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 July 16, 1997:
IN FOCUS SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
Oregon 000-18908 93-0932102
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(State of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
27700B SW Parkway Avenue, Wilsonville, Oregon 97070
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(Address of principal executive offices) (Zip Code)
503-685-8888
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(Registrant's telephone number, including area code)
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(former name or former address, if changed since last report)
IN FOCUS SYSTEMS, INC.
FORM 8-K
INDEX
Page
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Item 5. Other Events 3
Item 7. Financial Statement and Exhibits 5
Signature 6
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Item 5. OTHER EVENTS.
On July 16, 1997 the Board of Directors of In Focus Systems, Inc. (the
"Company") adopted a Rights Agreement.
In connection with the Rights Agreement, the Board of Directors of the
Company declared a dividend of one common share purchase right (the "Rights")
for each outstanding share of common stock, without par value (the "Common
Shares"), of the Company's outstanding Common Shares at the close of business on
July 31, 1997 (the "Record Date"). Each two Rights will entitle the registered
holder thereof, after the Rights become exercisable and until July 16, 2007 (or
the earlier redemption, exchange or termination of the Rights), to purchase from
the Company one Common Share, at a price of $130.00 per Common Share, subject to
certain anti-dilution adjustments (the "Purchase Price"). Until the earlier to
occur of (i) ten (10) days following a public announcement that a person or
group of affiliated or associated persons has acquired, or obtained the right to
acquire, beneficial ownership of 20% or more of the Common Shares (an "Acquiring
Person") or (ii) ten (10) business days (or such later date as may be determined
by action of the Board of Directors prior to such time as any person or group of
affiliated persons 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 20% or more of the Common Shares (the earlier of (i) and (ii) being
called the "Distribution Date"), the Rights will be evidenced, with respect to
any of the Common Share certificates outstanding as of the Record Date, by such
Common Share certificates. The Rights will be transferred with and only with
the Common Shares until the Distribution Date or earlier redemption, termination
or expiration of the Rights. 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 such separate Right Certificates alone will evidence
the Rights.
In the event that a Person becomes an Acquiring Person or if the Company
were the surviving corporation in a merger with an Acquiring Person or any
affiliate or associate of an Acquiring Person and the Common Shares were not
changed or exchanged, each holder of a Right, other than Rights that are or were
acquired or beneficially owned by the Acquiring Person (which Rights 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 then current
Purchase Price of the Right. In the event that, after a person has become an
Acquiring Person, the Company were acquired in a merger or other business
combination transaction or more than 50% of its assets or earning power were
sold, proper provision shall be made so that each holder of a Right shall
thereafter have the right to receive, upon the exercise thereof at the then
current Purchase Price of the Right, that number of shares of common stock of
the acquiring company which at the time of such transaction would have a market
value of two times the then current Purchase Price of one Right.
At any time after a Person becomes an Acquiring Person and prior to the
earlier of one of the events described in the last sentence in the previous
paragraph or the acquisition by such
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Acquiring Person of 50% or more of the then outstanding Common Shares, the Board
of Directors may cause the Company to exchange the Rights (other than Rights
owned by an Acquiring Person which have become void), in whole or in part, for
Common Shares at an exchange rate of one Common Share per Right (subject to
adjustment).
The Rights may be redeemed in whole, but not in part, at a price of $.01
per Right (the "Redemption Price") by the Board of Directors at any time prior
to the close of business on the tenth day following the first date of public
announcement that a Person has become an Acquiring Person. The Board of
Directors, with the concurrence of a majority of the Continuing Directors (as
defined below), may extend the period during which the Rights are redeemable
beyond the ten (10) days following the first date of public announcement that
Person has become an Acquiring Person. Under certain circumstances set forth in
the Rights Agreements, the decision to redeem will require the concurrence of a
majority of the Continuing Directors. The redemption of the Rights may be made
effective at such time, on such basis and with such conditions as the Board of
Directors (or, under certain circumstances, Continuing 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 receive the Redemption Price.
The Rights will expire on July 16, 2007 (unless earlier redeemed, exchanged
or terminated). ChaseMellon Shareholders Services, L.L.C. is the Rights Agent.
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 to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Common
Shares, (ii) upon the grant to holders of the Common Shares of certain rights or
warrants to subscribe for or purchase Common Shares or convertible securities at
less than the current market price of the Common Shares or (iii) upon the
distribution to holders of the Common Shares of evidences of indebtedness, cash,
securities or assets (excluding regular periodic cash dividends at a rate not in
excess of 125% of the rate of the last regular periodic cash dividend
theretofore paid or, in case regular periodic cash dividends have not
theretofore been paid, at a rate not in excess of 50% of the average net income
per share of the Company for the four quarters ended immediately prior to the
payment of such dividend, or dividends payable in Common Shares (which dividends
will be subject to the adjustment described in clause (i) above)) or of
subscription rights or warrants (other than those referred to above).
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company beyond those as an existing stockholder,
including, without limitation, the right to vote or to receive dividends.
Any of the provisions of the Rights Agreement may be amended by the Board
of Directors of the Company for so long as the Rights are then redeemable, and
after the Rights are no longer redeemable, the Company may amend or supplement
the Rights Agreement in any manner that does not adversely affect the interests
of the holder of the Rights.
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One Right will be distributed to stockholders of the Company for each
Common Share owned of record by them on July 31, 1997. As long as the Rights
are attached to the Common Shares, the Company will issue one Right with each
new Common Share so that all such shares will have attached Rights. The Company
has reserved 6,730,646 Common Shares initially for issuance upon exercise of the
Rights.
The rights are designed to assure that all of the Company's stockholders
receive fair and equal treatment in the event of any proposed takeover of the
Company and to guard against partial tender offers, open market accumulations
and other abusive tactics to gain control of the Company without paying all
stockholders a control premium. The Rights will cause substantial dilution to a
person or group that acquires 20% or more of the Company's stock on terms not
approved by the Company's Board of Directors. The Rights should not interfere
with any merger or other business combination approved by the Board of Directors
at any time prior to the first date that a Person or group has become an
Acquiring Person.
The Rights Agreement specifying the terms of the Rights and the text of the
press release announcing the declaration of the Rights, are incorporated herein
by reference as exhibits to this Current Report. The foregoing description of
the Rights is qualified in its entirety by reference to such exhibits.
Item 7. FINANCIAL STATEMENT AND EXHIBITS.
(c)
4. Rights Agreement, dated as of July 16, 1997, between In Focus Systems,
Inc. and ChaseMellon Shareholder Services L.L.C., which includes the
form of Right Certificate as Exhibit A and the Summary of Rights to
Purchase Common Shares as Exhibit B.
99. Text of Press Release, dated July 17, 1997.
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SIGNATURE
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 hereunto duly authorized.
Dated: July 25, 1997
IN FOCUS SYSTEMS, INC.
By: /s/ Michael D. Yonker
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Name: Michael D. Yonker
Title: Vice President, Chief Financial
Officer, Treasurer and Secretary
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EXHIBIT INDEX
4. Rights Agreement, dated as of July 16, 1997, between In Focus Systems, Inc.
and ChaseMellon Shareholder Services, which includes the form of Right
Certificate as Exhibit A and the Summary of Rights to Purchase Common
Shares as Exhibit B.
99. Text of Press Release, dated July 17, 1997.
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