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):
April 11, 1999
PEOPLE'S CHOICE TV CORP.
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(Exact name of registrant as specified in its charter)
Delaware 0-21920 06-1366643
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(State or other juris- (Commission File Number) (IRS Employer
diction of incorporation) Identification No.)
2 Corporate Drive
Shelton, Connecticut 06484
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(Address of principal executive offices) (Zip Code)
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(203) 925-7900
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed from last report)
Item 5. Other Events.
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(a) On April 12, 1999, People's Choice TV Corp. (the "Company") entered into an
Agreement and Plan of Merger, dated as of April 12, 1999 (the "Merger
Agreement"), with Sprint Corporation ("Sprint") and MM Acquisition Corp., a
wholly owned subsidiary of Sprint ("Merger Sub"). Pursuant to the terms and
subject to the conditions of the Merger Agreement, Merger Sub will merge with
and into the Company (the "Merger"), with the Company as the surviving
corporation. As a result of the Merger, each outstanding share of common stock,
par value $.01 per share (the "Common Stock") of the Company (other than shares
owned by Sprint, Merger Sub or held by the Company as treasury stock or shares
with respect to which the holders have perfected appraisal rights under Delaware
law) will be converted into the right to receive $8.00 per share in cash. The
foregoing description is qualified in its entirety by reference to the Merger
Agreement which is attached hereto as Exhibit 2.1 and is incorporated herein by
reference.
(b) On April 12, 1999, as a condition and inducement to Sprint entering into the
Merger Agreement, Matthew Oristano, the Company's Chairman and Chief Executive
Officer, and members of Mr. Oristano's family and family trusts and foundations
(collectively, the "Oristano Stockholders"), who beneficially own or have the
power to vote shares of the Common Stock representing 10.5% of the outstanding
Common Stock of the Company, entered into an agreement with Sprint (the
"Stockholder and Option Agreement") pursuant to which the Oristano Stockholders,
among other things, have granted an option in favor of Sprint with respect to
the Common Stock held by the Oristano Stockholders, subject to certain terms and
conditions. The foregoing description of the Stockholder and Option Agreement
contained herein is qualified in its entirety by reference to the Stockholder
and Option Agreement, which is attached hereto as Exhibit 10.1 and is
incorporated herein by reference.
(c) 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. 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 a 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 and Merger Sub 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 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
4.1 and is incorporated herein by reference.
A copy of the press release announcing the foregoing transactions is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
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(a) Financial statements of business acquired: None
(b) Pro forma financial information: None
(c) Exhibits:
2.1 Agreement and Plan of Merger, dated as of April 12, 1999
among People's Choice TV Corp., Sprint Corporation and MM
Acquisition Corp.
4.1 Form of Rights Agreement, dated as April 12, 1999 between
People's Choice TV Corp. and Harris Trust Company of
New York, as Rights Agent.
10.1 Stockholder and Option Agreement, dated as of April 12, 1999
among Sprint Corporation, Matthew Oristano and
other parties named therein.
99.1 Press Release issued by People's Choice TV Corp. on
April 12, 1999.
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.
PEOPLE'S CHOICE TV CORP.
By: /s/ Matthew Oristano
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Chairman and Chief Executive Officer
Date: April 14, 1999
EXHIBIT INDEX
Exhibit
Number Description
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2.1 Agreement and Plan of Merger, dated as of April 12, 1999 among
People's Choice TV Corp., Sprint Corporation and MM Acquisition
Corp.
4.1 Rights Agreement, dated as of April 12, 1999 between People's
Choice TV Corp. and Harris Trust Company of New York, as Rights
Agent.
10.1 Stockholder and Option Agreement, dated as of April 12, 1999
among Sprint Corporation, Matthew Oristano and other parties
named therein.
99.1 Press Release issued by People's Choice TV Corp.
April 12, 1999.