SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
LORONIX INFORMATION SYSTEMS, INC.
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(Exact name of Registrant as specified in its charter)
Nevada 33-0248747
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(State of incorporation or organization) (IRS Employer Identification No.)
820 Airport Drive
Durango, Colorado 81301
(Address of principal executive offices) (Zip Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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None None
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 SECURITIES TO BE REGISTERED
On January 9, 1997, pursuant to a Preferred Shares Rights Agreement
(the "Rights Agreement") between Loronix Information Systems, Inc. (the
"Company") and American Stock Transfer & Trust Company, 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 A Participating Preferred Stock (the "Series A Preferred") for each
outstanding share of Common Stock, $.001 par value (the "Common Shares"), of
the Company. The dividend is payable on March 14, 1997 (the "Record
Date") to stockholders 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 A Preferred at an exercise price of
$22.00 (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 1 to this Registration Statement and is incorporated herein by
reference.
RIGHTS EVIDENCED BY COMMON SHARE CERTIFICATES
The Rights will not be exercisable until the Distribution Date (defined
below). Certificates for the Rights ("Rights Certificates") will not be sent
to stockholders and the Rights will attach to and trade only together with
the Common Shares. Accordingly, Common Share certificates outstanding on the
Record Date will evidence the Rights related thereto, and Common Share
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 for Common Shares, outstanding as of the Record
Date, even without notation or a copy of the summary of rights (attached as
Exhibit C to the Rights Agreement) being attached thereto, will also
constitute the transfer of the Rights associated with the Common Shares
represented by such certificate.
DISTRIBUTION DATE
The Rights will separate from the Common Shares, Rights Certificates will
be issued and the Rights will become exercisable upon the earlier of: (i)
the close of business on the tenth day (or such later date as may be
determined by a majority of the Board of Directors, excluding directors
affiliated with the Acquiring Person, as defined below (the "Continuing
Directors")) 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 Common Shares, or (ii) the close of business on the tenth
business day (or such later date as may be determined by a majority of the
Continuing Directors) following the commencement of, 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 the outstanding Common Shares. The earlier of such dates is referred to
as the "Distribution Date."
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ISSUANCE OF RIGHTS CERTIFICATES; EXPIRATION OF RIGHTS
As soon as practicable following the Distribution Date, separate Rights
Certificates will be mailed to holders of record of the Common Shares as of
the close of business on the Distribution Date and such separate Rights
Certificates alone will evidence the Rights from and after the Distribution
Date. All Common Shares issued prior to the Distribu-tion Date will be
issued with Rights. Common Shares issued after the Distribution Date may be
issued with Rights if such shares are issued (i) upon the conversion of
outstanding convertible debentures or any other convertible securities issued
after adoption of the Rights Agreement or (ii) pursuant to the exercise of
stock options or under employee benefit plans or arrangements unless such
issuance would result in (or create a risk that) such options, plans or
arrangements would not qualify for otherwise available special tax treatment.
Except as otherwise determined by the Board of Directors, no other Common
Shares issued after the Distribution Date will be issued with Rights. The
Rights will expire on the earliest of (i) the close of business on March 14,
2007 (the "Final Expiration Date"), (ii) redemption or exchange of the Rights
as described below, or (iii) consummation of an acquisition of the Company
satisfying certain conditions by a person who acquired shares pursuant to a
Permitted Offer as described below.
INITIAL EXERCISE OF THE RIGHTS
Following the Distribution Date, and until one of the further events
described below, holders of the Rights will be entitled to receive, upon
exercise and the payment of $22.00 per Right, one one-thousandth share of
the Series A Preferred. In the event that the Company does not have
sufficient Series A Preferred 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 A Preferred for which the Rights
would have been exercisable under this provision or as described below.
RIGHT TO BUY COMPANY COMMON SHARES
Unless the Rights are earlier redeemed, in the event that an Acquiring
Person becomes the beneficial owner of 15% or more of the Company's Common
Shares then outstanding (other than pursuant to a Permitted Offer), then
proper provision will 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, Common Shares 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.
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RIGHT TO BUY ACQUIRING COMPANY STOCK
Similarly, unless the Rights are earlier redeemed, in the event that,
after the Shares Acquisition Date (as defined below), (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 (unless the transaction satisfies
certain conditions and is consummated with a person who acquired shares
pursuant to a Permitted Offer, in which case the Rights will expire).
PERMITTED OFFER
A Permitted Offer means a tender offer for all outstanding Common Shares
that has been determined by a majority of the Continuing Directors to be
adequate and otherwise in the best interests of the Company and its
stockholders. Where the Board of Directors has determined that a tender
offer constitutes a Permitted Offer, the Rights will not become exercisable
to purchase Common Shares or shares of the acquiring company (as the case may
be) at the discounted price described above.
EXCHANGE PROVISION
At any time after the acquisition by an Acquiring Person of 15% or more
of the Company's outstanding Common Shares and prior to the acquisition by
such Acquiring Person of 50% or more of the Company's outstanding Common
Shares, 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 Common Share per Right.
REDEMPTION
At any time on or prior to the close of business on the earlier of (i)
the 10th day following the acquisition by an Acquiring Person (the "Share
Acquisition Date") or such later date as may be determined by a majority of
the Continuing Directors and publicly announced by the Company, or (ii) the
Final Expiration Date of the Rights, the Company may redeem the Rights in
whole, but not in part, at a price of $.01 per Right.
ADJUSTMENTS TO PREVENT DILUTION
The Purchase Price payable, the number of Rights, and the number of
Series A Preferred or Common Shares 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.
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CASH PAID INSTEAD OF ISSUING FRACTIONAL SHARES
No fractional portion less than integral multiples of one Common Share
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 Shares 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 Shares), including, without limitation, the
right to vote or to receive dividends.
AMENDMENT OF RIGHTS AGREEMENT
The provisions of the Rights Agreement may be supplemented or amended by
the Board of Directors in any manner prior to the close of business on the
Distribution Date without the approval of Rights holders. After the
Distribution Date, the provisions of the Rights Agreement may be amended by
the Board of Directors in order to cure any ambiguity, defect or
inconsistency, 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 (i) the time period governing redemption
shall be made at such time as the Rights are not redeemable, or (ii) any
other time period unless such lengthening is for the purpose of protecting,
enhancing or clarifying the rights of and/or benefits to the holders of the
Rights.
RIGHTS AND PREFERENCES OF THE SERIES A PREFERRED
Series A Preferred purchasable upon exercise of the Rights will not be
redeemable. Each share of Series A Preferred will be entitled to an
aggregate dividend of 1,000 times the dividend declared per Common Share. In
the event of liquidation, the holders of the Series A Preferred will be
entitled to a minimum preferential liquidation payment equal to 1,000 times
the per share amount to be distributed to the holders of the Common Shares.
Each share of Series A Preferred will have 1,000 votes, voting together with
the Common Shares. In the event of any merger, consolidation or other
transaction in which the Common Shares are changed or exchanged, each share
of Series A Preferred will be entitled to receive 1,000 times the amount
received per Common Share. These rights are protected by customary
anti-dilution provisions.
Because of the nature of the dividend, liquidation and voting rights of
the shares of Series A Preferred, the value of the one one-thousandth
interest in a share of Series A Preferred purchasable upon exercise of each
Right should approximate the value of one Common Share.
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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 acquiror 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 the Company's Board of
Directors and its stockholders of any real opportunity to determine the
destiny of the 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 a 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 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 and will
not do so. The Rights may be redeemed by the Company at $.01 per Right
within ten days (or such later date as may be determined by a majority of the
Board of Directors, excluding directors affiliated with an Acquiring Person)
after the accumulation of 15% or more of the Company's shares by a single
acquiror or group. Accordingly, the Rights should not interfere with any
merger or business combination approved by the Board of Directors.
Issuance of the Rights does not in any way 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
created by the current takeover environment.
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.
Item 2. EXHIBITS.
1. Preferred Shares Rights Agreement, dated as of January 9, 1997
between Loronix Information Systems, Inc. and American Stock
Transfer & Trust Company, including the Certificate of
Designation, the form of Rights Certificate and the Summary of
Rights attached thereto as Exhibits A, B and C, respectively.
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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.
Loronix Information Systems, Inc.
Date: January 13, 1997 By: /s/ JONATHAN C. LUPIA
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Jonathan C. Lupia
Chief Financial Officer and Secretary
EXHIBIT INDEX
Page
Number
Under
Sequential
Exhibit Numbering
No. Exhibit System
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1 Preferred Shares Rights Agreement dated as of January 9,
1997, between Loronix Information Systems, Inc. and
American Stock Transfer & Trust Company, including the
Certificate of Designation, the form of Rights
Certificate and, the Summary of Rights Attached thereto as
Exhibits A, B and C, respectively.