
On July 23, 1997, the Board of Directors of Integrated
Technology USA, Inc. (the "Company") declared a dividend distribution of one
Right for each outstanding share of common stock, par value $.01 per share, of
the Company ("Common Stock"). The dividend is payable to holders of record of
Common Stock at the close of business on August 4, 1997. Except as described
below, each Right, when it becomes exercisable, entitles the registered holder
to purchase from the Company one-quarter of one share of Common Stock at a price
of $1.50 (the "Purchase Price"). The description and terms of the Rights are set
forth in a Rights Agreement (the "Rights Agreement") between the Company and
American Stock Transfer & Trust Co., as Rights Agent.
Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate Rights
Certificate will be distributed. The Rights will separate from the Common Stock
and a Distribution Date will occur upon the earlier of (i) 10 days following a
public announcement that, subject to certain exceptions set forth in the Rights
Plan, a person or group of affiliated or associated persons (an "Acquiring
Person") has acquired, or obtained the right to acquire, beneficial ownership of
15% or more (25% in the case of a person that is currently a 15% holder) of the
outstanding shares of Common Stock (the "Stock Accusation Date") or (ii) 10
business days 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. Until the Distribution Date, (i) the Rights
will be evidenced by the Common Stock certificates and will be transferred with
and only with such Common Stock certificates, (ii) new Common Stock certificates
issued after July 23, 1997 or new issuances 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 are not exercisable until the Distribution Date and
will expire at the close of business on July 23, 2007, unless earlier redeemed
or extended 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 Stock as of the
close of business on the Distribution Date and, thereafter, the separate Rights
Certificates alone will represent the Rights. Shares of Common Stock issued
after the
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Distribution Date will be issued with Rights if such shares are issued pursuant
to the exercise of stock options or under an employee benefit plan, or upon the
conversion of securities issued after adoption of the Rights Agreement. Except
as otherwise determined by the Board of Directors, no other shares of Common
Stock issued after the Distribution Date will be issued with Rights.
In the event that a Person becomes an Acquiring Person (unless
such acquisition is made pursuant to a tender or exchange offer for all
outstanding shares of the Company, at a price determined by a majority of the
independent Directors of the Company who are not representatives, nominees,
Affiliates or Associates of an Acquiring Person, after receiving advice from one
or more investment banking firms, to be fair and otherwise in the best interest
of the company and its stockholders), each holder of a Right will thereafter
have the right to receive, upon exercise, Common Stock (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. The Exercise Price is
the Purchase Price times the number of shares of Common Stock associated with
each Right (initially, one-quarter of one share). Notwithstanding any of the
foregoing, following the occurrence of any of the events 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 any of
the events set forth above until such time as the Rights are no longer
redeemable by the Company as set forth below.
In the event that following the Stock Acquisition Date, (i)
the Company is acquired in a merger or consolidation in which the Company is not
the surviving corporation (other than a merger that follows a tender offer
determined to be fair to the stockholders of the Company, as described in the
preceding paragraph) or (ii) 50% or more of the Company's assets or earning
power is sold or transferred, each holder of a Right (except Rights which have
previously been voided as set forth above) shall thereafter have the right to
receive, upon exercise of the Right, common stock of the acquiring company
having a value equal to two times the Exercise Price of the Right.
The Purchase Price payable, and the number of shares of Common
Stock or other securities or property issuable upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution as provided in the
Rights Agreement. No fractional shares of Common Stock 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.
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At any time until 10 days following the Stock Acquisition
Date, the Company may redeem the Rights in whole, but not in part, at a price of
one-eighth of a cent per Right. 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 redemption price. The
foregoing notwithstanding, the Rights generally may not be redeemed for one
hundred eighty (180) days following a change in a majority of the Board as a
result of a proxy contest.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder 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 stockholders or to the Company, stockholders may,
depending upon the circumstances, recognize taxable income in the event that the
Rights become exercisable for Common Stock (or other consideration) of the
Company as set forth above.
The Rights Agreement may be amended by the Board of Directors
of the Company to the extent provided in the Rights Agreement.
The Rights Agreement, dated as of July 23, 1997, between the
Company and American Stock Transfer & Trust Co., as Rights Agent, specifying the
terms of the Rights is attached hereto as an exhibit and are incorporated herein
by reference. The foregoing description of the Rights is qualified in its
entirety by reference to such exhibits.
Item 7.
(c) Exhibits
4 Form of Rights Agreement, dated as of July 23, 1997,
between Integrated Technology USA, Inc. and American
Stock Transfer & Trust Co., as Rights Agent, including
all exhibits thereto.
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SIGNATURES
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 on this 24th day of July, 1997.
INTEGRATED TECHNOLOGY USA, INC.
By: /s/ Barry L. Eisenberg
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Name: Barry L. Eisenberg
Title: Secretary and Treasurer
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