SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20569
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
BERG ELECTRONICS CORP.
(Exact name of registrant as specified in its charter)
Delaware 75-2451903
(State of Incorporation) (IRS Employer Identification No.)
101 South Hanley Road, St. Louis, MO 63105
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Preferred Stock Purchase Rights
(Title of Class)
Securities to be registered pursuant to Section 12(g) of the
Act: None
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Item 1. Description of Securities to be Registered.
On December 22, 1997, the Board of Directors of Berg Electronics Corp. (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 for 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 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 certificates
outstanding as of January 8, 1998, by such Common Stock or Class A Common Stock
certificate with a copy of a Summary of Rights attached thereto. An Acquiring
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Person does not include (A) the Company, (B) any subsidiary of the 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
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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 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 record of the Company's Class A
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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 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
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the greater of $11,500 or 100 times the payment made per share of Common Stock
and 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 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 or the transaction is approved by
the Board of Directors, 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
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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 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
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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
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.
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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.
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 and arrangements. 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
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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 A 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
reference. The foregoing description of the Rights is qualified by reference to
such exhibits.
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Item 2. 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. Letter to Stockholders, dated January 8, 1998.
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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 hereunto duly authorized.
BERG ELECTRONICS CORP.
By: /s/ David M. Sindelar
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David M. Sindelar
Senior Vice President
January 8, 1998
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