FORM 8-A/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
COPLEY PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 04-2866555
(State of incorporation (IRS Employer
or organization) Identification No.)
399 Boylston Street, Boston, Massachusetts 02116
(Address of principal executive offices) (Zip Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
so registered each class registered
Common Stock American Stock Exchange, Inc.
Purchase Rights
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Items 1 and 2 of the registration statement on Form 8-A of
Copley Properties, Inc. dated July 17, 1990 are hereby amended in
their entirety as follows:
Item 1. Description of Registrant's Securities to be Registered
On June 28, 1990, the Board of Directors of Copley
Properties, Inc. (the "Company") declared a dividend distribution
of one Right for each outstanding share of the Company's Common
Stock, $1.00 par value (the "Common Stock"), to stockholders of
record at the close of business on July 19, 1990. Each Right
entitles the registered holder to purchase from the Company a unit
consisting of one share (a "Unit") of Common Stock, at a Purchase
Price of $36.00 in cash per Unit, subject to adjustment. The
description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement") between the Company and State
Street Bank & Trust Company, 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
earlier of (i) 10 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% (subject to upward adjustment for
certain "grandfathered" holdings, but in no event more than 20%)
or more of the outstanding shares of Common Stock (the "Stock
Acquisition Date"), or (ii) 10 business days following the
commencement of a tender offer or exchange offer that would result
in a person or group beneficially owning 30% or more of such
outstanding shares of Common Stock. Until the Distribution Date,
(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
July 19, 1990 will contain a notation incorporating the Rights
Agreement by reference and (iii) the surrender for transfer of any
certificates for Common Stock outstanding will also constitute the
transfer of the Rights associated with the Common Stock
represented by such certificate.
The Rights are not exercisable until the Distribution Date
and will expire at the close of business on July 19, 2000, unless
earlier redeemed or exchanged by the Company as described below.
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. Except as otherwise determined by the Board of
Directors and except in connection with shares of Common Stock
issued upon the exercise of employee stock options, under other
employee stock benefit plans or upon the conversion of convertible
securities issued hereafter, only shares of Common Stock issued
prior to the Distribution Date will be issued with Rights.
In the event that (i) the Company is the surviving
corporation in a merger with an Acquiring Person and its Common
Stock is not changed or exchanged, (ii) a Person becomes the
beneficial owner of more than 15% (subject to upward adjustment
for certain "grandfathered" holdings, but in no event more than
20%) the then outstanding shares of Common Stock except pursuant
to an offer for all outstanding shares of Common Stock which the
independent directors determine to be fair to, and otherwise in
the best interests of, shareholders, (iii) an Acquiring Person
engages in one or more "self-dealing" transactions as set forth in
the Rights Agreement, or (iv) during such time as there is an
Acquiring Person, an event occurs which results in such Acquiring
Person's ownership interest being increased by more than 1% (e.g.,
a reverse stock split), each holder of a Right will thereafter
have the right to receive, upon exercise, that number of shares of
Common Stock (or, in certain circumstances, cash, property or
other securities of the Company) which equals the exercise price
of the Right divided by one-half of the current market price (as
defined in the Rights Agreement) of the Common stock at the date
of the occurrence of the event. However, Rights are not
exercisable following the occurrence of any of the events set
forth above until such time as the Rights are no longer redeemable
by the Company as set forth below. 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.
For example, at an exercise price of $36.00 per Right, each
Right not owned by an Acquiring Person (or by certain related
parties) following an event set forth in the preceding paragraph
would entitle its holder to purchase for $36.00 such number of
shares of Common Stock (or other consideration, as noted above) as
equals $36.00 divided by one-half of the current market price (as
defined in the Rights Agreement) of the Common stock. Assuming
that the Common Stock had a per share value of $18.00 at such
time, the holder of each valid Right would be entitled to purchase
four shares of Common Stock for $36.00.
In the event that, at any time following the Stock
Acquisition Date, (i) the Company is acquired in a merger or other
business combination transaction in which the Company is not the
surviving corporation or its Common Stock is changed or exchanged
(other than a merger which follows an offer determined by the
Board to be fair as described in clause (ii) of the second
preceding paragraph), or (ii) 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 to receive, upon exercise,
that number of shares of common stock of the acquiring company
which equals the exercise price of the Right divided by one-half
of the current market price (as defined in the Rights Agreement)
of such common stock at the date of the occurrence of the event.
For example, at an exercise price of $36.00 per Right, each
Right following an event set forth in the preceding paragraph
would entitle its holder to purchase for $36.00 such number of
shares of common stock of the acquiring company as equals $36.00
divided by one-half of the current market price (as defined in the
Rights Agreement) of such common stock. Assuming that such common
stock had a per share value of $18.00 at such time, the holder of
each valid Right would be entitled to purchase four shares of
common stock of the acquiring Company for $36.00.
The Purchase Price payable, and the number of Units of Common
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 Common Stock,
(ii) if holders of the Common Stock are granted certain rights or
warrants to subscribe for Common Stock or convertible securities
at less than the current market price of the Common Stock, or
(iii) upon the distribution to holders of the Common Stock of
evidences of indebtedness or assets (excluding regular quarterly
cash dividends) or of subscription rights or warrants (other than
those referred to above).
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 Common Stock on the last trading date prior to
the date of exercise.
At any time until ten days following the Stock Acquisition
Date, the Company may redeem the Rights in whole, but not in part,
at a price of $.01 per Right (payable in cash or stock). After
the redemption period has expired, the company's right of
redemption may be reinstated if either (i) an Acquiring Person
reduces his beneficial ownership to 10% or less of the outstanding
shares of Common Stock in a transaction or series of transactions
not involving the Company, there are no other Acquiring Persons
and such reinstatement is approved by a majority of the Continuing
Directors, or (ii) the Board approves the merger of the Company
with, or acquisition of the Company by, a Person unrelated to the
Acquiring Person, such reinstatement is part of the approval by
the Board of such transaction and a majority of the Continuing
Directors approve such reinstatement. 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 $.01 redemption price.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder 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 stockholders or
to the Company, stockholders may, depending upon the
circumstances, recognize taxable income in the event that the
Rights become exercisable for Common stock (or other
consideration) of the Company or for common stock of the acquiring
company as set forth above.
Other than those provisions relative to the principal
economic terms of the Rights, any of the provisions of the Rights
Agreement may be amended by the Board of Directors of the Company
prior to the Distribution Date. 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 at such time as the Rights are not redeemable. In addition,
prior to such time as a person or group first becomes an Acquiring
Person, the Board may lower the threshold for (i) beneficial
ownership to become an Acquiring Person from 20%, or
(ii) exercisability of the Rights upon a tender or exchange offer
from 30% beneficial ownership, to not less than, in the case of
either clause (i) or clause (ii), the greater of (x) any
percentage larger than the largest percentage of the outstanding
shares of Common stock then known to the Company to be
beneficially owned by any person or group or (y) 10%.
As of June 28, 1990, there were 3,770,900 shares of Common
stock outstanding. Each outstanding share of Common Stock on
July 19, 1990 received one Right. As long as the Rights are
attached to the Common Stock, one additional Right (as such number
may be adjusted pursuant to the provisions of the Rights
Agreement) shall be deemed to be delivered for each share of
Common Stock issued or delivered by the Company in the future. In
addition, following the Distribution Date and prior to the
expiration, redemption or exchange of the Rights, the Company may
issue Rights when it issues Common Stock only if the Board of
Directors deems it to be necessary or appropriate or in connection
with the issuance of shares of Common Stock pursuant to the
exercise of stock options or under employee plans or upon the
exercise, conversion or exchange of certain securities of the
Company. One share of Common stock will initially be reserved for
issuance upon exercise of each Right.
The Rights have certain anti-takeover effects. The Rights
will cause substantial dilution to a person or group that attempts
to acquire the Company without conditioning the offer on a
substantial number of Rights being acquired. The Rights, however,
should not affect any prospective offeror willing to make an offer
at a fair price and otherwise in the best interests of the Company
and its stockholders, as determined by a majority of unaffiliated
Directors, or willing to negotiate with the Board of Directors.
The Rights should not interfere with any merger or other business
combination approved by the Board of Directors of the Company
since the Board of Directors may, at its option, at any time prior
to the close of business on the earlier of (i) the tenth day
following the Stock Acquisition Date or (ii) July 19, 2000, and in
certain other circumstances, redeem all but not less than all of
the then outstanding Rights at the Redemption Price. It should be
noted, however, that the Company's charter documents contain
provisions which are intended to reduce the likelihood that a
hostile bidder will succeed in gaining control of the Company in
an unfriendly transaction. The Company's Restated Certificate of
Incorporation includes a "fair price" provision intended to insure
that all shareholders receive fair consideration for their shares.
The Company's By-laws contain several procedural protections which
are intended to limit precipitous action by a successful bidder,
including provisions requiring that (i) special meetings of
stockholders may be called only by the Board of Directors, a
majority of the independent directors or by the Chairman of the
Board, (ii) actions taken by stockholders must be taken by at a
meeting of the stockholders or by the unanimous written consent of
the stockholders, and (iii) nominations of directors may not be
made by a stockholder unless the stockholder has given the Company
timely notice of his intent to make such nomination.
The Form of Rights Agreement between the Company and the
Rights Agent specifying the terms of the Rights, which includes as
Exhibit A the Form of Rights Certificate and as Exhibit B the
Summary of Rights to Purchase Common stock, is attached hereto as
Exhibit 1 and is incorporated herein by reference. The foregoing
description of the Rights does not purport to be complete and is
qualified in its entirety by reference to such Exhibits.
Item 2. Exhibits
1 Rights Agreement, dated as of June 28, 1990 between
Copley Properties, Inc. and State Street Bank & Trust
Company, which includes as Exhibit A the Form of Rights
Certificate and as exhibit B the Summary of Rights to
Purchase Common stock. Pursuant to the Rights
Agreement, Rights Certificates will not be mailed until
after the Distribution Date (as that term is defined in
the Rights Agreement).
2 First Amendment to Rights Agreement, dated as of
September 20, 1995, between Copley Properties, Inc. and
State Street Bank & Trust Company.
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, thereto duly authorized.
Date: September 28, 1995 COPLEY PROPERTIES, INC.
/s/ Steven E. Wheeler
By: Steven E. Wheeler
Title: President
EXHIBIT INDEX
Exhibit No. Description Page
1 Rights Agreement, dated as of June 28, *
1990 between Copley Properties, Inc.
and State Street Bank & Trust Company,
which includes as Exhibit A the Form
of Rights Certificate and as Exhibit B
the Summary of Rights to Purchase Common
Stock.
2 First Amendment to Rights Agreement, 10
dated as of September 20, 1995, between
Copley Properties, Inc. and State Street
Bank & Trust Company.
* Previously filed and incorporated herein by reference.