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
FAMILY STEAK HOUSES OF FLORIDA, INC.
(Exact name of registrant as specified in its charter)
Florida 59-2597349
(State of Incorporation or organization) (I.R.S. Employer Identification No.)
2113 Florida Boulevard
Neptune Beach, Florida 32266
(Address of principal executive offices)
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 N/A
Securities to be registered pursuant to Section 12(g) of the Act:
Rights to Purchase Junior
Participating Preferred Stock
(Title of Class)
The total number of pages is__________
The Exhibit Index is located on Page 5
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On March 18, 1997, the Board of Directors of Family Steak Houses of
Florida, Inc. (the "Company") declared a distribution of one Right for each
outstanding share of common stock (the "Common Stock") of the Company. The
description and terms of the Rights are set forth in a Rights Agreement between
the Company and ChaseMellon Shareholder Services, Inc., as Rights Agent (the
"Rights Agreement"). The following description does not purport to be complete
and is qualified in its entirety by reference to the Rights Agreement which is
attached as an exhibit and incorporated by reference. The distribution is to be
made as of March 19, 1997 (the "Record Date") to the shareholders of record on
that date. In addition, one Right will automatically attach to each share of
Common Stock issued between the Record Date and the Distribution Date (as
hereinafter defined). If the Rights become exercisable, each Right will entitle
the registered holder to purchase from the Company one one-hundredth of a share
of Junior Participating Preferred Stock (the "Preferred Stock") at a price of
$5.00 (the "Purchase Price"), subject to adjustment.
Initially, the Rights are not exercisable and are attached to and trade
with all outstanding shares of Common Stock outstanding as of, and issued
subsequent to, the Record Date. The Rights will separate from the Common Stock
and will become exercisable upon the earliest of (i) the close of business on
the tenth (10th) calendar day following the first public announcement that a
person or group of affiliated or associated persons has acquired beneficial
ownership of fifteen percent (15%) or more of the outstanding shares of Common
Stock (an "Acquiring Person") (the date of such announcement being referred to
as the "Stock Acquisition Date"), or the Record Date if the Stock Acquisition
Date occurs before the Record Date, (ii) the close of business on the tenth
(10th) business day (or such other day as the Board of Directors may determine)
after the date that a tender or exchange offer is first published, or sent or
given if upon consummation a person or group would become the beneficial owner
of fifteen percent (15%) or more of the outstanding shares of Common Stock (or
fifteen percent (15%) or more of the total voting power), or (iii) the close of
business on the tenth (10th) business day after a determination by the Board of
Directors that any person is an "Adverse Person" (the earliest of such dates
being herein referred to as the "Distribution Date").
The Board of Directors may declare a person to be an Adverse Person after a
determination that such person, alone or together with its affiliates and
associates, has become the beneficial owner of ten percent (10%) or more of the
outstanding shares of Common Stock or of voting securities representing ten
percent (10%) or more of the total voting power, and a determination by the
Board of Directors, after reasonable inquiry and investigation, that (i) such
beneficial ownership by such person is intended to cause the Company to
repurchase the Common Stock beneficially owned by such person or to cause
pressure on the Company to take action or enter into a transaction or series of
transactions which would provide such person with short-term financial gain
under circumstances where the Board of Directors determines that the best
long-term interests of the Company and its shareholders would not be served by
taking such action or entering into such transaction or series of transactions
at that time, or (ii) such beneficial ownership is causing, or is reasonably
likely to cause, a material adverse impact on the business or prospects of the
Company (including, but not limited to, impairment of relationships with
customers, impairment of the Company's ability to maintain its competitive
position, impairment
of the Company's capital position, impairment of the Company's ability to meet
the convenience and needs of the communities it serves, or impairment of the
Company's business reputation or ability to deal with government agencies) to
the detriment of the Company's shareholders.
Until the Distribution Date (or earlier redemption, exchange or expiration
of the Rights), (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,
but before the Distribution Date, will contain a notation incorporating the
Rights Agreement by reference, and (iii) the transfer of any certificates of
Common Stock 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 March 17, 2007 (the "Expiration Date"), unless
previously redeemed or exchanged by the Company as described below.
As soon as practicable after the Distribution Date, the Rights Agent will
mail Rights Certificates to holders of record of Common Stock as of the close of
business on the Distribution Date and, thereafter, the Rights will be evidenced
solely by such Rights Certificates. Rights shall be issued only on shares of
Common Stock issued prior to the earlier of the Distribution Date or the
Expiration Date.
In the event that a Stock Acquisition Date occurs (except pursuant to
certain business combinations described below or an offer for all outstanding
shares of FSH Common Stock and all other voting securities which the independent
and disinterested directors of FSH determine to be fair to and otherwise in the
best interests of FSH and its shareholders) or the Board of Directors determines
that a person is an Adverse Person, proper provision will be made so that each
holder of a Right (other than an Acquiring Person, an Adverse Person or their
associates or affiliates, or their transferee in certain circumstances, whose
Rights shall become null and void) will thereafter have the right to receive
upon exercise, in lieu of shares of Preferred Stock, that number of shares of
Common Stock obtained by (x) multiplying the Purchase Price by the number of
shares of Preferred Stock for which the Right was exercisable (y) divided by
half of the lowest closing price per share of the Common Stock on any trading
day in the twelve (12) months immediately prior to the Stock Acquisition Date or
determination that a person is an Adverse Person.
The Company may temporarily suspend, for no more than ninety (90) days, the
exercisability of the Rights in order to prepare and file a registration
statement as required by the Securities Act of 1933, as amended, with respect to
the securities purchasable upon exercise of the Rights and to permit such
registration statement to become effective.
In the event that, at any time following the Stock Acquisition Date (i) the
Company consolidates with, or merges with and into, any other person, and the
Company is not the
- 2 -
continuing or surviving corporation, (ii) any person consolidates with the
Company, or mergers with and into the Company and the Company is the continuing
or surviving corporation of such merger and, in connection with such merger, all
or part of the shares of Common Stock are changed into or exchanged for stock or
other securities of any other person or cash or any other property, or (iii) the
Company sells or otherwise transfers in one transaction or series of related
transactions assets or earning power of the Company or its subsidiaries (taken
as a whole) to any person or persons, each holder of a Right shall thereafter
have the right to receive, upon exercise, common stock of the Principal Party
(as defined in the Rights Agreement) to the transaction having a market value
equal to two times the Purchase Price of the Right. The Principal Party shall
thereafter be liable for and shall assume all obligations and duties of the
Company pursuant to the Rights Agreement. Rights that are or were beneficially
owned by an Acquiring Person or an Adverse Person may (under certain
circumstances specified in the Rights Agreement) become null and void.
The Rights may be redeemed in whole, but not in part, at a price of $0.001
per Right, as such amount may be appropriately adjusted to reflect any stock
split, stock dividend or similar transaction (the "Redemption Price"), by the
Board of Directors only until the earliest of (i) the close of business on the
tenth (10th) calendar day after the date on which a person is declared to be an
Adverse Person, (ii) the close of business on the tenth (10th) calendar day
after the Stock Acquisition Date, or (iii) the Expiration Date. Immediately upon
the action of the Board of Directors ordering redemption of the Rights, the
right to exercise the Rights will terminate and thereafter the only right of the
holders of Rights will be to receive the redemption price.
At any time after the Stock Acquisition Date occurs or the Board of
Directors determines that a person is an Adverse Person, subject to certain
exceptions, the Board of Directors may, at its option, exchange all or any part
of the then outstanding and exercisable Rights for shares of Common Stock or
equivalent equity security at an exchange ratio of one share of Common Stock or
equivalent equity security per 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 that would result from
certain forms of distributions to holders of such Preferred Stock. With certain
exceptions, no adjustment in the Purchase Price will be required until
cumulative adjustments amount to at least one percent (1%) of the Purchase
Price.
The Company is not obligated to issue fractions of Rights except prior to
the Distribution Date in certain circumstances nor to distribute Right
Certificates which evidence fractional Rights. The Company is not obligated to
issue fractions of Preferred Stock upon exercise of the Rights or to distribute
certificates which evidence fractional shares of Preferred Stock. If the Company
elects not to issue fractional shares of Preferred Stock, an adjustment in cash
will be made in lieu thereof based on the fair market value of the Preferred
Stock on the last trading date prior the date of exercise.
- 3 -
Any of the provisions of the Rights Agreement, other than the Redemption
Price, the Expiration Date, the Purchase Price or the number of shares of
Preferred Stock for which a Right is exercisable, may be amended by the Board of
Directors of the Company at any time prior to the Distribution Date.
After the Distribution Date, the Board of Directors may, subject to certain
limitations set forth in the Rights Agreement, amend the Rights Agreement only
to cure any ambiguity, defect or inconsistency, to shorten or lengthen any time
period, or to make changes that the Company deems necessary and desirable and
that do not adversely affect the interests of Rights holders (excluding the
interests of an Acquiring Person, an Adverse Person, or their associates or
affiliates).
Until a Right is exercised, the holder will have no rights as a shareholder
of the Company (beyond those as a holder of Common Stock), including the right
to vote or to receive dividends. While the distributions of the Rights will not
be taxable to shareholders or the Company, shareholders may, depending upon the
circumstances, recognize taxable income in the event that the Rights become
exercisable for shares of the Common Stock, other securities of the Company,
other consideration or for common stock of an acquiring company.
Preferred Stock purchased upon exercise of the Rights will be entitled to
dividends of 100 times the dividends, per share, declared on the Common Stock
(or any subdivision thereof). In the event of liquidation, holders of Preferred
Stock will be entitled to a minimum preferential liquidating distribution of
$10.00 per share, and after holders of the Common Stock have received
distributions per share equal to $1.00, will be entitled to an additional
ratable distribution from the remaining assets in an amount equal to 10 times
the distribution made per share of Common Stock. The Preferred Stock shall have
no voting rights; provided, however, that if at the time of any annual meeting
of shareholders for the election of directors a default in six (6) consecutive
dividends on such Preferred Stock exists, then the number of directors shall be
increased by two (2) and all holders of Preferred Stock with dividends in
arrears shall have the right to vote as a single class, excluding common
stockholders, to elect two (2) such new directors. Directors so elected shall
hold office for their full terms unless removed by the holders of Preferred
Stock. When the directors' term of office ends and a default in Preferred Stock
dividends no longer exists, the number of directors constituting the Board shall
be reduced by two (2).
The form of Certificate of Designation for the Preferred Stock and the
Right Certificate are attached as Exhibits A and B, respectively, to the Rights
Agreement (which is included as Exhibit 1 to this Form 8-A).
- 4 -
ITEM 2. EXHIBITS.
Exhibit 1 - Shareholder Rights Agreement, dated March 18, 1997, between
Family Steak Houses of Florida, Inc. and ChaseMellon Shareholder
Services, Inc., as Rights Agent (including the form of Certificate
of Designation for Junior Participating Preferred Stock and the
form of Rights Certificate).
Exhibit 2 - Summary of Rights to be sent to shareholders of Family Steak
Houses of Florida, Inc.
Exhibit 3 - Articles of Incorporation of Family Steak Houses of Florida, Inc.,
as amended
Exhibit 4 - Amended and Restated Bylaws of Family Steak Houses of Florida,
Inc.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Act of 1934,
the registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereto duly authorized.
Dated: March 19,1997
FLORIDA STEAK HOUSES OF FLORIDA, INC.
By:/s/ Lewis E. Christman
-------------------------
Lewis E. Christman, President
and Chief Executive Officer
- 5 -
EXHIBIT INDEX
Exhibit Index
Exhibit No. Name of Item Sequential Page No.
- ----------- ------------ -------------------
1 Shareholder Rights Agreement, dated March 18,
1997, between Family Steak Houses of Florida, Inc.
and ChaseMellon Shareholder Services, Inc., as
Rights Agent (including form of Certificate of
Designation for Junior Participating Preferred
Stock and for Rights)
2 Summary of Rights to be sent to shareholders of
Family Steak Houses of Florida, Inc.
3 Articles of Incorporation Incorporated by reference to Houses
of Family Steak of Florida, Inc., as amended
Exhibit 3.01, 3.03 and 3.04 to the
Corporation's Registration
Statement on Form S-1, Registration
Statement No. 33-1887
4 Amended and Restated Bylaws of Family Steak Houses
of Florida, Inc.