UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 29, 1999
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Simpson Manufacturing Co., Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-23804 94-3196943
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) file number) Identification No.)
4637 Chabot Drive, Suite 200, Pleasanton, CA 94588
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(Address of principal executive offices)
(Registrant's telephone number, including area code): (925) 460-9912
ITEM 5. OTHER EVENTS.
On August 2, 1999, Simpson Manufacturing Co., Inc. announced the
adoption of a stockholder rights plan in a press release excerpted below:
PRESS RELEASE - August 2, 1999
SIMPSON MANUFACTURING CO., INC.
ADOPTS STOCKHOLDER RIGHTS PLAN
FOR IMMEDIATE RELEASE
Pleasanton, CA -- Simpson Manufacturing Co., Inc. (NYSE:SSD) (the
"Company") announced today that it has adopted a Stockholder Rights Plan.
The plan is designed to ensure that the Company's Board of Directors is
able to take appropriate action to protect the interests of the Company
and its stockholders. The plan would help the Board to maximize
stockholder value in the event of a change of control of the Company, and
otherwise to resist actions that the Board considers likely to injure the
Company or its stockholders.
To implement the plan, the Company's Board of Directors declared a
dividend of one preferred stock purchase right (a "Right") for each
outstanding share of the Company's Common Stock held of record at the
close of business on August 19, 1999. Each Right represents a contingent
right to purchase, under certain circumstances, a fractional share of a
newly-created series of preferred stock.
The Rights would become exercisable and trade independently from the
Company's Common Stock upon the acquisition by a person or group of 15
percent or more of the Company's Common Stock, or ten days after
commencement of a tender offer or exchange offer for the Company's Common
Stock that would result in a person or group owning 15 percent or more of
the Company's Common Stock.
The Rights expire July 29, 2009, unless redeemed earlier by the Company's
Board of Directors. The Rights can be redeemed by the Board at a price of
$0.01 per Right at any time before the Rights become exercisable, but
thereafter only in limited circumstances. The Rights distribution will
not be taxable to stockholders.
For further information, contact Barclay Simpson at (925) 738-9032.
SIGNATURES
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.
Simpson Manufacturing Co., Inc.
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(Registrant)
DATE: August 3, 1999 By /s/Stephen B. Lamson
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Stephen B. Lamson
Chief Financial Officer