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):
December 18, 1996
Uniroyal Technology Corporation
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State of Jurisdiction of Incorporation)
0-20686 65-0341868
(Commission File (I.R.S. Employer
Number) Identification Number)
Two North Tamiami Trail, Suite 900
Sarasota, Florida 34236
(Address of Principal Executive Offices) (Zip Code)
(941) 366-2100
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Item 1. Changes in Control of Registrant
Not Applicable.
Item 2. Acquisition or Disposition of Assets
Not Applicable.
Item 3. Bankruptcy or Receivership
Not Applicable.
Item 4. Changes in Registrant's Certifying Accountant
Not Applicable.
Item 5. Other Events
(a)The attached Press Release of Uniroyal Technology Corporation, dated
December 18, 1996, is incorporated by reference herein.
(b)Rights Agreement between Uniroyal Technology Corporation and The
Bank of New York.
On December 18, 1996, the Board of Directors of Uniroyal
Technology Corporation, a Delaware corporation (the "Company"), declared a
dividend distribution of one Right for each outstanding share of common stock,
$.01 par value (the "Common Stock"), of the Company, to stockholders of record
at the close of business on December 30, 1996 (the "Record Date"). Each Right
entitles the record holder to purchase from the Company one one
hundred-thousandth of a share ("Preferred Stock Fraction") of the Company's
Series C Junior Participating Preferred Stock, $.01 pa r value (the "Preferred
Stock") at a price of $17.00 (the "Purchase Price"), subject to adjustment in
certain circumstances. Except as otherwise provided in the Rights Agreement, the
Purchase Price may be paid, at the election of the registered holder, in cash or
by certified bank check or money order payable to the order of the Company. The
description and terms of the Rights are set forth in a Rights Agreement, dated
as of December 18, 1996 (as it may be amended, modified or supplemented from
time to time, the "Rights Agreement"), between the Company and The Bank of New
York, as Rights Agent.
Initially, the Rights will be attached to the certificates
representing outstanding shares of Common Stock, and no Rights Certificates will
be distributed. The Rights will separate from the Common Stock and a
"Distribution Date" will occur upon the earlier of (i) the close of business on
the tenth day after the date (the "Stock Acquisition Date") of a public
announcement that 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 of the outstanding shares of Common Stock, or (ii) the
close of business on the tenth Business Day (or such later date as may be
determined by the Company's Board of Directors prior to such time as any person
becomes an Acquiring Person) after the commencement of a tender offer or
exchange offer if, upon consummation thereof, the person or group making such
offer would be the beneficial owner of 15% or more of the 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 the
Record Date 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. As soon as practicable
following 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, such separate Rights Certificates alone will evidence the
Rights. Except in certain limited circumstances, only shares of Common Stock
issued prior to the Distribution Date will be issued with Rights.
The Rights are not exercisable until the Distribution Date and
will expire at the close of business on December 18, 2006 unless earlier
redeemed by the Company as described below.
Except in the circumstances described below, after the
Distribution Date each Right will be exercisable into a Preferred Stock
Fraction. Each Preferred Stock Fraction carries voting and dividend rights that
are intended to produce the equivalent of one share of Common Stock. The voting
and dividend rights of the Preferred Stock are subject to adjustment in the
event of dividends, subdivisions and combinations with respect to the Common
Stock of the Company. In lieu of issuing certificates for fractions of shares of
Preferred Stock (other than fractions which are integral multiples of Preferred
Stock Fractions), the Company may pay cash in accordance with the Rights
Agreement.
In the event that, at any time following the Distribution
Date, a Person becomes an Acquiring Person (other than pursuant to an offer for
all outstanding shares of Common Stock at a price and on terms which the
majority of the independent Directors determine to be fair to, and otherwise in
the best interests of, stockholders), the Rights Agreement provides that proper
provision shall be made so that each holder of a Right will thereafter have the
right to receive, upon the exercise thereof, Common Stock (or, in certain
circumstances, cash, property or other securities of the Company) having a value
equal to two (2) times the exercise price of the Right. In lieu of requiring
payment of the Purchase Price upon exercise of the Rights following any such
event, the Company may provide that each Right be exchanged for one share of
Common Stock (or cash, property or other securities, as the case may be). The
only right of a holder of Rights following the Company's election to provide for
such exchange shall be to receive the above described securities.
Notwithstanding any of the foregoing, following the occurrence of any of the
events set forth in this paragraph, any Rights that are, or (under certain
circumstances specified in the Rights Agreement) were, beneficially owned by an
Acquiring Person shall immediately become null and void.
For example, at an exercise price of $17 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
$34 worth of Common Stock (or other consideration, as noted above) for $17.
Assuming that the Common Stock had a per share value of $8.50 at such time, the
holder of each valid Right would be entitled to purchase four shares of Common
Stock for $17. Alternatively, the Company could permit the holder to surrender
each Right in exchange for one share of Common Stock (with a value of $8.50)
without the payment of any consideration other than the surrender of the Right.
In the event that, at any time following the Stock Acquisition
Date, (i) the Company engages in a merger or consolidation in which the Company
is not the surviving corporation, (ii) the Company engages in a merger or
consolidation with another person in which the Company is the surviving
corporation, but in which all or part of its Common Stock is changed or
exchanged, or (iii) 50% or more of the Company's assets or earning power is sold
or transferred (except with respect to clauses (i) and (ii), a merger or
consolidation (a) which follows an offer described in the second preceding
paragraph and (b) in which the amount and form of consideration is the same as
was paid in such offer), the Rights Agreement provides that proper provision
shall be made so that each holder of a Right (except Rights which previously
have been voided as set forth above) shall thereafter have the right to receive,
upon the exercise thereof, common stock of the acquiring company having a value
equal to two (2) 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."
The Purchase Price payable, and the number of Preferred Stock
Fractions 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 the Preferred Stock or other capital stock, 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 securities convertible into Preferred Stock 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 dividends payable in
Preferred Stock) or of subscription rights or warrants (other than those
referred to above).
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 of Preferred Stock (other than
fractions which are integral multiples of Preferred Stock Fractions) will be
issued upon exercise of the Rights and, in lieu thereof, a cash payment 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 of (i) the date on which a
Section 11(a)(ii) Event (as defined in the Rights Agreement) occurs and (ii) the
Final Expiration Date, the Board of Directors of the Company may redeem the
Rights in whole, but not in part, at a price of $.001 per Right, payable in cash
or securities or both (the "Redemption Price"). Immediately upon the action of
the Board of Directors of the Company 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.
Issuance of shares of Common Stock upon exercise of Rights is
subject to regulatory approval. 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 or for common stock of the acquiring company as set forth above.
Any of the provisions of the Rights Agreement, other than
certain provisions relating to the principal economic terms of the Rights, may
be amended by the Board of Directors of the Company prior to the Distribution
Date. Thereafter, the provisions, other than certain provisions relating to the
principal economic terms of the Rights, of the Rights Agreement may be amended
by the Board in order: to cure any ambiguity, defect or inconsistency; to
shorten or lengthen any time period under the Rights Agreement; or in any other
respect that will not adversely affect the interests of holders of Rights
(excluding the interests of any Acquiring Person); provided that no amendment to
adjust the time period governing redemption shall be made at such time as the
Rights are not redeemable.
As of December 18, 1996 there were 13,266,708 shares of Common
Stock outstanding, 50,843 shares in the treasury, and 2,303,383 shares reserved
for issuance under stock option plans and other stock plans of the Company. Each
outstanding share of Common Stock on December 30, 1996 will receive one Right.
As long as the Rights are attached to the shares of Common Stock and in certain
other limited circumstances, the Company will issue one Right with each new
share of common Stock so that all such shares will have attached Rights.
Four-hundred fifty shares of Preferred Stock have initially been reserved for
issuance upon exercise of the Rights.
The Rights have certain anti-takeover effects. The Rights will
cause substantial dilution to a person or group that attempts to acquire the
Company without conditioning the offer on the Rights being redeemed or a
substantial number of Rights being acquired. The Rights should not interfere
with any merger or other business combination approved by the Board of Directors
of the Company.
The form of Rights Agreement between the Company and the
Rights Agent specifying the terms of the Rights, which includes as Exhibits the
Certificate of Designations, Preferences and Rights of Series C Junior
Participating Preferred Stock (setting forth the terms of the Preferred Stock),
the form of Rights Certificate and the form of Summary of Rights to Purchase
Preferred Stock, is incorporated herein by reference as an Exhibit. The
foregoing description of the Rights is qualified by reference to such Exhibit.
Item 6. Resignation of Registrant's Directors
Not Applicable.
Item 7. Financial Statements and Exhibits
(a)Not applicable.
(b)Not applicable.
(c)Exhibits.
Exhibit 10.1 Form of Rights Agreement, dated as of
December 18, 1996, between Uniroyal
Technology Corporation and The Bank of New
York. (Incorporated by reference to the
Registration Statement on Form 8-A of the
Company dated December 20, 1996.)
Exhibit 99 Press Release of Uniroyal Technology
Corporation, dated December 18, 1996.
Item 8. Change in Fiscal Year.
Not applicable.
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.
UNIROYAL TECHNOLOGY CORPORATION
By /S/ Oliver J. Janney
----------------------
Name: Oliver J. Janney
Title: Vice President, General
Counsel and Secretary
Dated: December 20, 1996