SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 12, 2003
MEDSOURCE TECHNOLOGIES, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-49702 52-2094496
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(State or Other Jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification No.)
110 Cheshire Lane, Suite 100, Minneapolis, MN 55305
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (952) 807-1234
Item 5. Other Events and Regulation FD Disclosure.
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On August 12, 2003, pursuant to a Rights Agreement (the "Rights
Agreement") between MedSource Technologies, Inc. (the "Company") and Wachovia
Bank, National Association, as Rights Agent (the "Rights Agent"), the Company's
Board of Directors declared a dividend of one right (a "Right") to purchase one
one-thousandth share of the Company's Series G Participating Preferred Stock
("Series G Preferred Stock") for each outstanding share of the Company's common
stock, par value $0.01 per share ("Common Stock"). The dividend is payable on
Friday, August 29, 2003 (the "Record Date") to shareholders of record as of the
close of business on that date. Each Right entitles the registered holder to
purchase from the Company one one-thousandth of a share of Series G Preferred
Stock at an exercise price of $40.00 (the "Purchase Price"), subject to
adjustment.
The following summary of the principal terms of the Rights Agreement
is a general description only and is subject to the detailed terms and
conditions of the Rights Agreement. A copy of the Rights Agreement is attached
as Exhibit 4.1 to this Registration Statement and is incorporated herein by
reference.
RIGHTS EVIDENCED BY COMMON STOCK CERTIFICATES
The Rights will not be exercisable until the Distribution Date
(defined below). Certificates for the Rights ("Rights Certificates") will not be
sent to shareholders and the Rights will attach to and trade only together with
the Common Stock. Accordingly, certificates representing shares of Common Stock
outstanding on the Record Date will evidence the Rights associate with such
shares of Common Stock, and Common Stock certificates issued after the Record
Date will contain a notation incorporating the Rights Agreement by reference.
Until the Distribution Date (or earlier redemption or expiration of the Rights),
the surrender or transfer of any certificates representing shares of Common
Stock outstanding as of the Record Date, even without notation or a copy of the
Summary of Rights being attached thereto, also will constitute the transfer of
the Rights associated with the Common Stock represented by such certificate.
DISTRIBUTION DATE
The Rights will be separate from the Common Stock, Rights
Certificates will be issued and the Rights will become exercisable upon the
earlier of (a) the tenth business day after a public announcement that a person
or group of affiliated or associated persons ("Acquiring Person") has acquired,
or obtained the right to acquire, beneficial ownership of 15% or more of the
Common Stock then outstanding (or, if the date of such public announcement is
prior to the Record Date, the Record Date), or (b) the tenth business day (or
such later date as may be determined by the Company's Board of Directors prior
to the time any person shall become an Acquiring Person) after a person or group
announces a tender or exchange offer, the consummation of which would result in
ownership by a person or group of 15% or more of the Company's then outstanding
Common Stock. The earlier of such dates is referred to as the "Distribution
Date."
ISSUANCE OF RIGHTS CERTIFICATES; EXPIRATION OF RIGHTS
As soon as practicable following the Distribution Date, a Rights
Certificate will be mailed to holders of record of Common Stock as of the close
of business on the Distribution Date and such separate Rights Certificate alone
will evidence the Rights from and after the Distribution Date. The Rights will
expire on the earliest of (i) August 29, 2013, (the "Final Expiration Date"), or
(ii) redemption or exchange of the Rights as described below.
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INITIAL EXERCISE OF THE RIGHTS
Following the Distribution Date, and until the redemption or exchange
described below, holders of the Rights will be entitled to receive, upon
exercise and the payment of the Purchase Price, one one-thousandth share of the
Series G Preferred Stock. In the event that the Company does not have sufficient
Series G Preferred Stock available for all Rights to be exercised, or the Board
of Directors decides that such action is necessary and not contrary to the
interests of Rights holders, the Company may instead substitute cash, assets or
other securities for the Series G Preferred for which the Rights would have been
exercisable under this provision or as described below.
RIGHT TO BUY COMPANY COMMON STOCK
Unless the Rights are earlier redeemed, in the event that an
Acquiring Person obtains 15% or more of the Company's then outstanding shares of
Common Stock, each holder of a Right which has not theretofore been exercised
(other than Rights beneficially owned by the Acquiring Person, which will
thereafter be void) will thereafter have the right to receive, upon exercise,
shares of Common Stock having a value equal to two times the Purchase Price.
Rights are not exercisable following the occurrence of an event as described
above until such time as the Rights are no longer redeemable by the Company as
set forth below.
RIGHT TO BUY ACQUIRING COMPANY STOCK
Similarly, unless the Rights are earlier redeemed, in the event that,
after an Acquiring Person obtains 15% or more of the Company's then outstanding
shares of Common Stock, (i) the Company is acquired in a merger or other
business combination transaction, or (ii) 50% or more of the Company's
consolidated assets or earning power are sold (other than in transactions in the
ordinary course of business), proper provision must be made so that each holder
of a Right which has not theretofore been exercised (other than Rights
beneficially owned by the Acquiring Person, which will thereafter be void) will
thereafter have the right to receive, upon exercise, shares of common stock of
the acquiring company having a value equal to two times the Purchase Price.
REDEMPTION
At any time on or prior to the close of business on the earlier of
(i) the fifth day following the attainment of 15% or more of the then
outstanding shares of Common Stock by an Acquiring Person (or such later date as
may be determined by action of the Company's Board of Directors and publicly
announced by the Company), or (ii) the Final Expiration Date, the Company may
redeem the Rights in whole, but not in part, at a price of $0.001 per Right.
EXCHANGE PROVISION
At any time after an Acquiring Person obtains 15% or more of the then
outstanding shares of Common Stock and prior to the acquisition by such
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), in whole or in part, at an exchange ratio of one share of
Common Stock per Right.
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ADJUSTMENTS TO PREVENT DILUTION
The Purchase Price payable, the number of Rights, and the number of
shares of Series G Preferred Stock or Common Stock or other securities or
property issuable upon exercise of the Rights are subject to adjustment from
time to time in connection with the dilutive issuances by the Company as set
forth in the Rights Agreement. With certain exceptions, no adjustment in the
Purchase Price will be required until cumulative adjustments require an
adjustment of at least 1% in such Purchase Price.
CASH PAID INSTEAD OF ISSUING FRACTIONAL SHARES
No fractional shares of Common Stock will be issued upon exercise of
a Right and, in lieu thereof, an adjustment in cash will be made based on the
market price of the Common Stock on the last trading date prior to the date of
exercise.
NO STOCKHOLDERS' RIGHTS PRIOR TO EXERCISE
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company (other than any rights resulting from
such holder's ownership of Common Stock), including, without limitation, the
right to vote or to receive dividends.
AMENDMENT OF RIGHTS AGREEMENT
The terms of the Rights and the Rights Agreement may be amended in
any respect without the consent of the Rights holders on or prior to the
Distribution Date; thereafter, the terms of the Rights and the Rights Agreement
may be amended without the consent of the Rights holders in order to cure any
ambiguities, correct or supplement inconsistent provisions in the Rights
Agreement, shorten or lengthen any period of time in the Rights Agreement or
make changes which do not adversely affect the interests of Rights holders
(other than the Acquiring Person).
RIGHTS AND PREFERENCES OF THE SERIES G PREFERRED STOCK
Each one-thousandth of a share of Series G Preferred Stock has rights
and preferences substantially equivalent to those of one share of Common Stock.
NO VOTING RIGHTS
Rights will not have any voting rights.
CERTAIN ANTI-TAKEOVER EFFECTS
The Rights approved by the Board of Directors are designed to protect
and maximize the value of the outstanding equity interests in the Company in the
event of an unsolicited attempt by an acquirer to take over the Company in a
manner or on terms not approved by the Board of Directors. Takeover attempts
frequently include coercive tactics to deprive a company's board of directors
and its stockholders of any real opportunity to determine the destiny of such
company. The Rights have been declared by the Board of Directors in order to
deter such tactics, including a gradual accumulation of shares in the open
market of 15% or greater position to be followed by a merger or a partial or
two-tier tender offer that does not treat all stockholders equally. These
tactics often unfairly pressure stockholders, squeeze them out of their
investment without giving them any real choice and deprive them of the full
value of their shares.
The Rights are not intended to prevent a takeover of the Company.
Subject to the restrictions described above, the Rights may be redeemed by the
Company at $0.001 per Right at any time prior to the Distribution Date.
Accordingly, the Rights should not interfere with any merger or business
combination approved by the Board of Directors.
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However, the Rights may have the effect of rendering more difficult
or discouraging an acquisition of the Company deemed undesirable by the Board of
Directors. The Rights may cause substantial dilution to a person or group that
attempts to acquire the Company on terms or in a manner not approved by the
Company's Board of Directors, except pursuant to an offer conditioned upon the
negation, purchase or redemption of the Rights.
Issuance of the Rights does not weaken the financial strength of the
Company or interfere with its business plans. The issuance of the Rights
themselves has no dilutive effect, will not affect reported earnings per share,
should not be taxable to the Company or to its stockholders, and will not change
the way in which the Company's shares are presently traded. The Company's Board
of Directors believes that the Rights represent a sound and reasonable means of
addressing the complex issues of corporate policy raised by takeover measures.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
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(c) Exhibits.
EXHIBIT NO.
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4.1 Rights Agreement dated as of August 12, 2003 between the Company and
Wachovia Bank, National Association, including the Certificate of
Designation, the form of Rights Certificate and the Summary of Rights
attached thereto as Exhibits A, B, and C, respectively
99.1 Press Release of MedSource Technologies, Inc. issued August 19, 2003
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SIGNATURE
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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 thereunto duly authorized.
Date: August 19, 2003
MEDSOURCE TECHNOLOGIES, INC.
By: /s/ William J. Kullback
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William J. Kullback
Senior Vice President - Finance
and Chief Financial Officer
EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION PAGE NO.
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4.1 Rights Agreement dated as of August 12, 2003
between the Company and Wachovia Bank,
National Association, including the
Certificate of Designation, the form of
Rights Certificate and the Summary of Rights
attached thereto as Exhibits A, B, and C,
respectively
99.1 Press Release of MedSource Technologies, Inc.
issued August 19, 2003