SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 26, 2002
Mettler-Toledo International Inc.
(Exact name of registrant as specified in its charter)
Delaware File No. 001-13595 13-3668641
(State of incorporation) (Commission File Number) (IRS Employer
Identification No.)
Im Langacher, P.O. Box MT-100, CH-8606, Greifensee, Switzerland
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: +41-1-944-2211
Item 5. Other Events.
On August 26, 2002 the Board of Directors of Mettler-Toledo
International Inc. (the "Corporation") declared a dividend distribution of
one preferred share purchase right (a "Right") for each outstanding share
of Common Stock, par value $.01 per share (the "Common Shares"), of the
Corporation. The dividend is payable to the stockholders of record on
September 5, 2002 (the "Record Date"), and with respect to Common Shares
issued thereafter until the Distribution Date (as defined below) and, in
certain circumstances, with respect to Common Shares issued after the
Distribution Date. Except as set forth below, each Right, when it becomes
exercisable, entitles the registered holder to purchase from the
Corporation one one-thousandth of a share of Series A Junior Participating
Preferred Stock, $.01 par value per share (the "Preferred Shares"), of the
Corporation at a price of $150.00 per one one-thousandth of a Preferred
Share (the "Purchase Price"), subject to adjustment. The description and
terms of the Rights are set forth in a Rights Agreement (the "Rights
Agreement") between the Corporation and Mellon Investor Services LLC as
Rights Agent (the "Rights Agent"), dated as of August 26, 2002.
Initially, the Rights will be attached to all certificates
representing Common Shares then outstanding, and no separate Right
Certificates will be distributed. The Rights will separate from the Common
Shares upon the earliest to occur of (i) a person or group of affiliated or
associated persons having acquired beneficial ownership of 15% or more of
the outstanding Common Shares (except pursuant to a Permitted Offer, as
hereinafter defined); or (ii) 10 days (or such later date as the Board may
determine) following the commencement of, or announcement of an intention
to make, a tender offer or exchange offer the consummation of which would
result in a person or group becoming an Acquiring Person (as hereinafter
defined) (the earliest of such dates being called the "Distribution Date").
A person or group whose acquisition of Common Shares causes a Distribution
Date pursuant to clause (i) above is an "Acquiring Person." Persons or
groups owning 15% or more of Common Shares outstanding as of the date of
the Rights Agreement have been specifically excluded from the definition of
"Acquiring Person," provided that such a person or group will become an
Acquiring Person if, after the date of the Rights Agreement, such person or
group acquires Common Shares in excess of 2% of the then outstanding Common
Shares. The date that a person or group becomes an Acquiring Person is the
"Shares Acquisition Date."
The Rights Agreement provides that, until the Distribution Date,
the Rights will be transferred with and only with the Common Shares. Until
the Distribution Date (or earlier redemption or expiration of the Rights)
new Common Share certificates issued after the Record Date upon transfer or
new issuance of Common Shares 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 Common Shares outstanding as of the Record Date, even
without such notation or a copy of this Summary of Rights being attached
thereto, will also constitute the transfer of the Rights associated with
the Common Shares 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 Shares as of the close of business on the Distribution Date (and to
each initial record holder of certain Common Shares issued after the
Distribution Date), and such separate Right Certificates alone will
evidence the Rights.
The Rights are not exercisable until the Distribution Date and
will expire at the close of business on September 5, 2012, unless earlier
redeemed by the Corporation as described below.
In the event that any person becomes an Acquiring Person or an
affiliate or associate thereof, (except pursuant to a tender or exchange
offer which is for all outstanding Common Shares at a price and on terms
which a majority of certain members of the Board of Directors determines to
be adequate and in the best interests of the Corporation and its
stockholders, other than such Acquiring Person, its affiliates and
associates (a "Permitted Offer")), each holder of a Right will thereafter
have the right (the "Flip-In Right") to receive upon exercise the number of
Common Shares or of one one-thousandth of a share of Preferred Shares (or,
in certain circumstances, other securities of the Corporation) having a
value (immediately prior to such triggering event) equal to two times the
exercise price of the Right. Notwithstanding the foregoing, following the
occurrence of the event described above, all Rights that are, or (under
certain circumstances specified in the Rights Agreement) were, beneficially
owned by any Acquiring Person or any affiliate or associate thereof will be
null and void.
In the event that, at any time following the Shares Acquisition
Date, (i) the Corporation is acquired in a merger or other business
combination transaction in which the holders of all of the outstanding
Common Shares immediately prior to the consummation of the transaction are
not the holders of all of the surviving corporation's voting power, or (ii)
more than 50% of the Corporation's assets or earning power is sold or
transferred, in either case with or to an Acquiring Person or any affiliate
or associate or any other person in which such Acquiring Person, affiliate
or associate has an interest or any person acting on behalf of or in
concert with such Acquiring Person, affiliate or associate, or, if in such
transaction all holders of Common Shares are not treated alike, any other
person, then each holder of a Right (except Rights which previously have
been voided as set forth above) shall thereafter have the right (the
"Flip-Over Right") to receive, upon exercise, common shares of the
acquiring company (or in certain circumstances, its parent) having a value
equal to two times the exercise price of the Right. The holder of a Right
will continue to have the Flip-Over Right whether or not such holder
exercises or surrenders the Flip-In Right.
The Purchase Price payable, and the number of Preferred Shares,
Common Shares or other securities 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 Shares, (ii) upon the grant to holders
of the Preferred Shares of certain rights or warrants to subscribe for or
purchase Preferred Shares at a price, or securities convertible into
Preferred Shares with a conversion price, less than the then current market
price of the Preferred Shares or (iii) upon the distribution to holders of
the Preferred Shares of evidences of indebtedness or assets (excluding
regular quarterly cash dividends) or of subscription rights or warrants
(other than those referred to above).
The number of outstanding Rights and the number of one
one-thousandths of a Preferred Share issuable upon exercise of each Right
are also subject to adjustment in the event of a stock split of the Common
Shares or a stock dividend on the Common Shares payable in Common Shares or
subdivisions, consolidations or combinations of the Common Shares
occurring, in any such case, prior to the Distribution Date.
Preferred Shares purchasable upon exercise of the Rights will not
be redeemable. Each Preferred Share will be entitled to a minimum
preferential quarterly dividend payment of $10.00 per share but, if
greater, will be entitled to an aggregate dividend per share of 1,000 times
the dividend declared per Common Share. In the event of liquidation, the
holders of the Preferred Shares will be entitled to the greater of (i) a
minimum preferential liquidation payment of $1,000 per share and (ii) an
aggregate payment per share of at least 1,000 times the aggregate payment
made per Common Share. These rights are protected by customary antidilution
provisions. In the event that the amount of accrued and unpaid dividends on
the Preferred Shares is equivalent to six full quarterly dividends or more,
the holders of the Preferred Shares shall have the right, voting as a
class, to elect two directors in addition to the directors elected by the
holders of the Common Shares until all cumulative dividends on the
Preferred Shares have been paid through the last quarterly dividend payment
date or until non-cumulative dividends have been paid regularly for at
least one year.
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 Preferred Shares will be issued
(other than fractions which are one one-thousandth or integral multiples of
one one-thousandth of a Preferred Share, which may, at the election of the
Corporation, be evidenced by depositary receipts) and in lieu thereof, an
adjustment in cash will be made based on the market price of the Preferred
Shares on the last trading day prior to the date of exercise.
At any time prior to the earlier to occur of (i) a person
becoming an Acquiring Person or (ii) the expiration of the Rights, and
under certain other circumstances, the Corporation may redeem the Rights in
whole, but not in part, at a price of $.001 per Right (the "Redemption
Price") which redemption shall be effective upon the action of the Board of
Directors. Additionally, following the Shares Acquisition Date, the
Corporation may redeem the then outstanding Rights in whole, but not in
part, at the Redemption Price, provided that such redemption is in
connection with a merger or other business combination transaction or
series of transactions involving the Corporation in which all holders of
Common Shares are treated alike but not involving an Acquiring Person or
its affiliates or associates. The payment of the Redemption Price may be
deferred under certain circumstances as contemplated in the Rights
Agreement.
All of the provisions of the Rights Agreement may be amended by
the Board of Directors of the Corporation prior to the Distribution Date.
After the Distribution Date, 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 which do not adversely affect the interests
of holders of Rights (excluding the interests of any Acquiring Person), or,
subject to certain limitations, to shorten or lengthen any time period
under the Rights Agreement.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Corporation, including, without
limitation, the right to vote or to receive dividends. While the
distribution of the Rights will not be taxable to stockholders of the
Corporation under U.S. federal tax law, stockholders may, depending upon
the circumstances, recognize taxable income should the Rights become
exercisable or upon the occurrence of certain events thereafter.
Attached hereto as Exhibit 4 and incorporated herein by reference
are a copy of the Rights Agreement, dated August 26, 2002, between the
Corporation and Mellon Investor Services LLC, as Rights Agent, specifying
the terms of the Rights, and the exhibits thereto, as follows: Exhibit A --
The Certificate of Designation; Exhibit B -- The Form of Rights
Certificate; and Exhibit C -- The Summary of Rights to Purchase Preferred
Shares. The foregoing description of the Rights is qualified in its
entirety by reference to the Rights Agreement and the exhibits thereto,
which are herein incorporated by reference.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS
(c) Exhibits
4 Rights Agreement, dated as of
August 26, 2002, between
Mettler-Toledo International
Inc. and Mellon Investor
Services LLC, as Rights Agent,
including all exhibits
thereto, incorporated herein
by reference to Exhibit 4 to
the Company's Registration
Statement on Form 8-A filed
with the Securities and
Exchange Commission on August
27, 2002.
99 Press Release dated August 26,
2002 announcing the adoption of
the Rights Agreement, incorporated
herein by reference to Exhibit 99
of the Company's Registration
Statement on Form 8-A filed with
the Securities and Exchange
Commission on August 27, 2002.
SIGNATURES
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 thereunto duly authorized.
METTLER-TOLEDO INTERNATIONAL INC.
Dated: August 26, 2002 By: /s/ Dennis Braun
---------------------------------
Name: Dennis Braun
Title: Chief Financial Officer and
Group Vice President