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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 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Sizzler International, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 59-1548266
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(State of Incorporation or Organization) (IRS Employer Identification no.)
6101 West Centinela Avenue, Suite 200, Culver City, 90230
California -------------------------
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(Address of Principal Executive Offices)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [X]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [_]
Securities Act registration statement file number to which this form relates:
N/A
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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Preferred Stock Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
Item 1. Description of Registrant's Securities to be Registered.
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On January 10, 2001 the Board of Directors of Sizzler International,
Inc. (the "Company") declared a dividend of one preferred share purchase right
(each, a "Right") for each share of common stock, $.01 par value per share, of
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the Company (the "Common Shares") to be distributed to shareholders of record at
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the close of business on January 22, 2001 (the "Record Date"). Each Right
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entitles the registered holder to purchase from the Company one Preferred Share
(as defined in paragraph 5(a) below) at an exercise price $10, subject to the
detailed terms and conditions of the rights agreement (the "Rights Plan")
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between the Company and the Bank of New York, a New York banking corporation, as
the Rights Agent (the "Rights Agent").
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The following brief description is intended only to provide a general
executive overview and is subject to the detailed terms and conditions of the
Rights Plan which will be filed with the SEC as an exhibit to the Corporation's
filing on Form 8-K and incorporated by reference herein to this Registration
Statement on Form 8-A.
1. Common Share Certificates Represent The Rights
Until the Rights are triggered on the Distribution Date (as defined in
Section 2 below), (a) the Rights are not exercisable, (b) the Rights are
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attached to and trade only together with the Common Shares and (c) the Company's
regular stock certificates representing Common Shares also represent the Rights
attached to such Common Shares. Common Share certificates issued after the
Record Date and prior to the Distribution Date will contain a notation
incorporating the Rights Plan by reference.
2. Distribution Date
The "Distribution Date" is the earliest of (a) the tenth business day
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following the date of the first public announcement that any person or group or
entity (other than the Company or certain related entities, and with certain
additional exceptions) has become the beneficial owner of 14% or more of the
then outstanding shares of capital stock entitled to vote in the election of
Directors of the Company (the "Voting Shares") (such person, group or entity is
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an "Acquiring Person" and the date of such public announcement is the
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"Acquisition Date"), (b) the tenth business day (or such later day as shall be
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designated by the Board of Directors) following the date of the commencement of,
or the announcement of an intention to make, a tender offer or exchange offer,
the consummation of which would cause any person to become an Acquiring Person
or (c) the first date, on or after the Acquisition Date, upon which (i) the
Company is acquired in a merger or other business combination in which the
Company is not the surviving corporation or in which the outstanding Common
Shares are changed into or exchanged for stock or assets of another person, or
upon which (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).
Upon the close of business on the Distribution Date, the Rights separate
from the Common Shares, Right certificates representing only Rights are issued
and the Rights become exercisable to purchase Preferred Shares as described in
Section 5 below.
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No Person who is the Beneficial Owner of 14% or more of the outstanding
Voting Shares as of the date of adoption of the Rights Plan is be deemed an
Acquiring Person for as long as
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such Person continues to be the Beneficial Owner of 14% or more of the
outstanding Voting Shares unless or until such Person acquires, without the
prior approval of the Board of Directors, Beneficial Ownership of an amount of
additional Voting Shares equal to 1% of the Voting Shares then outstanding.
3. Issuance of Right Certificates
As soon as practicable following the Distribution Date, separate
certificates representing only Rights are mailed to the holders of record of
Common Shares as of the close of business on the Distribution Date, and such
separate Right certificates alone thereafter represent the Rights from and after
the Distribution Date.
4. Expiration of Rights
The Rights expire on five years from the date of adoption of the Rights
Plan (the "Expiration Date"), unless earlier redeemed or exchanged, or unless
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the Distribution Date has previously occurred and the Rights have separated from
the Common Shares, in which case the Rights will remain outstanding for five
years from the date they separate.
5. Exercise of Rights
Unless the Rights have expired or been redeemed or exchanged, they may
be exercised, at the option of the holders, pursuant to paragraphs (a), (b) or
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(c) below. No Right may be exercised more than once or pursuant to more than one
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of such paragraphs. From and after the first event of the type described in
paragraphs (b) or (c) below, each Right that is beneficially owned by an
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Acquiring Person or that was attached to a Common Share that is subject to an
option beneficially owned by an Acquiring Person is void.
(a) Right to Purchase Preferred Shares. From and after the close
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of business on the Distribution Date, each Right (other than a Right that has
become void) is exercisable to purchase one one-hundredth of a share of Series B
Junior Participating Preferred Stock, $5.00 par value per share, of the Company
(the "Preferred Shares"), at an exercise price of $10.00 (the "Exercise Price").
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The Preferred Shares are nonredeemable and, unless otherwise provided in
connection with the creation of a subsequent series of preferred stock, are
subordinate to any other series of the Company's preferred stock whether issued
before or after the issuance of the Preferred Shares. The Preferred Shares may
not be issued except upon exercise of Rights. The holder of a Preferred Share is
entitled to receive when, as and if declared, quarterly dividends payable in
cash on the first day of March, June, September and December in each year,
commencing the first day of the first calendar quarter after the issuance of a
Preferred Share or fraction of a Preferred Share in the amount (rounded to the
nearest cent) of $0.25 per Preferred Share ($1.00 per annum); provided, however,
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that the amount of such quarterly dividend will be reduced by the amount of any
dividends paid in the same calendar quarter pursuant to the next sentence. In
addition, the holders of Preferred Shares will receive dividends or
distributions for each Preferred Share, subject to certain adjustments, equal to
100 times the cash dividends paid with respect to, and 100 times the aggregate
per share amount of any non-cash dividends or distributions paid or made on, the
Common Shares. In the event of liquidation, the holders of Preferred Shares are
entitled to receive a liquidation payment in an amount equal to the greater of
(i) $100.00 per Preferred Share ($1.00 per one one-hundredth of a Preferred
Share), plus all accrued and unpaid dividends and distributions on the Preferred
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Shares, or (ii) an amount equal
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to 100 times the aggregate amount to be distributed per Common Share. Each
Preferred Share has 100 votes per share (one vote per one one-hundredth of a
Preferred Share), voting together with the Common Shares. In the event of any
merger, consolidation or other transaction in which Common Shares are exchanged,
the holder of a Preferred Share is entitled to receive 100 times the amount of
stock, securities, cash and/or any other property received per Common Share. The
rights of the Preferred Shares as to dividends, voting and liquidation
preferences are protected by antidilution provisions. It is anticipated that the
value of one one-hundredth of a Preferred Share should approximate the value of
one Common Share.
(b) Right to Purchase Common Shares of the Company. From and after
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the close of business on the tenth business day following the Acquisition Date,
each Right (other than a Right that has become void) will be exercisable to
purchase, at the Exercise Price (initially $10.00), Common Shares with a market
value equal to two times the Exercise Price. If the Company does not have
sufficient Common Shares available for all Rights to be exercised, the Company
is to substitute for all or any portion of the Common Shares that would
otherwise be issuable upon the exercise of the Rights, cash, assets or other
securities having the same aggregate value as such Common Shares.
(c) Right to Purchase Common Stock of a Successor Corporation. If, on
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or after the Acquisition Date, (i) the Company is acquired in a merger or other
business combination in which the Company is not the surviving corporation, (ii)
the Company is the surviving corporation in a merger or other business
combination in which all or part of the outstanding Common Shares are changed
into or exchanged for stock or assets of another person or (iii) 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 Right (other than a
Right that has become void) is thereafter exercisable to purchase, at the
Exercise Price (initially $10.00), shares of common stock of the surviving
corporation or purchaser, respectively (the "Surviving Person"), with an
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aggregate market value equal to two times the Exercise Price.
6. Adjustments to Prevent Dilution
The Exercise Price, the number of outstanding Rights and the number of
Preferred Shares or Common Shares issuable upon exercise of the Rights are
subject to adjustment from time to time as set forth in the Rights Plan in order
to prevent dilution. With certain exceptions, no adjustment in the Exercise
Price is required until cumulative adjustments require an adjustment of at least
1%.
7. Cash Paid Instead of Issuing Fractional Securities
No fractional securities will be issued upon exercise of a Right (other
than fractions of Preferred Shares that are integral multiples of one one-
hundredth of a Preferred Share and that may, at the election of the Company, be
evidenced by depositary receipts) and in lieu thereof, an adjustment in cash
shall be made based on the market price of such securities on the last trading
date prior to the date of exercise.
8. Redemption
At any time prior to the earlier of (a) the tenth business day following
the Acquisition Date or (b) the first event of the type giving rise to exercise
rights under Section 5(c) above, the
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Board of Directors may, at its option, direct the Company to redeem the Rights
in whole, but not in part, at a price of $.001 per Right (the "Redemption
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Price"), and the Company will thereafter redeem the Rights. Immediately upon
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such action by the Board of Directors (the date of such action being the
"Redemption Date"), the only right of the holders of Rights thereafter is to
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receive the Redemption Price.
9. Exchange
At any time during the period of 180 days after the Acquisition Date, the
Board of Directors of the Company may, at its option, authorize and direct the
exchange of all, but not less than all, of the then outstanding Rights for
Common Shares, one one-hundredths of Preferred Shares, debt securities of the
Company, other property or any combination of the foregoing, which, as of the
date of the Board of Directors' action, has a current market price equal to the
difference between the Exercise Price and the current market price of the shares
that would otherwise be issuable upon exercise of a Right on such date (the
"Exchange Ratio"), and the Company will thereafter so exchange the Rights.
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Immediately upon such action by the Board of Directors, the right to exercise
Rights shall terminate and the only right of the holders of Rights thereafter is
to receive the securities so designated by the Board of Directors in accordance
with the Exchange Ratio.
10. No Stockholder 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 rights resulting from such
holder's ownership of Common Shares), including, without limitation, the right
to vote or to receive dividends.
11. Amendment of Rights Plan
The Board of Directors may, from time to time, without the approval of any
holder of Rights, direct the Company and the Rights Agent to supplement or amend
any provision of the Rights Plan in any manner, whether or not such supplement
or amendment is adverse to any holder of Rights, and the Company and the Rights
Agent will thereafter so supplement or amend such provision; provided, however,
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that from and after the earliest of (a) the tenth business day following the
Acquisition Date, (b) the first event of the type giving rise to exercise rights
under Section 5(c) above or (c) the Redemption Date, the Rights Plan cannot be
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supplemented or amended in any manner that would materially and adversely affect
any holder of outstanding Rights other than an Acquiring Person or a Surviving
Person.
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Item 2. Exhibits
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1. Rights Agreement, dated as of January 22, 2001, between Sizzler
International, Inc. and the Bank of New York, as Rights Agent, which
includes as Exhibit A Certificate of Determination of Series B
Junior Participating Preferred Stock and as Exhibit B the Form of
Right Certificate, Form of Assignment and Form of Election to
Purchase (incorporated by reference to Sizzler International, Inc.'s
Current Report on Form 8-K filed January 22, 2001).
2. Press release of January 22, 2001 regarding adoption of shareholder
rights plan entitled "Sizzler Names Chief Administrative Officer and
Reauthorizes Shareholder Rights Plan" (incorporated by reference to
Sizzler International, Inc.'s Current Report on Form 8-K filed
January 22, 2001).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
SIZZLER INTERNATIONAL, INC.
Date: January 22, 2001 By: /s/ Michael B. Green
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Michael B. Green, Esq.
Secretary
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EXHIBIT INDEX
4 Rights Agreement, dated as of January 22, 2001, between
Sizzler International, Inc. and the Bank of New York, as
Rights Agent, which includes as Exhibit A Certificate of
Determination of Series B Junior Participating Preferred
Stock and as Exhibit B the Form of Right Certificate, Form
of Assignment and Form of Election to Purchase (incorporated
by reference to Sizzler International, Inc.'s Current Report
on Form 8-K filed January 22, 2001).
99.1 Press release of January 22, 2001 regarding adoption of
shareholder rights plan entitled "Sizzler Names Chief
Administrative Officer and Reauthorizes Shareholder Rights
Plan" (incorporated by reference to Sizzler International,
Inc.'s Current Report on Form 8-K filed January 22, 2001).