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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) FOR THE
SECURITIES EXCHANGE ACT OF 1934
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Commission file number 0-22826
FIDELITY BANCORP, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-3915246
(State of Incorporation) (I.R.S. Employer
Identification No.)
5455 W. Belmont, Chicago, Illinois, 60641
(Address of principal executive offices)
(773) 736-4414
(Registrant's telephone number, including area code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each on
Title of each class which registered
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NONE NONE
Securities to be registered to Sections 12(b) of the Act:
PREFERRED SHARE PURCHASE RIGHTS
(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
On February 18, 1997, the Board of Directors of Fidelity Bancorp, Inc. (the
"Company") declared a dividend of one preferred share purchase right (a
"Right") for each outstanding share of common stock, par value $0.01 per share,
of the Company (the "Common Stock"). The dividend of the Rights is payable on
March 6, 1997, to the stockholders of record as of March 3, 1997 (the "Record
Date"). Each Right entitles the registered holder thereof, under certain
limited circumstances, to purchase from the Company one one-thousandth of a
share of Series A Junior Participating Preferred Stock, no par value, of the
Company (the "Preferred Stock") at a price of $60.00 per one one-thousandth of
a share of Preferred Stock (the "Purchase Price"), subject to adjustment. The
description and terms of the Rights are set forth in a Rights Agreement dated
as of February 18, 1997, as the same may be amended from time to time (the
"Rights Agreement"), between the Company and Harris Trust and Savings Bank, as
Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) 10 days following a public announcement that
a person or group of affiliated or associated persons (with certain exceptions,
an "Acquiring Person") has acquired beneficial ownership of 15% or more of the
outstanding shares of Common Stock or (ii) 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 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
shares of Common Stock (the earlier of such dates being called the
"Distribution Date"), the Rights will be evidenced, with respect to any of the
Common Stock certificates outstanding as of the Record Date, by such Common
Stock certificate together with a copy of this Summary of Rights.
The Rights Agreement provides that, until the Distribution Date (or earlier
expiration of the Rights), the Rights will be transferred with and only with
the Common Stock. Until the Distribution Date (or earlier expiration of the
Rights), new Common Stock certificates issued after the Record Date upon
transfer or new issuances of Common Stock will contain a notation incorporating
the Rights Agreement by reference. Until the Distribution Date (or earlier
expiration of the Rights), the surrender for transfer of any certificates for
shares of Common Stock outstanding as of the Record Date, even without such
notation or a copy of this Summary of Rights, will also constitute the transfer
of the Rights associated with the shares of Common Stock represented by such
certificate. 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 Stock as of the close of business on the
Distribution Date and such separate Right Certificates alone will evidence the
Rights.
The Rights are not exercisable until the Distribution Date. The Rights will
expire on February 18, 2007 (the "Final Expiration Date"), unless the Final
Expiration Date is advanced or extended or unless the Rights are earlier
redeemed or exchanged by the Company, in each case as described below.
The Purchase Price payable and the number- of shares of Preferred Stock or
other securities or property issuable, if the Rights become exercisable and
they are properly exercised, is 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) upon the grant to
holders of the Preferred Stock of certain rights or warrants to subscribe for
or purchase Preferred Stock at a price, or securities convertible into
Preferred Stock with a conversion price, less than the then 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
periodic cash dividends or dividends payable in Preferred Stock) or of
subscription rights or warrants (other than those referred to above).
The number of outstanding Rights is subject to adjustment in the event of a
stock dividend on the Common Stock payable in shares of Common Stock or
subdivisions, consolidations or combinations of the Common Stock occurring, in
any such case, prior to the Distribution Date.
Shares of Preferred Stock purchasable upon exercise of the Rights will not be
redeemable. Each one one-thousandth of a share of Preferred Stock will be
entitled, when, as and if declared, to a minimum preferential quarterly
dividend payment of $0.01 per one one-thousandth of a share but will be
entitled to an aggregate dividend equal to the dividend declared per share of
Common Stock. In the event of liquidation, dissolution or winding up of the
Company, the holders of the Preferred Stock will be entitled to a minimum
preferential payment of $10.00 per one one-thousandth of a share (plus any
accrued but unpaid dividends) but will be entitled to an aggregate payment
equal to the payment made per share of Common Stock. Each one one-thousandth
of a share of Preferred Stock will have one vote, voting together with the
Common Stock. Finally, in the event of any merger, consolidation or other
transaction in which outstanding shares of Common Stock are converted or
exchanged, each one one-thousandth share of Preferred Stock will be entitled to
receive an amount equal to the amount received per share of Common Stock.
These rights are protected by customary antidilution provisions.
Because of the nature of the Preferred Stock's dividend, liquidation and voting
rights, the value of the one one-thousandth interest in a share of Preferred
Stock purchasable upon exercise of each Right (if and when it becomes
exercisable and is properly exercised) should approximate the value of one
share of Common Stock.
In the event that any person or group of affiliated or associated persons
becomes an Acquiring Person, each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will thereupon become void),
will thereafter have the right to receive upon exercise of a Right that number
of shares of Common Stock having a market value of two times the exercise price
of the Right.
In the event that, after a person or group has become an Acquiring Person, the
Company is acquired in a merger or other business combination transaction or
50% or more of its consolidated assets or earning power are sold, proper
provisions will be made so that each holder of a Right (other than Rights
beneficially owned by an Acquiring Person which will have become void) will
thereafter have the right to receive upon the exercise of a Right that number
of shares of common stock of the person with whom the Company has engaged in
the foregoing transaction (or its parent) that at the time of such transaction
have a market value of two times the exercise price of the Right.
At any time after any person or group becomes an Acquiring Person and prior to
the earlier of one of the events described in the previous paragraph or the
acquisition by such Acquiring Person of 50% or more of the outstanding shares
of Common Stock, the Board of Directors of the Company may exchange the Rights
(other than Rights owned by such Acquiring Person which will have become void),
in whole or in part, for shares of Common Stock or Preferred Stock (or a series
of the Company's preferred stock having equivalent rights, preferences and
privileges), at an exchange ratio of one share of Common Stock, or a fractional
share of Preferred Stock (or other preferred stock) equivalent in value
thereto, per Right.
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. No fractional shares of Preferred Stock or Common Stock will
be issued (other than fractions of Preferred Stock which are integral multiples
of one one-thousandth of a share of Preferred Stock, which may, at the election
of the Company, be evidenced by depository receipts), and in lieu thereof an
adjustment in cash will be made based on the current market price of the
Preferred Stock or the Common Stock.
At any time prior to the time an Acquiring Person becomes such, the Board of
Directors of the Company may redeem the Rights in whole, but not in part, at a
price of $.0l per Right (the "Redemption Price"). The redemption of the Rights
may be made effective at such time, on such basis and with such conditions as
the Board of 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 be to receive the Redemption
Price.
For so long as the Rights are then redeemable, the Company may, except with
respect to the redemption price, amend the Rights Agreement in any manner.
After the Rights am no longer redeemable, the Company may, except with respect
to the redemption price, amend the Rights Agreement in any manner that does not
adversely affect the interests of holders of the Rights.
Until a Right becomes exercisable and is properly exercised or exchanged, the
holder thereof, as the holder of a Right, will have no rights as a stockholder
of the Company, including, without limitation, no right to vote or to receive
dividends.
A copy of the Rights Agreement has been filed with the Securities and Exchange
Commission as an Exhibit to the Company's report on Form 8-A, dated February
18, 1997. A copy of the Rights Agreement is available free of charge from the
Company. This summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights Agreement,
as the same may be amended from time to time, which is incorporated herein by
this reference.
The form of Rights Agreement between the Corporation and the Rights Agent
specifying the terms of the Rights, together the Exhibit A thereto, the form of
Certificate of Designations specifying the terms of the Series A Junior
Participating Preferred Stock; Exhibit B thereto, the form of Right
Certificate; and Exhibit C thereto, the form of Summary of Rights to Purchase
Series A Junior Participating Preferred Stock, are attached hereto as exhibits
and incorporated herein by reference. The foregoing description of the Rights
is qualified by reference to those exhibits.
ITEM 2. EXHIBITS.
(1) Rights Agreement dated as of February 18, 1997, between Fidelity
Bancorp, Inc. and Harris Trust and Savings Bank, as Rights Agent. The Rights
Agreement includes as Exhibit A the form of Certificate of Designations of
Series A Junior Participating Preferred Stock; as Exhibit B, the form of Right
Certificate; and as Exhibit C, the form of the Summary of Rights to Purchase
Series A Junior Participating Preferred Stock.
(2) Press Release dated February 19, 1997.
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.
FIDELITY BANCORP, INC.
Dated: February 18, 1997 /s/ RAYMOND S. STOLARCZYK
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Raymond S. Stolarczyk
Chairman of the Board