SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): August 13, 2001
Symbol Technologies, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-9802 11-2308681
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
One Symbol Plaza
Holtsville, New York 11742
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (631) 738-2400
Former name or former address, if changed since last report: Not Applicable
Item 5. Other Events
On August 13, 2001, the Board of Directors of Symbol Technologies,
Inc. (the "Company") declared a dividend of one preferred stock purchase right
(a "Right") for each outstanding share of Common Stock, par value $.01 per
share, of the Company (the "Common Stock"). The dividend is payable on
September 14, 2001 (the "Record Date") to the stockholders of record on that
date. Each Right entitles the registered holder to purchase from the Company
one one-thousandth of a share of Series A Junior Participating Preferred
Stock, par value $1 per share (the "Preferred Stock"), of the Company at a
price of $80.00 per one one-thousandth of a share of Preferred Stock (the
"Purchase Price"), subject to adjustment. The description and terms of the
Rights are set forth in a Rights Agreement, dated as of August 13, 2001, as
the same may be amended from time to time (the "Rights Agreement"), between
the Company and The Bank of New York, a New York banking corporation, as
Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person"), other than an Exempt Person (as defined below), has
acquired beneficial ownership of 15% or more of the outstanding shares of
Common Stock or (ii) 10 business days (or such later date as may be determined
by action of the Board of Directors prior to such time as any person or group
of affiliated persons becomes an Acquiring Person) following the commencement
of, or the first public announcement of an intention to make, a tender offer
or exchange offer the consummation of which would result in the beneficial
ownership by a person or group of 15% or more of the outstanding shares of
Common Stock (the earlier of such dates being called the "Distribution Date"),
the Rights will be evidenced, with respect to any of the shares of Common
Stock represented by certificates for Common Stock outstanding as of the
Record Date, by such Common Stock certificate.
"Exempt Person" shall mean the Company, any Subsidiary (as such term
is hereinafter defined) of the Company, in each case including, without
limitation, in its fiduciary capacity, any employee benefit plan of the
Company or of any Subsidiary of the Company, or any entity or trustee holding
Common Stock for or pursuant to the terms of any such plan or for the purpose
of funding any such plan or funding other employee benefits for employees of
the Company or of any Subsidiary of the Company.
The Rights Agreement provides that, until the Distribution Date (or
earlier redemption or expiration of the Rights), the Rights will be
transferred with and only with the Common Stock. Until the Distribution Date
(or earlier redemption or expiration of the Rights), new Common Stock
certificates issued after the Record Date upon transfer or new issuances of
Common Stock will contain a notation incorporating the Rights Agreement by
reference. Until the Distribution Date (or earlier redemption or expiration of
the Rights), the surrender for transfer of any certificates for shares of
Common Stock outstanding as of the Record Date, with or without such notation
or a copy of the Summary of Rights attached as Exhibit C to the Rights
Agreement, will also, except as otherwise provided, constitute the transfer of
the Rights associated with the shares of Common Stock represented by such
certificate. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Stock as of the close of
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business on the Distribution Date and such separate Right Certificates alone
will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The
Rights will expire no later than August 13, 2011 (the "Final Expiration
Date"), unless the Final Expiration Date is advanced or extended or unless the
Rights are earlier redeemed or exchanged by the Company, in each case as
described below.
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 (i) in the
event of a stock dividend on, 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 or purchase
Preferred Stock at a price, or securities convertible into Preferred Stock
with a conversion price, less than the then-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 periodic cash
dividends or dividends payable in Preferred Stock) or of subscription rights
or warrants (other than those referred to above).
The number of outstanding Rights are also subject to adjustment in
the event of a stock split of the Common Stock or a stock dividend on the
Common Stock payable in shares of Common Stock or subdivisions, consolidations
or combinations of the Common Stock occurring, in any such case, prior to the
Distribution Date.
Shares of Preferred Stock purchasable upon exercise of the Rights
will not be redeemable. Each share of Preferred Stock will be entitled, when,
as and if declared, to a minimum preferential quarterly dividend payment of
the greater of (a) $10.00 per share and (b) an amount equal to, 1000 times the
dividend declared per share of Common Stock. In the event of liquidation,
dissolution or winding-up of the Company, the holders of the Preferred Stock
will be entitled to a minimum preferential liquidation payment equal to the
greater of (i) $1,000 per share (plus any accrued but unpaid dividends) and
(ii) an aggregate payment of 1000 times the payment made per share of Common
Stock. Each share of Preferred Stock will have 1000 votes, and will vote
together with the Common Stock. Finally, in the event of any merger,
consolidation or other transaction in which shares of Common Stock are
converted or exchanged, each share of Preferred Stock will be entitled to
receive 1000 times the amount received per share of Common Stock. These rights
are protected by customary antidilution provisions.
Because of the nature of the Preferred Stock's dividend, liquidation
rights and voting rights, the value of the one one-thousandth interest in a
share of Preferred Stock purchasable upon exercise of each Right should
approximate the value of one share of Common Stock.
In the event that any person or group of affiliated or associated
persons becomes an Acquiring Person, proper provision will be made so that
each holder of a Right, other than Rights beneficially owned by the Acquiring
Person or any affiliate or associate of the Acquiring Person or certain other
transferees (which will thereupon become void), will thereafter have the right
to receive upon exercise of a Right and payment at the then current exercise
price of the
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Right, that number of shares of Common Stock, or that number of one
one-thousandths of a share of Preferred Stock, having a market value of two
times the Purchase Price.
In the event that, after a person or group has become an Acquiring
Person, the Company is acquired in a merger or other business combination
transaction or 50% or more of its consolidated assets or earning power are
sold, proper provision will be made so that each holder of a Right (other than
Rights beneficially owned by an Acquiring Person or any affiliate or associate
of the Acquiring Person or certain other transferees which will have become
void) will thereafter have the right to receive, upon the exercise thereof at
the Purchase Price, that number of shares of common stock of the person with
whom the Company has engaged in the foregoing transaction (or its parent),
which number of shares at the time of such transaction will have a market
value of two times the Purchase Price.
At any time after any person or group becomes an Acquiring Person
and prior to the acquisition by such person or group of 50% or more of the
outstanding shares of Common Stock or the occurrence of an event described in
the prior paragraph, the Board of Directors of the Company may exchange the
Rights (other than Rights owned by such Acquiring Person or any affiliate or
associate of the Acquiring Person or certain other transferees which will have
become void), in whole or in part, at an exchange ratio of one share of Common
Stock, or one one-thousandth of a share of Preferred Stock (or of a share of a
similar class or series of the Company's preferred stock having similar
rights, preferences and privileges of equivalent value, per Right (subject to
adjustment)).
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 or Common Stock
are required to be issued (other than fractions which are integral multiples
of one one-thousandth of a share of Preferred Stock, which may, at the
election of the Company, be evidenced by depositary receipts) and in lieu
thereof, an adjustment in cash will be made based on the market price of the
Preferred Stock or Common Stock on the last trading day prior to the date of
exercise or exchange.
At any time prior to the time an Acquiring Person becomes such, the
Board of Directors of the Company may redeem the Rights in whole, but not in
part, at a price of $.01 per Right (the "Redemption Price") payable, at the
option of the Company, in cash, shares of Common Stock or such other form of
consideration as the Board of Directors shall determine. The redemption of the
Rights may be made effective at such time, on such basis and with such
conditions as the Board of Directors in its sole discretion may establish.
Immediately upon any redemption of the Rights, the right to exercise the
Rights will terminate and the only right of the holders of Rights will be to
receive the Redemption Price.
For so long as the Rights are then redeemable, the Company may,
except with respect to the Redemption Price, amend the Rights Agreement in any
manner. After the Rights are no longer redeemable, the Company may, except
with respect to the Redemption Price, amend the Rights Agreement in any manner
that does not adversely affect the interests of holders of the Rights.
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Until a Right is exercised or exchanged, 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.
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Item 7. Exhibits.
4. Rights Agreement, dated as of August 13, 2001, between the Company
and The Bank of New York, as Rights Agent, which includes the form
of Certificate of Designations with respect to the Series A Junior
Participating Preferred Stock as Exhibit A, the form of Right
Certificate as Exhibit B and the Summary of Rights to Purchase
Shares of Preferred Stock as Exhibit C.
99. Press Release dated August 13, 2001.
SIGNATURE
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.
SYMBOL TECHNOLOGIES, INC.
DATED: August 21, 2001 By: /s/Leonard Goldner
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Name: Leonard Goldner
Title: Executive Vice President and
General Counsel
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