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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PRINTRONIX, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 25-2903992
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(State of incorporation or organization) (IRS Employer Identification No.)
17500 Cartwright Road
P.O. Box 19559
Irvine, CA 92713
(Address of principal executive offices) (Zip Code)
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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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None None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Share Purchase Rights
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(Title of Class)
Item 1. Description of Securities to be Registered.
On March 17, 1989, pursuant to a Rights Agreement (the "Rights
Agreement") between Printronix, Inc. (the "Company") and Manufacturer's Hanover
Trust Company of California as Rights Agent, the Company's Board of Directors
declared a dividend of one right (a "Right") to purchase one share of the
Company's Common Stock, $.01 par value ("Common Shares"), for each outstanding
Common Share. The dividend was paid on April 4, 1989 (the "Record Date") to
stockholders of record as of the close of business on that date. The Rights
Agreement was amended, on February 9, 1999, effective April 4, 1999, to among
other things, name ChaseMellon Shareholder Services, L.L.C. as Rights Agent (the
"Rights Agent"). Each Right entitles the registered holder to purchase from the
Company one Common Share at an exercise price of SEVENTY DOLLARS $70.00 (the
"Purchase Price"), subject to adjustment.
The following summary of the principal terms of the Rights Agreement, as
amended, is a general description only and is subject to the detailed terms and
conditions of the Rights Agreement. A copy of the Rights Agreement is attached
as Exhibit 1 to this Registration Statement and is incorporated herein by
reference.
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Rights Evidenced by Common Share Certificates
The Rights will not be exercisable until the Distribution Date (defined
below). Certificates for the Rights ("Rights Certificates") will not be sent to
stockholders and the Rights will attach to and trade only together with the
Common Shares. Accordingly, Common Share certificates outstanding on the Record
Date will evidence the Rights related thereto, and Common Share certificates
issued after the Record Date will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender or transfer of any certificates for
Common Shares, outstanding as of the Record Date, even without notation or a
copy of the Summary of Rights being attached thereto, will also constitute the
transfer of the Rights associated with the Common Shares represented by such
certificate.
Distribution Date
The Rights will separate from the Common Shares, Rights Certificates
will be issued and the Rights will become exercisable upon the earlier of: (i)
10 days following 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 20% or more of the outstanding Common Shares
(excluding options held by officers and directors of the Company so long as they
are options held by the original grantee thereof), or (ii) 10 business days (or
such later date as may be determined by the Company's Board of Directors)
following the commencement of, or announcement of a tender offer offer the
consummation of which would result in the beneficial ownership by a person or
group of 20%
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or more of the outstanding Common Shares. The earlier of such dates is referred
to as the "Distribution Date."
Issuance of Rights Certificates; Expiration of Rights
As soon as practicable following the Distribution Date, separate Rights
Certificates will be mailed to holders of record of the Common Shares as of the
close of business on the Distribution Date and such separate Rights Certificates
alone will evidence the Rights from and after the Distribution Date. All Common
Shares issued prior to the Distribution Date will be issued with Rights. The
Rights will expire on the earliest of (i) April 4, 2009 (the "Final Expiration
Date") or (ii) redemption or exchange of the Rights as described below.
Initial Exercise of the Rights
Following the Distribution Date, and until one of the further events
described below, holders of the Rights will be entitled to receive, upon
exercise and the payment of the Purchase Price, one Common Share. In the event
that the Company does not have Common Shares available for all Rights to be
exercised, or the Board decides that such action is necessary and not contrary
to the interests of Rights holders, the Company may instead substitute cash,
assets or other securities for the Common Shares for which the Rights would have
been exercisable under this provision or as described below.
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Right to Buy Company Common Shares
Unless the Rights are earlier redeemed, in the event that an Acquiring
Person becomes the beneficial owner of 20% or more of the Company's Common
Shares then outstanding, then each holder of a Right which has not theretofore
been exercised (other than Rights beneficially owned by the Acquiring Person,
which will thereafter be void) will thereafter have the right to receive, upon
exercise, Common Shares having a value equal to two times the Purchase Price.
Rights are not exercisable following the occurrence of an event as described
above until such time as the Rights are no longer redeemable by the Company as
set forth below.
Right to Buy Acquiring Company Stock
Similarly, unless the Rights are earlier redeemed, in the event that,
after an Acquiring Person becomes the beneficial owner of 20% or more of the
Company's Common Shares then outstanding, (i) the Company is acquired in a
merger or other business combination transaction, or (ii) 50% or more of the
Company's consolidated assets or earning power are sold (other than in
transactions in the ordinary course of business), then each holder of a Right
which has not theretofore been exercised (other than Rights beneficially owned
by the Acquiring Person, which will thereafter be void) will thereafter have the
right to receive, upon exercise, shares of common stock of the acquiring company
having a value equal to two times the Purchase Price.
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Exchange Provision
At any time after the acquisition by an Acquiring Person of 20% or more
of the Company's outstanding Common Shares and prior to the acquisition by such
Acquiring Person of 50% or more of the Company's outstanding Common Shares, the
Board of Directors of 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
Common Share per Right.
Redemption
At any time on or prior to the close of business on the earlier of (i)
the Distribution Date, or (ii) the Final Expiration Date of the Rights, the
Company may redeem the Rights in whole, but not in part, at a price of $0.01 per
Right. However, if a majority of the Company's Board of Directors is elected by
stockholder action by written consent, then for a period of 180 days following
such election the Rights cannot be redeemed if such redemption is reasonably
likely to have the purpose or effect of facilitating an acquisition of the
Company by an Interested Person.
Adjustments to Prevent Dilution
The Purchase Price payable, the number of Rights, and the number of
Common Shares or other securities or property issuable upon exercise of the
Rights are subject to adjustment from time
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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 Purchase
Price will be required until cumulative adjustments require an adjustment of at
least 1% in such Purchase Price.
Cash Paid Instead of Issuing Fractional Shares
No fractional portion less than integral multiples of one Common Share
will be issued upon exercise of a Right and in lieu thereof, an adjustment in
cash will be made based on the market price of the Common Shares on the last
trading date prior to the date of exercise.
No Stockholders' Rights Prior to Exercise
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company (other than any rights resulting from
such holder's ownership of Common Shares), including, without limitation, the
right to vote or to receive dividends.
Amendment of Rights Agreement
The terms of the Rights and the Rights Agreement may be amended in any
respect without the consent of the Rights holders on or prior to the
Distribution Date; thereafter, the terms of the Rights and the Rights Agreement
may be amended without the consent of the Rights holders in order to cure any
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ambiguities or to make changes which do not adversely affect the interests of
Rights holders (other than the Acquiring Person).
Certain Anti-takeover Effects
The Rights approved by the Board 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. Takeover attempts frequently
include coercive tactics to deprive the Company's Board of Directors and its
stockholders of any real opportunity to determine the destiny of the Company.
The Rights have been declared by the Board in order to deter such tactics,
including a gradual accumulation of shares in the open market of a 20% or
greater position to be followed by a merger or a partial or two-tier tender
offer that does not treat all stockholders equally. These tactics unfairly
pressure stockholders, squeeze them out of their investment without giving them
any real choice and deprive them of the full value of their shares.
The Rights are not intended to prevent a takeover of the Company and
will not do so. Subject to the restrictions described above, the Rights may be
redeemed by the Company at $0.01 per Right at any time prior to the Distribution
Date. Accordingly, the Rights should not interfere with any merger or business
combination approved by the Board of Directors.
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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,
should not be taxable to the Company or to its stockholders, and will not change
the way in which the Company's shares are presently traded. The Company's Board
of Directors believes that the Rights represent a sound and reasonable means of
addressing the complex issues of corporate policy created by the current
takeover environment.
However, the Rights may have the effect of rendering more difficult or
discouraging an acquisition of the Company deemed undesirable by the Board of
Directors. The Rights may cause substantial dilution to a person or group that
attempts to acquire the Company on terms or in a manner not approved by the
Company's Board of Directors, except pursuant to an offer conditioned upon the
negation, purchase or redemption of the Rights.
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Item 2. Exhibits.
1. Amended and Restated Rights Agreement, dated as of April 4, 1999
between Printronix, Inc. and ChaseMellon Shareholder Services,
L.L.C., including the form of Rights Certificate and the Summary
of Rights attached thereto as Exhibits A and B, respectively.
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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, thereto duly authorized.
PRINTRONIX, INC.
Date: April 7, 1999
By: /s/ ROBERT A. KLEIST
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Robert A. Kleist
President
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INDEX TO EXHIBITS
Exhibit
Number Description
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1. Amended and Restated Rights Agreement, dated as of April 4, 1999
between Printronix, Inc. and ChaseMellon Shareholder Services,
L.L.C., including the form of Rights Certificate and the Summary
of Rights attached thereto as Exhibits A and B, respectively.