SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
KENT ELECTRONICS CORPORATION
(Exact name of registrant as specified in its charter)
TEXAS 74-1763591
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
1111 GILLINGHAM LANE
SUGAR LAND, TEXAS 77478
(Address of principal executive offices)
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
- ---------------------------- -------------------------------------
PREFERRED STOCK NEW YORK STOCK EXCHANGE, INC.
PURCHASE RIGHTS
If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box. [ ]
If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
NOT APPLICABLE
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On May 11, 1990, the Board of Directors of Kent Electronics Corporation
(the "Company") created one Right for each outstanding share of Common Stock,
without par value ("Common Stock"), of the Company and issued such Rights to
shareholders of record at the close of business on May 24, 1990 (the "Record
Date"). Each Right entitles the registered holder to purchase from the Company
one one-hundredth of a share of Series A Preferred Stock, par value $1.00 per
share (the "Preferred Stock"), at a price of $40 per one one-hundredth of a
share (the "Purchase Price"), subject to adjustment. The Purchase Price shall be
paid in cash or by certified check, cashiers or official bank check or bank
draft payable to the order of the Company or the Rights Agent. The description
and terms of the Rights are set forth in an Amended and Restated Rights
Agreement (the "Rights Agreement") between the Company and ChaseMellon
Shareholder Services, L.L.C., as Rights Agent.
Initially, the Rights will be attached to all Common Stock certificates
representing shares then outstanding, and no separate Rights Certificates will
be distributed. The Rights will separate from the Common Stock and a
Distribution Date will occur upon the earlier of (i) a public announcement that
a person or group of affiliated or associated persons (an "Acquiring Person")
has acquired, or obtained the right to acquire, beneficial ownership of 15% or
more of the outstanding shares of Common Stock (the date of the announcement
being the "Stock Acquisition Date"), or (ii) ten business days (or such later
date as may be determined by the Company's Board of Directors before the
Distribution Date occurs) following the commencement of a tender offer or
exchange offer that would result in a person's becoming an Acquiring Person.
Certain inadvertent acquisitions will not result in a person's becoming an
Acquiring Person if the person promptly divests itself of sufficient Common
Stock. Until the Distribution Date, (i) the Rights will be evidenced by the
Common Stock certificates and will be transferred with and only with such Common
Stock certificates, (ii) new Common Stock certificates issued after May 24, 1990
will contain a notation incorporating the Rights Agreement by reference, and
(iii) the surrender for transfer of any certificates for Common Stock
outstanding will also constitute the transfer of the Rights associated with the
Common Stock represented by such certificate.
The Rights are not exercisable until the Distribution Date and will expire
at the close of business on May 24, 2000, unless earlier redeemed by the Company
as described below.
As soon as practicable after the Distribution Date, Rights Certificates
will be mailed to holders of record of Common Stock as of the close of business
on the Distribution Date and, thereafter, the separate Rights Certificates alone
will represent the Rights. All shares of Common Stock issued prior to the
Distribution Date will be issued with Rights. Shares of Common Stock issued
after the Distribution Date in connection with certain employee benefit plans or
upon conversion of certain securities will be issued with Rights. Except as
otherwise determined by a majority of the Continuing Directors (as defined
below), no other shares of Common Stock issued after the Distribution Date will
be issued with Rights.
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In the event (a "Section 11(a)(ii) Event") that a person becomes an
Acquiring Person (except pursuant to a tender or exchange offer for all
outstanding shares of Common Stock at a price and on terms that the Continuing
Directors determine to be fair to and otherwise in the best interests of the
Company and its shareholders (a "Permitted Offer")), each holder of a Right will
thereafter have the right to receive, upon exercise, Common Stock (or, in
certain circumstances, cash, property or other securities of the Company) having
a Current Market Price (as defined in the Rights Agreement) equal to two times
the exercise price of the Right. Notwithstanding any of the foregoing, following
the occurrence of the Section 11(a)(ii) Event, all Rights that are, or (under
certain circumstances specified in the Rights Agreement) were, beneficially
owned by or transferred to any Acquiring Per son (or certain related parties)
will be null and void in the circumstances set forth in the Rights Agreement.
However, Rights are not exercisable following the occurrence of the Section
11(a)(ii) Event until such time as the Rights are no longer redeemable by the
Company as set forth below.
For example, at an exercise price of $40 per Right, each Right not owned by
an Acquiring Person (or by certain related parties) following the Section
11(a)(ii) Event would entitle its holder to purchase $80 worth of Common Stock
(or other consideration, as noted above) based upon its then Current Market
Price, for $40. Assuming that the Common Stock had a Current Market Price of
$20 per share at such time, the holder of each valid Right would be entitled to
purchase four shares of Common Stock for $40.
In the event (a "Section 13 Event") that, at any time from and after the
time an Acquiring Person becomes such, (i) the Company is acquired in a merger
or other business combination transaction (other than certain mergers that
follow a Permitted Offer), or (ii) 50% or more of the Company's assets or
earning power is sold or transferred, each holder of a Right (except Rights that
previously have been voided as set forth above) shall thereafter have the right
to receive, upon exercise, a number of shares of common stock of the acquiring
company having a Current Market Price equal to two times the exercise price of
the Right. Section 11(a)(ii) Events and Section 13 Events are collectively
referred to as "Triggering Events."
For example, at an exercise price of $40 per Right, each Right following a
Section 13 Event would entitle its holder to purchase $80 worth of common stock
of the acquiring company for $40. Assuming that the common stock of the
acquiring company had a per share value of $40 at such time, the holder of each
issued Right would be entitled to purchase two shares of the common stock of the
acquiring company for $40.
The Purchase Price payable, and the number of one-hundredths of a share 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) if holders of the Preferred Stock
are granted certain rights or warrants to subscribe for Preferred Stock or
convertible securities at less than the 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 quarterly cash dividends)
or of subscription rights or warrants (other than those referred to above).
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With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price. No fractional shares of Preferred Stock will be issued upon the exercise
of any Rights (other than fractions which are integral multiples of one one-
hundredth of a share of Preferred Stock) and, in lieu thereof, an adjustment in
cash will be made based on the market price of the Preferred Stock on the last
trading date prior to the date of exercise.
At any time until the Stock Acquisition Date, the Company may redeem the
Rights in whole, but not in part, at a price of $.01 per Right, payable, at the
option of the Company, in cash, shares of Common Stock or such other
consideration as the Board of Directors may determine. Under certain
circumstances set forth in the Rights Agreement, the decision to redeem requires
the concurrence of a majority of the Continuing Directors. Immediately upon the
action of the Board of Directors ordering redemption of the Rights (with, where
required the concurrence of the Continuing Directors), the Rights will terminate
and the only right of the holders of Rights will be to receive the $.01
redemption price.
The term "Continuing Directors" means any member of the Board of Directors
of the Company who was a member of the Board prior to the date of the Rights
Agreement, and any person who is subsequently elected to the Board if such
person is recommended or approved by a majority of the Continuing Directors, but
shall not include an Acquiring Person or an affiliate or associate of an
Acquiring Person or any representative of the foregoing entities.
At any time after the occurrence of a Section 11(a)(ii) Event and prior to
a person's becoming the beneficial owner of 50% or more of the shares of Common
Stock then outstanding, the Company may exchange the Rights (other than Rights
owned by an Acquiring Person or an affiliate or an associate of an Acquiring
Person, which will have become void), in whole or in part, at an exchange ratio
of one share of Common Stock, and/or other equity securities deemed to have the
same value as one share of Common Stock, per Right, subject to adjustment.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights should not
be taxable to the shareholders or to the Company, shareholders may, depending
upon the circumstances, recognize taxable income in the event that the Rights
become exercisable for Common Stock (or other consideration) of the Company or
for common stock of the acquiring company as set forth above or are exchanged as
provided in the preceding paragraph.
Other than those provisions relating to the principal economic terms of the
Rights, any of the provisions of the Rights Agreement may be amended by the
Board of Directors of the Company prior to the Distribution Date. After the
Distribution Date, the provisions of the Rights Agreement may be amended by the
Board in order to cure any ambiguity, defect or inconsistency, to make changes
which do not materially adversely affect the interests of holders of Rights
(excluding the interests of any Acquiring Person), or to shorten or lengthen any
time period under the Rights
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Agreement; provide, however, that no amendment to adjust the time period
governing redemption shall be made at such time as the Rights are not
redeemable.
A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an Exhibit to a Registration Statement on Form 8-A.
A copy of the Rights Agreement is available free of charge from the Company.
This summary description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement, which is
incorporated herein by reference.
ITEM 2. EXHIBITS.
*Exhibit 1 Rights Agreement between Kent Electronics Corporation
and Ameritrust Company National Association; dated as of
May 14, 1990, which includes as Exhibit A the
Certificate of Designation, Preferences and Rights of
Series A Preferred Stock, Exhibit B the form of Rights
Certificate and as Exhibit C the Summary of Rights to
Purchase Preferred Stock.
*Exhibit 2 First Amendment to Rights Agreement among Kent
Electronics Corporation and Ameritrust Company National
Association dated as of July 18, 1991.
Exhibit 3 Amended and Restated Rights Agreement between Kent
Electronics Corporation and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent, dated as of September
3, 1998, which includes as Exhibit A the Certificate of
Designation, Preferences and Rights of Series A
Preferred Stock, Exhibit B the form of Rights
Certificate and as Exhibit C the Summary of Rights to
Purchase Preferred Stock.
__________________________
* Previously filed.
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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.
Date: September 18, 1998 KENT ELECTRONICS CORPORATION
By: /s/ Stephen J. Chapko
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Name: Stephen J. Chapko
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Title: Executive Vice President & CFO
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