SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Graphic Packaging International Corporation
(Exact name of registrant as specified in its charter)
Colorado 84-1208699
(State of incorporation (IRS Employer
or organization) Identification No.)
4455 Table Mountain Drive
Golden, Colorado 80403
(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is to become 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:
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:
Rights to Purchase Series A NYSE
Junior Participating Preferred Stock
Securities to be registered pursuant to Section 12(g)
of the Act: None
Item 1. Description of Registrant's Securities to be Registered.
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Rights. On May 9, 2000, the Board of Directors of Graphic Packaging
International Corporation (the "Company") declared a dividend distribution of
one right (individually, a "Right" and collectively, the "Rights") for each
outstanding share of the Company's common stock, par value $.01 per share
("Common Stock") to shareholders of record at the close of business on June 1,
2000 (the "Record Date"). Each Right entitles the registered holder to purchase
from the Company a unit consisting of one one-thousandth of a share (a "Unit")
of Series A Junior Participating Preferred Stock, par value $.01 per share (the
"Preferred Stock"), at a Purchase Price of $42.00 per Unit, subject to
adjustment. The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement") between the Company and Norwest Bank
Minnesota, N.A., 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. In general, the Rights will separate from the
Common Stock and a "Distribution Date" will occur upon the earlier of (i) 10
days following a public announcement that a person or group of affiliated or
associated persons, subject to certain exceptions (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 "Stock Acquisition Date"), or
(ii) 10 business days following the commencement of a tender offer or exchange
offer that would result in such a person or group beneficially owning 15% or
more of such outstanding shares of 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 the Record Date will contain a notation
incorporating the Rights Agreement by reference and (iii) the surrender for
transfer of any certificates for Common Stock 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 June 1, 2010, unless extended by the
Board of Directors or 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 the Common Stock as of the
close of business on the Distribution Date and, thereafter, the separate Rights
Certificates alone will represent the Rights. Shares of Common Stock issued
after the Distribution Date will be issued with Rights only upon exercise or
conversion of securities issued prior thereto unless the Board of Directors
determines otherwise.
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If, at any time after the Distribution Date, any person becomes
an Acquiring Person 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 value equal to two times
the exercise price of the Right. Notwithstanding any of the foregoing, all
Rights that are, or (under certain circumstances specified in the Rights
Agreement) were, beneficially owned by any Acquiring Person will be null and
void. However, Rights are not exercisable in any event until such time as the
Rights are no longer redeemable by the Company as set forth below.
If at any time following the Stock Acquisition Date (i) the
Company is acquired in a merger or other business combination transaction in
which the Common Stock is changed or exchanged or in which the Company is not
the surviving corporation, or (ii) 50% or more of the Company's assets or
earning power is sold or transferred, each holder of a Right (except those
Rights owned by an Acquiring Person and voided as set forth above) shall
thereafter have the right to receive, upon exercise, common stock of the
acquiring company having a value equal to two times the exercise price of the
Right. The events set forth in this paragraph and in the second preceding
paragraph are referred to as the "Triggering Events."
The Purchase Price payable, and the number of Units 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).
At any time after any person or group becomes an Acquiring
Person and prior to the acquisition by the Acquiring Person of 50% or more of
the outstanding Common Stock, the Board of Directors of the Company may exchange
the Rights (other than Rights owned by the Acquiring Person, which will have
become void), in whole or in part, at an exchange ratio of one share of Common
Stock per Right (subject to adjustment).
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 Units will be issued 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 ten days following the Stock Acquisition Date,
the Company may redeem the Rights in whole, but not in part, at a price of $.001
per Right. Immediately upon the action of the Board of Directors ordering
redemption of the Rights or at such other time as may be specified by the Board
when it orders redemption, the Rights will terminate and the only right of the
holders of Rights will be to receive the $.001 redemption price.
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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
will not be taxable to shareholders or to the Company, shareholders may,
depending upon the circumstances, recognize taxable income if 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.
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 Rights Agreement may be amended by the Board in order to
cure any ambiguity, to make changes that do not adversely affect the basic
economic terms of the Rights, or to shorten or lengthen any time period under
the Rights Agreement; provided, however, that no amendment to adjust the time
period governing redemption shall be made at a time when the Rights are not
redeemable.
Preferred Stock. The Preferred Stock will have a liquidation
preference of $1.00 per thousandth of a share. Dividends on the Preferred Stock
will be payable quarterly in an amount for each one-thousandth of a share of
Preferred Stock equal to the greater of $.001 or the amount per share of any
dividend paid on the Company's Common Stock for such quarter. Unpaid dividends
will cumulate. The Preferred Stock will not be redeemable. Each one thousandth
share of Preferred Stock will have the same voting rights as one share of Common
Stock.
Pursuant to the Rights Agreement, the Purchase Price payable,
and the number of Units of Preferred Stock or other securities or property
issuable, upon the 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 the
holders of the Preferred Stock of evidences of indebtedness or assets (excluding
regular quarterly cash dividends), assets or subscription rights or warrants
(other than those referred to above).
The Preferred Stock may be issued in fractional shares that are
integral multiples of one one-thousandth of a share. No fractional Units will be
issued upon any exercise of Rights, 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.
Rights Agreement. The terms of the Rights are set forth in the
Rights Agreement. The form of Rights Agreement, which includes, as Exhibit A,
the form of Certificate of Designations of the Preferred Stock and, as Exhibit
B, the form of Rights Certificate, is included as Exhibit 1 to this Registration
Statement on Form 8-A and is incorporated herein by reference. The foregoing
description of the Rights does not purport to be complete and is qualified in
its entirety by reference to the Rights Agreement.
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Item 2. Exhibits.
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Exhibit 1. Rights Agreement, dated as of May 31, 2000, between Graphic Packaging
International Corporation and Norwest Bank Minnesota, N.A.
SIGNATURES
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.
GRAPHIC PACKAGING
INTERNATIONAL CORPORATION
By: /s/ Jill B. W. Sisson
-------------------------
Name: Jill B. W. Sisson
Title: Secretary
Date: June 12, 2000
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