FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
RF MICRO DEVICES, INC.
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(Exact Name of Registrant as specified in its charter)
North Carolina 56-1733461
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
7628 Thorndike Road, Greensboro, North Carolina 27409
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(Address of principal executive offices)
(Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which each class is to
To be so registered be registered
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Not applicable
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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:
Preferred Share Purchase Rights
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(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The securities being registered are Preferred Share Purchase Rights
(the "Rights"). On August 10, 2001, the Board of Directors of RF Micro Devices,
Inc., a North Carolina corporation (the "Company"), declared a dividend
distribution of one Right for each outstanding share of the Company's common
stock, no par value per share (the "Common Stock"), to shareholders of record at
the close of business on August 30, 2001. One Right will also be distributed for
each share of Common Stock issued after August 30, 2001, until the Distribution
Date (which is described in the next paragraph). 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, no par value per share (the "Preferred Stock"), at a Purchase Price of
$180 per Unit, subject to adjustment. The description and terms of the Rights
are set forth in a Rights Agreement dated as of August 10, 2001 (the "Rights
Agreement") between the Company and First Union National Bank, 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. The Rights will separate from the Common Stock and a
Distribution Date will occur upon the earliest of (i) 10 business days following
a public announcement that a person or group of affiliated or associated persons
(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 public
announcement of a tender offer or exchange offer that would, if consummated,
result in a person or group beneficially owning 15% or more of such outstanding
shares of Common Stock, subject to certain limitations.
Until the Distribution Date (or earlier redemption or expiration of the
Rights) (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 August 10, 2001 will contain a notation
incorporating the Rights Agreement by reference and (iii) the surrender for
transfer of any certificates for Common Stock outstanding, even without such
notation, will also constitute the transfer of the Rights associated with the
Common Stock represented by such certificate. 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.
The Rights are not exercisable until the Distribution Date and will expire at
the close of business on August 10, 2011, subject to extension by the Board of
Directors, unless earlier redeemed by the Company as described below.
In the event that any person becomes an Acquiring Person, each holder
of a Right will thereafter have the right (the "Flip-In Right") to receive, at
the time specified in the Rights Agreement, (x) upon exercise and payment of the
Purchase Price, Common Stock (or, in certain circumstances, cash, property or
other securities of the Company) having a value equal to two times the Purchase
Price of the Right or (y) at the discretion of the Board of Directors, upon
exercise and without payment of the Purchase Price, Common Stock (or, in certain
circumstances, cash, property or other securities of the Company) having a value
equal to the difference between the Purchase Price of the Right and the value of
the consideration which would be payable under clause (x). Notwithstanding any
of the foregoing, following the occurrence of any of the events set forth in
this paragraph, 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. Rights are not exercisable following the occurrence of the
event set forth above until such time as the Rights are no longer redeemable by
the Company as set forth below.
In the event that, at any time following the Stock Acquisition Date,
(i) the Company is acquired in a merger, statutory share exchange or other
business combination in which the Company is not the surviving corporation, (ii)
the Company is the surviving party in a merger, statutory share exchange or
other business combination and all or part of the Company's Common Stock is
exchanged for stock or other securities of another corporation, or (iii) 50% or
more of the Company's assets or earning power is sold or transferred, each
holder of a Right (except Rights which previously have been voided as set forth
above) shall thereafter have the right (the "Flip-Over Right") to receive, upon
exercise, common stock of the acquiring corporation having a value equal to two
times the Purchase Price of the Right. The holders of a Right will continue to
have the Flip-Over Right whether or not such holder exercises or surrenders the
Flip-In 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). The number of outstanding Rights
and the number of one one-thousandths of a share of Preferred Stock issuable
upon exercise of each Right are also subject to adjustment in the event of a
stock split of the Common Stock or a stock dividend on the Common Stock payable
in Common Stock or subdivisions, consolidations or combinations of the Common
Stock occurring, in each such case, prior to the Distribution Date.
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 after any person becomes an Acquiring Person, the Company
may exchange all or part of the Rights for shares of Common Stock at an exchange
ratio of one share per Right, as appropriately adjusted to reflect any stock
dividend, stock split or similar transaction.
In general, the Company may redeem the Rights in whole, but not in
part, at a price of $0.001 per Right, at any time until 10 business days
following the Stock Acquisition Date. After the redemption period has expired,
the Company's right of redemption may be reinstated if an Acquiring Person
reduces his beneficial ownership to less than 15% of the outstanding shares of
Common Stock in a transaction or series of transactions not involving the
Company and there are no other Acquiring Persons. Immediately upon the action of
the Board of Directors ordering redemption of the Rights, the Rights will
terminate and the only right of the holders of Rights will be to receive the
$0.001 redemption price.
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 in the event that the Rights become
exercisable for stock (or other consideration) of the Company or for common
stock of the acquiring company as set forth above.
Prior to the Distribution Date, any of the provisions of the Rights
Agreement may be amended by the Board of Directors of the Company. After the
Distribution Date, the provisions of the Rights Agreement may be amended by the
Board in order to cure any ambiguity, to make changes which do not adversely
affect the interests of holders of Rights (excluding the interests of any
Acquiring Person), 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 when the Rights are not redeemable.
The Rights Agreement between the Company and the Rights Agent
specifying the terms of the Rights, which includes the forms of the Articles of
Amendment creating the Preferred Stock, the Rights Certificate and the Summary
of Rights to Purchase Shares, is attached hereto as an exhibit and incorporated
herein by reference. The foregoing is qualified in its entirety by reference
thereto.
ITEM 2. EXHIBITS
3.1 Amended and Restated Articles of Incorporation of RF Micro Devices,
Inc. (incorporated by reference to the exhibit filed with the
Company's Quarterly Report on Form 10-Q for the quarterly period
ended June 26, 1999)
3.2 Amendment to Articles of Incorporation (incorporated by reference
to the exhibit filed with the Company's Quarterly Report on Form
10-Q for the quarterly period ended July 1, 2000)
3.3 Bylaws of RF Micro Devices, Inc. (incorporated by reference to the
exhibit filed with the Company's Registration Statement on Form S-1
(File No. 333-22625))
4.1 Rights Agreement, dated August 10, 2001, between RF Micro Devices,
Inc. and First Union National Bank, as Rights Agent, which includes
the Form of Rights Certificate as Exhibit A, the Form of Summary of
Rights to Purchase Preferred Stock as Exhibit B and the Form of
Articles of Amendment setting forth the terms of the Series A Junior
Participating Preferred Stock as Exhibit C
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, thereunder duly authorized.
RF MICRO DEVICES, INC.
By: /s/ William A. Priddy, Jr.
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William A. Priddy, Jr.
Vice President - Administration and
Chief Financial Officer
Date: August 10, 2001