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
ALTERNATIVE RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 38-2791069
(State of incorporation or organization) (I.R.S. Employer Identification No.)
75 TRI STATE INTERNATIONAL
SUITE 300
LINCOLNSHIRE, IL 60069
(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
to be so registered each class is to be registered
RIGHTS TO PURCHASE SHARES OF JUNIOR
PREFERRED STOCK, SERIES A, PAR VALUE NASDAQ NATIONAL MARKET
$.01 PER SHARE
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), check the following box.[X]
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), check the following box.[ ]
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:
NONE
(Title of class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
On 15 October 1998, the Board of Directors of Alternative Resources
Corporation, a Delaware corporation (the "COMPANY") declared a dividend of one
preferred share purchase right (a "RIGHT") for each share of Common Stock, $.01
par value, of the Company (the "COMMON STOCK"). The dividend is payable to
Stockholders of record at the close of business on October 28, 1998 (the "RECORD
DATE") and with respect to all shares of Common Stock that become outstanding
after the Record Date and prior to the earliest of the Separation Date (as
defined below), the redemption of the Rights, the exchange of the Rights and the
expiration of the Rights. Except as set forth below and subject to adjustment
as provided in the Rights Agreement (as defined below), each Right entitles the
registered holder to purchase from the Company one one-hundredth of a share of
the Company's Junior Preferred Stock, Series A, $0.01 par value per share (the
"PREFERRED STOCK"), at a purchase price of $45 per one one-hundredth of a share
(the "PURCHASE PRICE"). The description and terms of the Rights are set forth
in a Rights Agreement dated as of October 15, 1998 (the "RIGHTS AGREEMENT"),
between the Company and the Harris Trust and Savings Bank, as Rights Agent (the
"RIGHTS AGENT").
The Rights will be evidenced by Common Stock certificates and not separate
certificates until the earlier to occur of (i) 10 days following the date of
public disclosure that a person or group, together with persons affiliated or
associated with it (an "ACQUIRING PERSON"), has acquired, or obtained the right
to acquire, beneficial ownership of 15% or more of the outstanding Common Stock
(the "STOCK ACQUISITION DATE") or (ii) 10 days following commencement or
disclosure of an intention to commence a tender offer or exchange offer by a
person other than the Company and certain related entities if, upon consummation
of the offer, the person or group, together with persons affiliated or
associated with it, could acquire beneficial ownership of 40% or more of the
outstanding Common Stock (the earlier of the dates being the "SEPARATION DATE").
Until the Separation Date (or earlier redemption or expiration of the Rights),
the transfer of Common Stock will also constitute transfer of the associated
Rights. Following the Separation Date, separate certificates will evidence the
Rights.
The Rights will first become exercisable on the Separation Date (unless
sooner redeemed). The Rights will expire at the close of business on October
14, 2008 (the "EXPIRATION DATE"), unless earlier redeemed or exchanged by the
Company as described below.
The Purchase Price and the number of shares of Preferred Stock or other
securities, cash or other 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 or distribution on, or a subdivision, combination or
reclassification of, the Preferred Stock, (ii) upon the grant to holders of the
Preferred Stock of certain rights, options, warrants to subscribe for Preferred
Stock or securities convertible into Preferred Stock at less than the current
market price of the Preferred Stock, or (iii) upon the distribution to holders
of the Preferred Stock of other securities, cash (excluding regular periodic
cash dividends at an annual rate not in excess of 125% of the annualized rate of
cash dividends paid during the preceding fiscal year), property, evidences of
indebtedness, or assets.
If, following the Separation Date, the Company is acquired in a merger or
other business combination in which the Common Stock does not remain outstanding
or is changed, or an amount of the consolidated assets or earning power of the
Company having a value greater than 40% of the Company's market capitalization
is sold, leased, exchanged, mortgaged, pledged or otherwise transferred or
disposed of (in one transaction or a series of transactions), the Rights will
"FLIP-OVER" and entitle each holder of a Right to purchase, upon the exercise of
the Right at the then-current Purchase Price, that number of shares of common
stock of the acquiring company (or, in certain circumstances, one of its
affiliates) that at the time of the transaction would have a market value of two
times the Purchase Price.
If (i) a person acquires beneficial ownership of 40% or more of the Common
Stock, (ii) the Company is the surviving corporation in a merger with an
Acquiring Person and the Common Stock remains outstanding and unchanged, or
(iii) an Acquiring Person engages in a "self-dealing" transaction described in
the Rights Agreement, the Rights will "FLIP-IN" and entitle each holder of a
Right, except as provided below, to purchase, upon exercise at the then-current
Purchase Price, that number of shares of Common Stock having a market value of
two times the Purchase Price.
Any "flip-over" event or "flip-in" event is a "TRIGGERING EVENT."
Any Rights beneficially owned at any time on or after the Separation Date
by an Acquiring Person or an affiliate or associate of an Acquiring Person
(whether or not ownership is subsequently transferred) will become null and void
upon the occurrence of a Triggering Event, and any holder of Rights will have no
right to exercise the Rights.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
the Purchase Price. Holders will have no right to receive fractional shares of
Preferred Stock (other than fractions that are integral multiples of one one-
hundredth of a share of Preferred Stock) upon the exercise of Rights. In lieu
of fractional shares, an adjustment in cash may be made based on the market
price of the Preferred Stock on the last trading date prior to the date of
exercise.
The number of outstanding Rights and the number of one one-hundredths of a
share of Preferred Stock issuable upon exercise of each Right and the Purchase
Price are also subject to adjustment in the event of a stock split of the Common
Stock or subdivisions, consolidations or combinations of the Common Stock
occurring, in any case, prior to the Separation Date.
At any time prior to the earlier of (i) the close of business on the 10th
day following the Stock Acquisition Date (with the possibility that the Board of
Directors may extend this time for an additional 10 days) and (ii) the
Expiration Date, the Company may redeem the Rights in whole, but not in part, at
a price of $0.01 per Right. Immediately upon the action of the Company's Board
of Directors electing to redeem the Rights, the right to exercise the Rights
will terminate and the only right of the holders of Rights thereafter will be to
receive the applicable redemption price.
The Company may, at any time after any person becomes an Acquiring Person
and prior to the time any person, together with its affiliates, becomes the
beneficial owner of at least 50% of the Company's outstanding Common Stock,
provided that all necessary regulatory approvals have been obtained, exchange
the Rights (other than Rights owned by the Acquiring Person which became null
and void), in whole or in part, at a ratio of one share of Common Stock per
Right, subject to adjustment.
Until a Right is exercised, the holder has no rights as a Stockholder of
the Company, including, without limitation, the right to vote or to receive
dividends or distributions.
At any time prior to the time that the Company's Board of Directors becomes
aware that an Acquiring Person has become an Acquiring Person, the Company may,
without the approval of any holder of the Rights, supplement or amend any
provision of the Rights Agreement (including the date on which the Distribution
Date will occur), except the Purchase Price, the number of shares of Preferred
Stock, other securities, cash or other property obtainable upon exercise of a
Right, the redemption price or the Expiration Date. Thereafter, the Rights
Agreement may be amended only to cure ambiguities, to correct inconsistent
provisions, or in ways that do not adversely affect the holders of the Rights.
Preferred Stock purchasable upon exercise of the Rights will not be
redeemable. Each share of Preferred Stock will be entitled to a minimum
preferential quarterly dividend payment of $25.00 per share but will be entitled
to an aggregate dividend of 100 times the dividend declared per share of Common
Stock, if it is greater. In the event of liquidation, the holders of the
Preferred Stock will be entitled to a minimum preferential liquidation payment
of $100.00 per share, but will be entitled to an aggregate payment of 100 times
the payment made per share of Common Stock, if it is greater. In the event of
any merger or other business combination in which Common Stock is exchanged,
each share of Preferred Stock will be entitled to receive 100 times the amount
received per share of Common Stock. Customary anti-dilution provisions protect
the Rights.
Because of the nature of the Preferred Stock's dividend, liquidation and
voting rights, the value of the one one-hundredth of a share of Preferred Stock
purchasable upon exercise of each Right is intended to approximate the value of
one share of Common Stock.
The Rights have certain anti-takeover effects. The Rights may cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Company's Board of Directors, except pursuant to an
offer conditioned upon a substantial number of Rights being acquired. The
Rights should not interfere with any merger or other business combination
approved by the Board of Directors prior to 10 days after the Stock Acquisition
Date, because until that time, the Rights may be redeemed by the Company at $.01
per Right.
This summary description of the Rights does not purport to be complete and
is qualified in its entirety by reference to the Rights Agreement which is
attached as an exhibit to this Form 8-A.
ITEM 2. EXHIBITS
4. Rights Agreement, dated 15 October 1998 between the Company and the
Harris Trust and Savings Bank (including exhibits thereto).
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.
Dated: October 20, 1998
By: /s/ Steven Purcell
Name: Steven Purcell
Title: Chief Financial Officer