FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MAXXIM MEDICAL, INC.
(Exact name of registrant as specified in its charter)
TEXAS 76-0291634
(State of incorporation or organization) (I.R.S. Employer Identification No.)
104 INDUSTRIAL BLVD., SUGAR LAND, TEXAS 77478
(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
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RIGHTS TO PURCHASE NEW YORK STOCK EXCHANGE
PREFERRED STOCK
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 to be registered pursuant to Section 12(g) of the Act. NONE
1. INFORMATION REQUIRED IN REGISTRATION STATEMENT
On July 10, 1997, the Board of Directors of Maxxim Medical, Inc. (the
"Company") declared a dividend of one right to purchase preferred stock
("Right") for each outstanding share of the Company's Common Stock, par value
$0.001 per share ("Common Stock"), to stockholders of record at the close of
business on September 15, 1997 (the "Record Date"). Each Right entitles the
registered holder to purchase from the Company one one-thousandth of a share of
Series A Participating Preferred Stock, par value $1.00 per share (the
"Preferred Shares"), at an exercise price of $85 per one one-thousandth of a
Preferred Share, subject to adjustment (the "Exercise Price"). The description
and terms of the Rights are set forth in a Rights Agreement dated as of July 10,
1997, as it may from time to time be supplemented or amended (the "Rights
Agreement"), between the Company and Harris Trust and Savings Bank, as Rights
Agent.
The following summary of the principal terms of the Rights Agreement is a
general description only and is subject to the detailed terms and conditions of
the Rights Agreement, a copy of which is attached as Exhibit 1 to this
Registration Statement and is incorporated herein by reference.
Initially, the Rights will be evidenced by and trade with all certificates
representing outstanding shares of Common Stock, and no separate certificates
for the Rights ("Rights Certificates") will be distributed. The Rights will
separate from the Common Stock and a "Distribution Date" will occur upon the
earlier of (i) ten business days following a public announcement that a person
or group of affiliated or associated persons, with certain exceptions, (an
"Acquiring Person") has acquired, or obtained the right to acquire, beneficial
ownership of 15% or more of the outstanding shares of Common Stock (the date of
the announcement being the "Shares Acquisition Date"), or (ii) ten business days
following the commencement of a tender offer or exchange offer that would result
in a person's becoming an Acquiring Person. Certain inadvertent acquisitions
will not result in a person's becoming an Acquiring Person if the person
promptly divests itself of sufficient Common Stock. Until the Distribution Date
(or earlier redemption or expiration of the Rights), (a) the Rights will be
evidenced by the Common Stock certificates (together with a copy of a Summary of
Rights or bearing the notation referred to below) and will be transferred with
and only with such Common Stock certificates, (b) new Common Stock certificates
issued after the Record Date will contain a notation incorporating the Rights
Agreement by reference and (c) the surrender for transfer of any certificate for
Common Stock (with or without a copy of the Summary of Rights) 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 September 14, 2007 (the "Final Expiration Date"),
unless earlier redeemed or exchanged by the Company as described below.
As soon as practicable after the Distribution Date, Rights Certificates
will be mailed to holders of record of Common Stock as of the close of business
on the Distribution Date and, from and after the Distribution Date, the separate
Rights Certificates alone will represent the Rights. All shares of Common Stock
issued prior to the Distribution Date will be issued with Rights.
In the event (a "Flip-In Event") that a person becomes an Acquiring Person
(except pursuant to a tender or exchange offer for all outstanding shares of
Common Stock at a price and on terms that a majority of certain members of the
board of directors of the Company determines to be fair to and otherwise in the
best interests of the Company and its stockholders (a "Permitted Offer")), each
holder of a Right will thereafter have the right to receive, upon exercise of
such Right, a number of shares of Common Stock (or, in certain circumstances,
cash, property or other securities of the Company) having a Current Per Share
Market Price (as defined in the Rights Agreement) equal to two times the
Exercise Price.. Notwithstanding the foregoing, following the occurrence of any
FlipIn Event, all Rights that are, or (under certain circumstances specified in
the Rights Agreement) were, beneficially owned by or transferred to any
Acquiring Person (or by certain related parties) will be null and void in the
circumstances set forth in the Rights Agreement.
In the event (a "Flip-Over Event") that, at any time from and after the
Shares Acquisition Date (i) the Company is acquired in a merger or other
business combination transaction (other than certain mergers that follow a
Permitted Offer), or (ii) 50% or more of the Company's consolidated assets or
earning power is sold or transferred, each holder of a Right (except Rights that
previously have been voided as set forth above) shall thereafter have the right
to receive, upon exercise, a number of shares of common stock of the acquiring
company having a Current Per Share Market Price equal to two times the Exercise
Price. Flip-In Events and Flip-Over Events are collectively referred to as
"Triggering Events."
The Exercise Price payable and the number of Preferred Shares, shares of
Common Stock or other securities or property issuable, upon exercise of the
Rights, as well as the number of Rights, are subject to adjustment from time to
time in connection with the dilutive issuances by the Company as set forth in
the Rights Agreement. With certain exceptions, no adjustment in the Exercise
Price will be required until cumulative adjustments amount to at least 1% of the
Exercise Price. No fractional portion less than integral multiples of one share
of Common Stock or one one-thousandth of a Preferred Share are required to be
issued and, in lieu thereof, an adjustment in cash may be made based on the
market price of the security to be so issued on the last trading date prior to
the date of exercise.
At any time on or prior to the earlier of (i) the Shares Acquisition Date
and (ii) the Final Expiration Date, the Company may redeem the Rights in whole,
but not in part, at a price of $.01 per Right, payable, at the option of the
Company, in cash, shares of Common Stock or such other consideration as the
Board of Directors may determine. Immediately upon the effectiveness of 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 $.01 redemption price.
At any time after the occurrence of a Triggering Event, but prior to a
person's becoming the beneficial owner of 50% or more of the shares of Common
Stock then outstanding, the Company may exchange the Rights (other than Rights
owned by the Acquiring Person), in whole or in part, 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 stockholder of the Company, including the right to vote or to
receive dividends. While the distribution of the Rights
should 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 the common stock of the acquiring company as set forth above or
are exchanged as provided in the preceding paragraph.
The Preferred Shares purchasable upon exercise of the Rights will not be
redeemable. Each Preferred Share will be entitled to an aggregate dividend of
1,000 times the dividend declared on each share of Common Stock. In the event of
liquidation, the holders of the Preferred Shares will be entitled to 1,000 times
the amount paid per share of Common Stock plus an amount equal to accrued and
unpaid dividends and distributions thereon, whether or not declared, to the date
of such payment. Each Preferred Share will have 1,000 votes, voting together
with the Common Stock. These rights are protected by customary anti-dilution
provisions. The value of the one one-thousandth interest in a Preferred Share
purchasable upon exercise of each Right should approximate the value of one
share of Common Stock.
Any of the provisions of the Rights Agreement may be amended by the Board
of Directors of the Company before a Triggering Event. Thereafter, the
provisions of the Rights Agreement may be amended by the Board of Directors in
order to cure any ambiguity, defect or inconsistency, to make changes that do
not materially adversely affect the interests of holder of Rights (excluding the
interests of any Acquiring Person), or to shorten or lengthen any time period
under the Rights Agreement; provided, however, that no amendment to lengthen the
time period governing redemption shall be made at such time as the Rights are
not redeemable.
The Rights will have certain anti-takeover effects. The Rights are
designed to protect and maximize the value of the outstanding equity interests
in the Company in the event of an unsolicited attempt by an acquiror to take
over the Company in a manner or on terms not approved by the Board of Directors.
The Rights will cause substantial dilution to any person or group that attempts
to acquire the Company without the approval of the Company's Board of Directors.
As a result, the overall effect of the Rights may be to render more difficult or
discourage any attempt to acquire the Company, even if such acquisition may be
favorable to the interests of the Company's stockholders. Because the Board of
Directors can redeem the Rights or approve a Permitted Offer, the Rights should
not interfere with a merger or other business combination approved by the Board
of Directors of the Company.
Issuance of the Rights does not in any way weaken the financial strength
of the Company or interfere with its business plans. The issuance of the Rights
themselves has no dilutive effect, will not affect reported earnings per share,
and will not change the way in which the Company's shares are presently traded.
2. EXHIBITS.
1. Rights Agreement dated as of July 10, 1997 between Maxxim Medical, Inc.
and Harris Trust and Savings Bank, as Rights Agent, which includes as Exhibit A
the Statement of Resolution Establishing Series of Shares, as Exhibit B the Form
of Rights Certificate, and as Exhibit C the Shareholder Rights Plan Summary of
Rights. Pursuant to the Rights Agreement, Rights Certificates
will not be mailed to holders of Rights until after the Distribution Date (as
defined in the Rights Agreement).
SIGNATURE
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.
MAXXIM MEDICAL, INC.
By: /s/ KENNETH W. DAVIDSON
Kenneth W. Davidson, President
and Chief Executive Officer
Date: July 10, 1997