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 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PEOPLE'S CHOICE TV CORP.
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(Exact name of registrant as specified in its charter)
Delaware 06-1366643
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
2 Corporate Drive
Shelton, CT 06484
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(Address of principal executive offices) (Zip Code)
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
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), check the following box. [ ]
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), check the following box. [x]
Securities Act registration statement file number to which this form relates:
_____________ (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
Rights to Purchase
Series A Junior Participating Preferred Stock
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(Title of Class)
Item 1. Description of Registrant's Securities to be Registered
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On April 11, 1999, the Board of Directors of the Company authorized and
declared a distribution of one right (a "Right") for each of its outstanding
shares of common stock, par value $.01 per share ("Common Stock"). The
distribution is payable as of April 22, 1999 (the "Record Date") to holders of
record of shares of Common Stock on that date. Each Right entitles the
registered holder thereof to purchase from the Company one one-thousandth of a
share of Series A Junior Participating Preferred Stock, par value $.01 per
share, of the Company ("Series A Preferred Stock") at a price of $35.00 (the
"Exercise Price"), subject to certain adjustments. The description and terms of
the Rights will be set forth in a Rights Agreement, as the same may be amended
from time to time (the "Rights Agreement"), between the Company and Harris Trust
Company of New York, as rights agent (the "Rights Agent").
Initially the Rights will not be exercisable, certificates will not be
sent to stockholders and the Rights will automatically trade with the shares of
Common Stock.
The Rights, unless earlier redeemed or exchanged by the Board of
Directors, become exercisable upon the close of business on the day (the
"Distribution Date") which is the earlier of (i) the tenth day following a
public announcement that a person or group of affiliated or associated persons
(other than certain exceptions set forth below, an "Acquiring Person") which has
acquired beneficial ownership or voting control of 15% or more of the
outstanding shares of Common Stock of the Company, (ii) the tenth business day
(or such later date as may be determined by the Board of Directors prior to such
time as any person or group of affiliated or associated persons becomes an
Acquiring Person) after the date of the commencement or public announcement of a
person's or group's intention to commence a tender or exchange offer the
consummation of which would result in the acquisition of beneficial ownership or
voting control of 15% or more of the Company's outstanding shares of Common
Stock (even if no shares of Common Stock are actually acquired pursuant to such
offer) or (iii) the Expiration Date (as defined therein). Prior to the
Distribution Date, the Rights will not be exercisable, will not be represented
by a separate certificate, and will not be transferable apart from the shares of
Common Stock, but will instead be evidenced, with respect to any of the Common
Stock certificates outstanding as of the Record Date, by such Common Stock
certificate itself. An Acquiring Person does not include (i) the Company, (ii)
any subsidiary of the Company, (iii) any employee benefit plan of the Company or
of any subsidiary of the Company, or any trust or other entity holding shares of
Common Stock for or pursuant to the terms of any such plan, or (iv) any person
or group of affiliated or associated persons whose beneficial ownership or
voting control of 15% or more of the outstanding shares of Common Stock of the
Company results solely from a reduction in the number of outstanding shares of
Common Stock of the Company (provided that any such person or group that does
not become an Acquiring Person by reason of the exception provided by this
clause (iv) shall become an Acquiring Person upon acquisition of any additional
outstanding shares of Common Stock unless such acquisition of additional shares
of Common Stock will not result in such person or group becoming an Acquiring
Person). In addition, Sprint Corporation and MM Acquisition Corp. shall not be
deemed to be an "Acquiring Person" solely by virtue of their acquisition of
preferred stock of the Company pursuant to the Securities Purchase and Option
Agreement between Sprint Corporation and Wireless Holding LLC, dated as of April
2,
1999, or the acquisition of Common Stock pursuant to or otherwise permitted by
the Merger Agreement or any other agreement contemplated thereby.
Until the Distribution Date (or earlier redemption, exchange or
expiration of the Rights), new certificates for shares of Common Stock issued
after the Record Date will contain a legend incorporating the Rights Agreement
by reference. Until the Distribution Date (or earlier redemption, exchange or
expiration of the Rights), the surrender for transfer of shares of Common Stock
outstanding as of the Record Date also will constitute the transfer of the
Rights attaching to such shares. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of shares of Common Stock 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.
The Rights are not exercisable until the Distribution Date. The Rights
will expire at the close of business on April 22, 2009 (the "Final Expiration
Date"), unless earlier redeemed or exchanged by the Company as described below.
The number of one one-thousandths of a share of Series A Preferred Stock
issuable upon exercise of the Rights is subject to certain adjustments from time
to time in the event of a share distribution on, or a subdivision or combination
of, the Common Stock. The Exercise Price for the Rights is subject to adjustment
in certain events.
Unless the Rights are earlier redeemed or exchanged, in the event that a
person or group of affiliated or associated persons becomes an Acquiring Person,
the Rights Agreement provides that each holder of record of a Right, other than
the Acquiring Person (whose Rights will thereupon become null and void), will
thereafter have the right to receive, upon payment of the Exercise Price, that
number of shares of Common Stock having a market value at the time of the
transaction equal to two times the Exercise Price.
In addition, unless the Rights are earlier redeemed or exchanged, in the
event that after the time that a person or group of affiliated or associated
persons becomes an Acquiring Person the Company were to be acquired in a merger
or other business combination (in which any shares are changed into or exchanged
for other securities or assets) or more than 50% of the assets or earning power
of the Company and its subsidiaries (taken as a whole) were to be sold or
transferred in one or a series of related transactions, the Rights Agreement
provides that proper provision will be made so that each holder of record of a
Right, other than the Acquiring Person (whose rights will thereupon become null
and void), will from and after such date have the right to receive, upon payment
of the Exercise Price, that number of shares of common stock of the acquiring
company having a market value at the time of such transaction equal to two times
the Exercise Price.
At any time on or prior to the earlier of (i) the close of business on
the tenth day after a public announcement that a person or group of affiliated
or associated persons has become an Acquiring Person (or such earlier or later
date as may be authorized by the Board of Directors), or (ii) the Expiration
Date, the Company may redeem the Rights in whole, but not in part, at a price of
$.01 per Right ("Redemption Price"), payable at the election of the Company in
cash, shares
of Common Stock or other consideration determined to be appropriate by the Board
of Directors. Following the effective time of the action of the Board of
Directors authorizing redemption of the Rights, the right to exercise the Rights
will terminate and the only right of the holders of the Rights will be to
receive the Redemption Price.
For as long as the Rights are then redeemable, the Company may, except
with respect to the Redemption Price or date of expiration of the Rights, amend
the Rights in any manner, including an amendment to extend the time period in
which the Rights may be redeemed. At any time when the Rights are not then
redeemable, the Company may amend the Rights in any manner that does not
materially adversely affect the interests of holders of the Rights as such.
Until a Right is exercised, the holder, as such, will have no rights as
a stockholder of the Company, including, without limitation, the right to vote
or to receive distributions.
The foregoing description is qualified in its entirety by reference to
the form of Rights Agreement, which includes as Exhibit B the form of Summary of
Rights to Purchase Shares of Series A Junior Participating Preferred Stock and
as Exhibit C the form of Rights Certificate, which is attached hereto as Exhibit
1 and incorporated herein by reference.
Item 2. Exhibits.
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1. Rights Agreement, dated as of April 12, 1999, between People's
Choice TV Corp. and Harris Trust Company of New York, as Rights
Agent, including Form of Rights Certificate.
EXHIBIT INDEX
Exhibit
Number Description
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1 Rights Agreement, dated as of April 12, 1999 between People's Choice
TV Corp. and Harris Trust Company of New York, as Rights Agent.
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.
PEOPLE'S CHOICE TV CORP.
By: /s/ Matthew Oristano
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Chairman and Chief Executive Officer
Date: April 14, 1999