SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ANAREN MICROWAVE, INC.
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(Exact name of registrant as specified in its charter)
New York 16-0928561
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(State of incorporation or organization) (IRS Employer
Identification No.)
6635 Kirkville Road, East Syracuse, New York 13057
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(Address of principal executive offices) (Zip Code)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
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Title of each class Name of each exchange on
to be so registered which each class is to be registered
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None None
If this form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c), check the following
box. [ ]
If this form relates to the registration of a class of securities and is
effective pursuant to General Instruction A.(d), check the following box. [ ]
Security Act registration statement to which this form relates: Not applicable
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
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Common Stock Purchase Rights
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
On April 9, 2001, the Board of Directors of Anaren Microwave, Inc., a New York
corporation (the "Company"), declared a dividend payable April 27, 2001 of one
right (a "Right") for each outstanding share of common stock, par value $.01 per
share ("Common Stock"), of the Company held of record at the close of business
on April 27, 2001 (the "Record Time"), or issued thereafter and prior to the
Separation Time (as hereinafter defined). The Rights will be issued pursuant to
a Shareholder Protection Rights Agreement, dated as of April 20, 2001 (the
"Rights Agreement"), between the Company and American Stock Transfer & Trust
Company, as Rights Agent (the "Rights Agent"). Each Right entitles its
registered holder to purchase from the Company, after the Separation Time, one
share of Common Stock for $170.00 (the "Exercise Price"), subject to adjustment.
As long as the Rights are attached to the Common Stock, the Company will issue
one Right with each new share of Common Stock so that all such shares will have
Rights attached.
The Rights will be evidenced by the Common Stock certificates until the close of
business on the earlier of (either, the "Separation Time") (i) the tenth day (or
such later date as the Board of Directors of the Company may from time to time
fix by resolution adopted prior to the Separation Time that would otherwise have
occurred) after the date on which (subject to certain exceptions) any Person (as
defined in the Rights Agreement) other than the Company, a majority-owned
subsidiary of the Company or an employee stock ownership or other employee
benefit plan of the Company or a majority-owned subsidiary of the Company
commences a tender or exchange offer which, if consummated, would result in such
Person's becoming the Beneficial Owner of 20% or more of the outstanding shares
of Common Stock (any Person having such Beneficial Ownership being referred to
as an "Acquiring Person") and (ii) the first date (the "Flip-in Date") of public
announcement by the Company or an Acquiring Person that an Acquiring Person has
become such, other than as a result of a Flip-over Transaction or Event (as
defined below); provided that if the foregoing results in the Separation Time
being prior to the Record Time, the Separation Time shall be the Record Time and
provided further that if a tender or exchange offer referred to in clause (i) is
cancelled, terminated or otherwise withdrawn prior to the Separation Time, such
offer shall be deemed never to have been made. The Rights Agreement provides
that, until the Separation Time, the Rights will be transferred with and only
with the Common Stock. Common Stock certificates issued after the Record Time
but prior to the Separation Time shall evidence one Right for each share of
Common Stock represented thereby and shall contain a legend incorporating by
reference the terms of the Rights Agreement (as such may be amended from time to
time). Notwithstanding the absence of the aforementioned legend, certificates
evidencing shares of Common Stock outstanding at the Record Time shall also
evidence one Right for each share of Common Stock evidenced thereby. Promptly
following the Separation Time, separate certificates evidencing the Rights
("Rights Certificates") will be mailed to holders of record of Common Stock at
the Separation Time.
The Rights will not be exercisable until the Business Day (as defined in the
Rights Agreement) following the Separation Time. The Rights will expire on the
earliest of (i) the Exchange Time (as defined below), (ii) the close of business
on April 27, 2011 and (iii) the date on which the Rights are redeemed as
described below (in any such case, the "Expiration Time").
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The Exercise Price and the number of Rights outstanding, or in certain
circumstances the securities purchasable upon exercise of the Rights, are
subject to adjustment from time to time to prevent dilution in the event of a
Common Stock dividend on, or a subdivision or a combination into a smaller
number of shares of, Common Stock, or the issuance or distribution of any
securities or assets in respect of, in lieu of or in exchange for Common Stock..
In the event that prior to the Expiration Time a Flip-in Date occurs, the
Company shall take such action as shall be necessary to ensure and provide that
each Right (other than Rights beneficially owned by the Acquiring Person or any
affiliate or associate thereof, which Rights shall become void) shall constitute
the right to purchase from the Company, upon the exercise thereof in accordance
with the terms of the Rights Agreement, that number of shares of Common Stock of
the Company having an aggregate Market Price, on the date of the public
announcement of an Acquiring Person's becoming such (the "Stock Acquisition
Date") that gave rise to the Flip-in Date, equal to twice the Exercise Price for
an amount in cash equal to the then current Exercise Price. In addition, the
Board of Directors of the Company may, at its option, at any time after a
Flip-in Date and prior to the time that an Acquiring Person becomes the
Beneficial Owner of more than 50% of the outstanding shares of Common Stock,
elect to exchange all (but not less than all) of the then outstanding Rights
(other than Rights Beneficially Owned by the Acquiring Person or any affiliate
or associate thereof, which Rights become void) for shares of Common Stock at an
exchange ratio of one share of Common Stock per Right, appropriately adjusted to
reflect any stock split, stock dividend or similar transaction occurring after
the date of the Separation Time (the "Exchange Ratio"). Immediately upon such
action by the Board of Directors (the "Exchange Time"), the right to exercise
the Rights will terminate and each Right will thereafter represent only the
right to receive a number of shares of Common Stock equal to the Exchange Ratio.
In the event that prior to the Expiration Time the Company enters into,
consummates or permits to occur a transaction or series of transactions on or
after the Stock Acquisition Date in which, directly or indirectly, (A) the
Company shall consolidate with or shall merge into any other Person, (B) any
Person shall merge with and into the Company and the Company shall be the
continuing or surviving corporation of such merger and, in connection with such
merger, all or part of the Common Stock shall be changed into or exchanged for
stock or other securities of any other Person (or of the Company) or cash or any
other property, or (C) the Company shall sell or otherwise transfer (or one or
more of its Subsidiaries shall sell or otherwise transfer), in one or more
transactions, assets or earnings power aggregating 50% or more of the assets or
earning power of the Company and its Subsidiaries (taken as a whole) to any
other Person (other than the Company or one or more wholly owned Subsidiaries of
the Company)(a "Flip-over Transaction or Event"), then the Company shall take
such action as shall be necessary to ensure, and shall not enter into,
consummate or permit to occur such Flip-over Transaction or Event until it shall
have entered into a supplemental agreement with the Person engaging in such
Flip-over Transaction or Event (the "Flip-over Entity"), for the benefit of the
holders of the Rights, providing, that upon consummation or occurrence of the
Flip-over Transaction or Event (i) each Right shall thereafter constitute the
right to purchase from the Flip-over Entity, upon exercise thereof in accordance
with the terms of the Rights Agreement, that number of shares of common stock of
the Flip-over Entity having an aggregate Market Price on the date of
consummation or occurrence of such Flip-over Transaction or Event equal to twice
the Exercise Price for an amount in cash equal to the then current Exercise
Price and (ii) the Flip-over Entity shall thereafter be liable for, and shall
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assume, by virtue of such Flip-over Transaction or Event and such supplemental
agreement, all the obligations and duties of the Company pursuant to the Rights
Agreement. For purposes of the foregoing description, the term "Acquiring
Person" shall include any Acquiring Person and its Affiliates and Associates
(other than the Company, a wholly owned Subsidiary of the Company or an employee
stock ownership or other employee benefit plan of the Company or a wholly owned
Subsidiary of the Company), counted together as a single Person.
The Board of Directors of the Company may, at its option, at any time prior to
the Flip-in Date, redeem all (but not less than all) the then outstanding Rights
at a price (calculated to the nearest one one-hundredth of a cent) equal to the
Exercise Price, as in effect at the Redemption Time, divided by 170,000
(initially $0.001 per Right) (the "Redemption Price"), as provided in the Rights
Agreement. Immediately upon the action of the Board of Directors of the Company
electing to redeem the Rights, without any further action and without any
notice, the right to exercise the Rights will terminate and each Right will
thereafter represent only the right to receive the Redemption Price in cash for
each Right so held.
The holders of Rights will, solely by reason of their ownership of Rights, have
no rights as shareholders of the Company, including, without limitation, the
right to vote or to receive dividends.
The Rights will not prevent a takeover of the Company. The Rights, however, may
have certain anti-takeover effects. The Rights may cause substantial dilution to
a person or group that acquires 20% or more of the Common Stock unless the
Rights are first redeemed by the Board of Directors of the Company.
Nevertheless, the Rights should not interfere with a transaction that is in the
best interests of the Company and its shareholders on or prior to the Flip-in
Date, because the Rights can be redeemed before the consummation of such
transaction.
The Rights Agreement (which includes as Exhibit A the forms of Rights
Certificate and Election to Exercise) is attached hereto as an exhibit and is
incorporated herein by reference. The foregoing description of the Rights is
qualified in its entirety by reference to the Rights Agreement and such exhibits
thereto.
Item 2. Exhibits.
Exhibit No. Description
4.1 Rights Agreement.
4.2 Forms of Rights Certificate and of Election to Exercise,
included in Exhibit A to the Rights Agreement.
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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.
ANAREN MICROWAVE, INC.
By: /s/ Lawrence A. Sala
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Lawrence A. Sala
President and CEO
Date: April 26, 2001
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