SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT - December 22, 1997
(Date of Earliest Event Reported)
BERG ELECTRONICS CORP.
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(Exact name of registrant as specified in its charter)
Commission File No. 1-14080
Delaware 75-2451903
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(State of Incorporation) (I.R.S. Employer Identification No.)
101 South Hanley Road, St. Louis, Missouri 63105
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(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (314) 726-1323
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Item 5. Other Events
Adoption of Stockholder Rights Plan
On December 22, 1997, the Board of Directors of the Company declared a
dividend of one Preferred Stock Purchase Right (the "Right(s)") for each
outstanding share of Common Stock, par value $0.01 per share (the "Common
Stock") and each outstanding share of Class A Common Stock, par value $0.01 per
share (the "Class A Common Stock"), of the Company. The dividend is payable as
of January 8, 1998 to stockholders of record on that date. Each Right entitles
the registered holder to purchase from the Company one one-hundredth (1/100) of
a share of a new series of preferred shares of the Company, designated as Series
A Junior Preferred Stock ("Preferred Stock"), at a price of $115.00 per one
one-hundredth (1/100) of a share (the "Exercise Price"), subject to certain
adjustments. The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement") between the Company and Harris Trust and
Savings Bank, as Rights Agent ("Rights Agent"), dated as of December 22, 1997.
Initially the Rights will not be exercisable, certificates will not be sent to
stockholders, and the Rights will automatically trade with the Common Stock and
the Class A Common Stock.
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The Rights, unless earlier redeemed 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, with certain exceptions set
forth below, has acquired beneficial ownership of 15% or more of the outstanding
voting stock of the Company (an "Acquiring Person") and (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 announcement of a
person's or group's intention to commence a tender or exchange offer the
consummation of which would result in the ownership of 15% or more of the
Company's outstanding voting stock (even if no shares are actually purchased
pursuant to such offer); prior thereto, the Rights would not be exercisable,
would not be represented by a separate certificate, and would not be
transferable apart from the Company's Common Stock and Class A Common Stock, but
will instead be evidenced, with respect to any of the Common Stock or Class A
Common Stock certificates outstanding as of January 8, 1998, by such Common
Stock certificate with a copy of a Summary of Rights attached thereto. An
Acquiring Person does not include (A) the Company, (B) any subsidiary of the
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Company, (C) any employee benefit plan or employee stock plan of the Company or
of any subsidiary of the Company, or any trust or other entity organized,
appointed, established or holding Common Stock for or pursuant to the terms of
any such plan, (D) any person who, as of December 22, 1997, was the beneficial
owner of 15% or more of the shares of voting stock of the Company then
outstanding (provided, however, that any such person shall become an Acquiring
Person if such person, from December 22, 1997, acquires beneficial ownership of
an additional 1% or more of the shares of voting stock of the Company, unless
such acquisition results from (i) any action or transaction approved by the
Board of Directors before such acquisition or (ii) a reduction in the number of
issued and outstanding shares of voting stock of the Company pursuant to a
transaction or transactions approved by the Board of Directors) or (E) any
person or group whose ownership of 15% or more of the shares of voting stock of
the Company then outstanding results solely from (i) any action or transaction
or transactions approved by the Board of Directors before such person or group
became an Acquiring Person or (ii) a reduction in the number of issued and
outstanding shares of voting stock of the Company pursuant to a transaction or
transactions approved by the Board of Directors (provided that any person or
group that does not become an Acquiring Person by reason of clause (i) or (ii)
above shall become an
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Acquiring Person upon acquisition of an additional 1% of the Company's voting
stock unless such acquisition of additional voting stock will not result in such
person or group becoming an Acquiring Person by reason of such clause (i) or
(ii)).
Until the Distribution Date (or earlier redemption or expiration of the
Rights), new Common Stock and Class A Common Stock certificates issued after
January 8, 1998 will contain a legend incorporating the Rights Agreement by
reference. Until the Distribution Date (or earlier redemption or expiration of
the Rights), the surrender for transfer of any of the Company's Common Stock or
Class A Common Stock certificates outstanding as of January 8, 1998 with or
without a copy of the Summary of Rights attached, will also constitute the
transfer of the Rights associated with the Common Stock or Class A Common Stock,
as the case may be, represented by such certificate. As soon as practicable
following the Distribution Date, separate certificates evidencing the Rights
("Right Certificates") will be mailed to holders of record of the Company's
Common Stock and to holders of the Company's Class A Common Stock, in each case,
as of the close of business on the Distribution Date and such separate
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
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business on December 21, 2007, unless earlier redeemed by the Company as
described below.
The Preferred Stock is non-redeemable and, unless otherwise provided in
connection with the creation of a subsequent series of preferred stock,
subordinate to any other series of the Company's preferred stock. The Preferred
Stock may not be issued except upon exercise of Rights. Each share of Preferred
Stock will be entitled to receive when, as and if declared, a quarterly dividend
in an amount equal to the greater of $1.00 per share and 100 times the cash
dividends per share declared on the Company's Common Stock and Class A Common
Stock. In addition, the Preferred Stock is entitled to 100 times any non-cash
dividends (other than dividends payable in equity securities) declared on the
Common Stock and the Class A Common Stock, in like kind. In the event of
liquidation, the holders of Preferred Stock will be entitled to receive for each
share, a liquidation payment in an amount equal to the greater of $11,500 or 100
times the payment made per share of Common Stock and the Class A Common Stock.
Each share of Preferred Stock will have 100 votes, voting together with the
Common Stock and the Class A Common Stock. In the event of any merger,
consolidation or other transaction in which Common Stock or Class A Common Stock
is exchanged, each share of Preferred Stock will be entitled to receive 100
times the amount received per share of Common
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Stock or Class A Common Stock, as the case may be. The rights of Preferred Stock
as to dividends, liquidation and voting are protected by anti-dilution
provisions.
The number of shares of Preferred Stock issuable upon exercise of the
Rights is subject to certain adjustments from time to time in the event of a
stock dividend on, or a subdivision or combination of, the Common Stock and the
Class A Common Stock. The Exercise Price for the Rights is subject to adjustment
in the event of extraordinary distributions of cash or other property to holders
of Common Stock and Class A Common Stock. Unless the Rights are earlier
redeemed, in the event that, after the time that a Person becomes an Acquiring
Person, the Company were to be acquired in a merger or other business
combination (in which any shares of the Company's Common Stock or Class A Common
Stock 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 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
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transaction equal to two times the Exercise Price. In addition, unless the
Rights are earlier redeemed, if a person or group (with certain exceptions)
becomes the beneficial owner of 15% or more of the Company's voting stock, 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 thereafter have the right to receive, upon
payment of the Exercise Price, that number of shares of the Company's Preferred
Stock having a market value at the time of the transaction equal to two times
the Exercise Price (such market value to be determined with reference to the
market value of the Company's Common Stock as provided in the Rights Agreement).
The Rights Agreement also grants the Board of Directors the option, after any
person or group acquires beneficial ownership of 15% or more of the voting stock
but before there has been a 50% acquisition, to exchange one share of common
stock for each then valid right (which would exclude rights held by the
Acquiring Person that have become void).
Fractions of shares of Preferred Stock (other than fractions that are
integral multiples of one one-hundredth (1/100) of a share) may, at the election
of the Company, be evidenced by depositary receipts. The Company may also issue
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cash in lieu of fractional shares which are not integral multiples of one
one-hundredth (1/100) of a share.
At any time on or prior to the close of business on the tenth day after the
time that a person has become an Acquiring Person (or such later date as a
majority of the Board of Directors may determine), the Company may redeem the
Rights in whole, but not in part, at a price of $0.01 per Right ("Redemption
Price"). Immediately upon the effective time of the action of the Board of
Directors of the Company 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 dividends.
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As of December 19, 1997, there were 39,099,791 shares of Common Stock
issued and outstanding, 1,908,554 shares of Class A Common Stock issued and
outstanding, and 953,496 shares reserved for issuance under the Company's
existing stock option plans. 670,000 shares of Preferred Stock have been
reserved for issuance upon exercise of the Rights. The Rights have certain
anti-takeover effects. The Rights will cause substantial dilution to a person or
group who attempts to acquire the Company on terms not approved by the Company's
Board of Directors. The Rights should not interfere with any merger or other
business combination approved by the Board since they may be redeemed by the
Company at $0.01 per Right at any time until the close of business on the tenth
day (or such later date as described above) after a person or group has obtained
beneficial ownership of 15% or more of the voting stock. The form of Rights
Agreement between the Company and Harris Trust and Savings Bank, as rights
agent, specifying the terms of the Rights, which includes as Exhibit A the form
of Summary of Rights to Purchase Series B Junior Preferred Stock, as Exhibit B
the form of Right Certificate and as Exhibit C the form of Certificate of
Designations of the Company setting forth the terms of the Preferred Stock are
attached hereto as exhibits and incorporated herein by
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reference. The foregoing description of the Rights is qualified by reference
to such exhibits.
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Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(c) Exhibits.
1. Rights Agreement dated as of December 22, 1997 between Berg
Electronics Corp. and Harris Trust and Savings Bank, as Rights
Agent. The Rights Agreement includes as Exhibit B the form of
Right Certificate and as Exhibit C the form of Certificate of
Designations.
2. Press Release, dated December 23, 1997.
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SIGNATURES
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.
BERG ELECTRONICS CORP.
By: /s/ David M. Sindelar
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David M. Sindelar
Senior Vice President
December 30, 1997
EXHIBIT INDEX
Exhibit No. Description
1. Rights Agreement dated as of December
22, 1997 between Berg Electronics Corp.
and Harris Trust and Savings Bank, as
Rights Agent. The Rights Agreement
includes as Exhibit B the form of Right
Certificate and as Exhibit C the form of
Certificate of Designations.
2. Press Release, dated December 23, 1997.