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
Control Devices, Inc.
(Exact name of registrant as specified in its charter)
Indiana 01-0490335
(State of (I.R.S. Employer
incorporation) Identification
Number)
728 Northeast Road
Standish, Maine 04084
(Address of pincipal (Zip Code)
executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
None
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective
pursuant to General Instruction A.(c), please check the following
box. [ ]
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. [x]
Securities Act registration statement file number to which this
form relates: (If applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
Common Share Purchase Rights
(Title of Class)
Item 1. Description of Registrant's Securities to be Registered
On May 7, 1998, the Board of Directors of Control Devices,
Inc. (the "Corporation") declared a dividend of one common share
purchase right (a "Right" or "Rights") for each outstanding share
of the Corporation's common stock, without par value (the "Common
Shares"), of the Corporation, payable on June 11, 1998 to
shareholders of record at the close of business on that date. If
and when the Rights become exercisable, each Right will entitle the
registered holder to purchase from the Corporation one Common Share
at a purchase price of $65.00 (the "Purchase Price"), although the
price may be adjusted as described below. The description and
terms of the Rights are set forth in a Rights Agreement (the
"Rights Agreement") between the Corporation and BankBoston, N.A.,
as Rights Agent (the "Rights Agent"). Pursuant to the terms of the
Rights Agreement, the Board of Directors of the Corporation
retained the right to amend it and extend its expiration date in
certain circumstances.
TRADING AND DISTRIBUTION OF RIGHTS
Shareholders will not receive a separate certificate for the
Rights. The Rights are represented by the outstanding Common Share
certificates with a copy of a summary of rights attached thereto.
The Rights cannot be bought, sold or otherwise traded separately
from the Common Shares. Certificates for Common Shares issued
after the record date for the dividend of the Rights will carry a
notation that indicates that Rights are attached to the Common
Shares and that the terms of the Rights Agreement are incorporated
therein.
Separate certificates representing the Rights will be
distributed as soon as practicable after the "Distribution Date,"
which is the earliest to occur of:
(1) 10 calendar days following a public
announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired
beneficial ownership of 15% or more of the outstanding
Common Shares, or
(2) 10 business days (or such later date as may be
determined by action of the Board of Directors prior to
the time any person or group becomes an Acquiring Person)
following the commencement or announcement of an
intention to make a tender offer or exchange offer the
consummation of which would result in the beneficial
ownership by a person or group of 15% or more of such
outstanding Common Shares.
Until the Distribution Date (or earlier exchange, redemption
or expiration of the Rights), the surrender for transfer of any
certificates for Common Shares outstanding as of the date of the
Rights Agreement, even without such notation or a copy of this
Summary of Rights being attached thereto, will also constitute the
transfer of the Rights associated with the Common Shares
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
Common Shares as of the close of business on the Distribution Date
and, thereafter, such separate Right Certificates alone will
evidence the Rights.
EXERCISABILITY AND EXPIRATION
The holders of the Rights are not required to take any action
until the Rights become exercisable. As described above, the
Rights are not exercisable until the Distribution Date. Holders of
the Rights will be notified that the Rights have become exercisable
when the Rights Agent mails the Rights Certificates. The Rights
will expire on June 10, 2008 (the "Final Expiration Date"), unless
the Final Expiration Date is extended or unless the Rights are
earlier redeemed by the Corporation, in each case, as described
below.
ADJUSTMENTS
To protect the value of the Rights to the holders, the
Purchase Price payable, and the number of Common Shares or other
securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time (1) in the event of a stock
dividend on, or a subdivision, combination or reclassification of,
the Common Shares, (2) upon the grant to holders of the Common
Shares of certain rights or warrants to subscribe for or purchase
Common Shares at a price, or securities convertible into Common
Shares with a conversion price, less than the then current market
price of Common Shares, or (3) upon the distribution to holders of
the Common Shares of evidences of indebtedness or assets (excluding
regular periodic cash dividends paid out of earnings or retained
earnings or dividends payable in Common Shares) or of subscription
rights or warrants, other than those referred to above.
These adjustments are called anti-dilution provisions and are
intended to ensure that a holder of Rights will not be adversely
affected by the occurrence of such events. With certain
exceptions, the Corporation is not required to adjust the Purchase
Price until cumulative adjustments require a change of at least 1%
in the Purchase Price. No fractional Common Shares will be issued
and in lieu thereof, an adjustment in cash will be made based on
the market price of the Common Shares on the last trading day prior
to the date of exercise.
FLIP-OVER EVENTS AND FLIP-IN EVENTS
In the event that (1) the Corporation is acquired in a merger
or other business combination transaction and the Corporation is
not the surviving corporation, or (2) any person consolidates or
merges with the Corporation and all or part of the Corporation's
Common Shares are exchanged for securities, cash or property of any
other person, or (3) 50% or more of the Corporation's consolidated
assets or earning power are sold (collectively, "Flip-Over
Events"), proper provision will be made so that each holder of a
Right, other than the Acquiring Person, will thereafter have the
right to receive, upon the exercise thereof at the then current
exercise price of the Right, that number of shares of common stock
of the acquiring corporation which at the time of such transaction
will have a market value of two times the exercise price of the
Right. In the event that a person acquires 15% or more of the
outstanding Common Shares, (a "Flip-In Event"), proper provision
shall be made so that each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will thereafter
be void), will thereafter have the right to receive upon exercise
that number of Common Shares having a market value of two times the
exercise price of the Right.
EXCHANGE OPTION
At any time after a person becomes an Acquiring Person, and
prior to the acquisition by such Acquiring Person of 50% or more of
the outstanding Common Shares, the Board of Directors of the
Corporation may exchange the Rights (other than Rights owned by
such person or group which have become void), in whole or in part,
at an exchange ratio of one Common Share per Right (subject to
adjustment).
REDEMPTION
At any time prior to the tenth calendar day following the date
of a public announcement that a person or group has become an
Acquiring Person, the Board of Directors of the Corporation may
redeem the Rights in whole, but not in part, at a price of $.01 per
Right (the "Redemption Price"). The redemption of the Rights may
be made effective at such time, on such basis and with such
conditions as the Board of Directors in its sole discretion may
establish. Immediately upon any redemption of the Rights, the
right to exercise the Rights will terminate and the only right of
the holders of Rights will be to receive the Redemption Price.
If the Board of Directors' ability to redeem the Rights
pursuant to the Rights Agreement has expired, but a Flip-Over Event
or certain Flip-In Events have not yet occurred, the redemption
right will be reinstated if the Acquiring Person disposes of a
sufficient number of the Corporation's Common Shares so that such
person then owns less than 10% of the outstanding Corporation's
Common Shares and if certain other conditions are met.
The terms of the Rights may be amended by the Board of
Directors of the Corporation without the consent of the holders of
the Rights, except that from and after such time as any person
becomes an Acquiring Person no such amendment may adversely affect
the interests of the holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a shareholder of the Corporation, including,
without limitation, the right to vote or to receive dividends.
A copy of the Rights Agreement is available from the
Corporation at no charge upon written request. 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 this reference.
Item 2. Exhibits
Number Description
4.1 Rights Agreement, dated as of May 7, 1998, between
the Registrant and BankBoston, N.A., as Rights
Agent is incorporated by reference to Exhibit 4.1
to the Registrant's Current Report on Form 8-K
filed May 20, 1998.
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.
CONTROL DEVICES, INC.
Date: May 20, 1998
By: /s/ Jeffrey G. Wood
____________________________________
Jeffrey G. Wood
Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description
4.1 Rights Agreement, dated as of May 7, 1998, between
the Registrant and BankBoston, N.A., as Rights
Agent is incorporated by reference to Exhibit 4.1
to the Registrant's Current Report on Form 8-K
filed May 20, 1998.