SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
________________
Carey International, Inc.
----------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 52-1171965
- ---------------------------------------- -------------------
(State of incorporation or organization) (IRS Employer
Identification No.)
4530 Wisconsin Avenue, N.W., Suite 500, Washington, D.C. 20016
- -------------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
----------------------------------------
(Title of class)
Item 1. Description of Securities to be Registered.
- ------ ------------------------------------------
On May 12, 2000, the Board of Directors of Carey International, Inc. (the
"Company") adopted a Shareholder Rights Plan pursuant to which a dividend of one
preferred share purchase right (a "Right") for each outstanding share of common
stock, par value $.01 per share (the "Common Shares") of the Company was
distributed to the stockholders of record as of the close of business on July 2,
2000 (the "Record Date"). Each Right entitles the registered holder to purchase
from the Company one one-hundredth of a share of Series One Preferred Stock, par
value $.01 per share (the "Series One Preferred Shares"), of the Company, at a
price of $80.00 per one one-hundredth of a Series One Preferred Share (the
"Purchase Price"), subject to adjustment. The description and terms of the
Rights are set forth in a Rights Agreement dated as of June 20, 2000 (the
"Rights Agreement") between the Company and American Securities Transfer & Trust
Company, as Rights Agent (the "Rights Agent"), as amended by a First Amendment
to Rights Agreement dated as of July 19, 2000 (the "First Amendment") between
the Company and the Rights Agent.
The following is a summary of the terms of the Shareholder Rights Plan;
however, the following text is qualified in its entirety by reference to the
text of the Rights Agreement and First Amendment, which are filed as exhibits
hereto.
Until the earlier to occur of (i) 10 days following a public announcement
that a person or group of affiliated or associated persons (an "Acquiring
Person") has acquired beneficial ownership of 20% or more of the outstanding
Common Shares (the "Triggering Percentage") 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 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 a Triggering Percentage or more of such outstanding Common Shares
(the earlier of such dates 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 certificate with a copy
of this Summary of Rights attached thereto unless (i) such person first acquires
a Triggering Percentage or more of the outstanding Common Shares by a purchase
pursuant to a tender offer for all of the Common Shares for cash, which purchase
increases such person's beneficial ownership to 90% or more of the outstanding
Common Shares; or (ii) the Triggering Percentage is achieved as a result of the
Company's repurchase of shares; or (iii) the person acquires a Triggering
Percentage or more of the outstanding Common Shares inadvertently and then
divests a sufficient number of shares within 10 days after notification by the
Company. In addition, the Rights will not become exercisable if a person, at
the close of business on July 2, 2000, holds the Triggering Percentage or more
of Common Shares unless such group or person thereafter acquires additional
Common Shares at a time when holding the Triggering Percentage or more of Common
Shares.
Until the Distribution Date, the Rights will be transferred with and only
with the Common Shares. Until the Distribution Date (or earlier redemption or
expiration of the Rights), new Common Share certificates issued upon transfer or
new issuance of Common Shares will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender for transfer of any certificates for
Common Shares outstanding as of the Record Date,
-2-
even without such notation or a copy of this Summary of Rights being attached
thereto, will also constitute the transfer of the Rights associated with the
Common Shares 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 Shares 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. Upon the
Distribution Date, the Rights will become exercisable until the earlier to
occur of (i) the close of business on July 1, 2010 (the "Final Expiration Date")
or (ii) the Effective Time (as defined in the Merger Agreement (as defined
below)), unless the Rights are earlier redeemed by the Company, as described
below.
The Purchase Price payable, and the number of Series One Preferred 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
Series One Preferred Shares, (ii) upon the grant to holders of the Series One
Preferred Shares of certain rights or warrants to subscribe for or purchase
Series One Preferred Shares at a price, or securities convertible into Series
One Preferred Shares with a conversion price, less than the then current market
price of the Series One Preferred Shares, or (iii) upon the distribution to
holders of the Series One Preferred Shares of evidences of indebtedness or
assets (excluding regular periodic cash dividends paid out of earnings or
retained earnings or dividends payable in Series One Preferred Shares) or of
subscription rights or warrants (other than those referred to above).
The number of outstanding Rights and the number of one one-hundredths of a
Series One Preferred Share issuable upon exercise of each Right are also subject
to adjustment in the event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.
Series One Preferred Shares purchasable upon exercise of the Rights will
not be redeemable. Each Series One Preferred Share will be entitled to a
quarterly dividend payment equal to the greater of (a) $1.00 or (b) 100 times
the dividend declared per Common Share. In the event of liquidation, the
holders of the Series One Preferred Shares will also be entitled to a
preferential payment equal to the greater of (a) $1.00 per share plus all
accrued and unpaid dividends, whether or not declared, and (b) 100 times the
aggregate payment made per Common Share. Each Series One Preferred Share will
have 100 votes, voting together with the Common Shares. In the event of any
merger, consolidation or other transaction in which Common Shares are exchanged,
each Series One Preferred Share will be entitled to receive 100 times the amount
received per Common Share. These rights are protected by customary antidilution
provisions.
Because of the nature of the Series One Preferred Shares' dividend,
liquidation and voting rights, the value of the one one-hundredth interest in a
Series One Preferred Share purchasable upon exercise of each Right should
approximate the value of one Common Share.
-3-
In the event that, following the date of the first public announcement that
a person has become an Acquiring Person (the "Shares Acquisition Date"), the
Company is acquired in a merger or other business combination transaction or 50%
or more of the value of its consolidated assets or earning power are sold or
otherwise transferred, proper provision will be made so that each holder of a
Right will thereafter have the right to receive, upon the exercise thereof at
the then current exercise price of the Right, that number of shares of common
stock of the acquiring company which at the time of such transaction will have a
market value of two times the exercise price of the Right. In the event that
any person becomes an Acquiring Person (unless such person first acquires 20% or
more of the outstanding Common Shares by a purchase pursuant to a tender offer
for all of the Common Shares for cash, which purchase increases such person's
beneficial ownership to 90% or more of the outstanding Common Shares), proper
provision shall be made so that each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which 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 exercise price of the Right.
At any time after the acquisition by a person or group of affiliated or
associated persons of beneficial ownership of 20% or more of the outstanding
Common Shares and prior to the acquisition by such person or group of 50% or
more of the outstanding Common Shares, the Board of Directors of the Company may
exchange the Rights (other than Rights owned by such person or group which have
become void), in whole or in part, at an exchange ratio of one Common Share, or
one one-hundredth of a Series One Preferred Share (or of a share of a class or
series of the Company's preferred stock having equivalent rights, preferences
and privileges), per Right (subject to adjustment).
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 Series One Preferred Shares will be issued
(other than fractions which are integral multiples of one one-hundredth of a
Series One Preferred Share, which may, at the election of the Company, be
evidenced by depositary receipts) and in lieu thereof, an adjustment in cash
will be made based on the market price of the Series One Preferred Shares on the
last trading day prior to the date of exercise.
At any time prior to the close of business on the tenth business day after
the Shares Acquisition Date (but not thereafter), the Board of Directors of the
Company may redeem the Rights in whole, but not in part, at a price of $0.01 per
Right (the "Redemption Price"). Subject to the foregoing, 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.
The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights, except that from and
after the Distribution Date no such amendment may adversely affect the
interests of the holders of the Rights.
-4-
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.
On July 19, 2000, prior to the execution and delivery of the Merger
Agreement (as defined in the First Amendment), the Company entered into the
First Amendment to the Rights Agreement. The First Amendment provides, among
other things, (i) that certain persons shall not be deemed an Acquiring Person,
(ii) that a Shares Acquisition Date shall not be deemed to have occurred by
reason of certain public announcements or public disclosures and (iii) that a
Distribution Date shall not be deemed to have occurred by reason of certain
public announcements, public disclosures, the execution and delivery of certain
agreements or the transactions contemplated by certain agreements. Copies of
the Rights Agreement and the First Amendment are filed as exhibits hereto.
-5-
Item 2. Exhibits.
- ------ --------
1. Copy of common stock certificate for Carey International, Inc.
containing legend with respect to the issuance of the Rights.
2. Rights Agreement dated as of June 20, 2000, between Carey
International, Inc. and American Securities Transfer & Trust Company,
as Rights Agent, which includes as Exhibit A the form of Certificate
of Designation of Series One Preferred Stock, as Exhibit B the form of
Right Certificate, and as Exhibit C a Summary of Rights to Purchase
Series One Preferred Shares. Pursuant to the Rights Agreement, Right
Certificates will not be mailed until as soon as practicable after the
earlier of the tenth day after announcement that a person or group has
acquired beneficial ownership of 20% or more of the Common Shares or
the tenth day after a person commences or announces its intent to
commence an offer the consummation of which would result in a person
beneficially owning 20% or more of the Common Shares.
3. First Amendment to Rights Agreement dated as of July 19, 2000, between
Carey International, Inc. and Computershare Trust Company, Inc. (f/k/a
American Securities Transfer & Trust Company), as Rights Agent.
4. Press Release dated June 22, 2000 of Carey International, Inc.
-6-
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
Carey International, Inc.
Date: July 25, 2000
By:/s/ David H. Haedicke
--------------------------
David H. Haedicke
Executive Vice President and
Chief Financial Officer
-7-
EXHIBIT INDEX
Exhibit Method of Filing
- ------- ----------------
1. Copy of common stock certificate for *
Carey International, Inc. containing
legend with respect to the issuance of
the Rights.
2. Rights Agreement dated as of June 20, *
2000 between Carey International, Inc.
and American Securities Transfer & Trust
Company, as Rights Agent, which includes
as Exhibit A the form of Certificate of
Designation of Series One Preferred
Stock, as Exhibit B the form of Right
Certificate, and as Exhibit C a Summary
of Rights to Purchase Series One
Preferred Shares. Pursuant to the
Rights Agreement, Right Certificates
will not be mailed until as soon as
practicable after the earlier of the
tenth day after announcement that a
person or group has acquired beneficial
ownership of 20% or more of the Common
Shares or the tenth day after a person
commences or announces its intent to
commence an offer the consummation of
which would result in a person
beneficially owning 20% or more of the
Common Shares.
3. First Amendment to Rights Agreement dated *
as of July 19, 2000 between Carey
International, Inc. and Computershare
Trust Company, Inc. (f/k/a American
Securities Transfer & Trust Company), as
Rights Agent.
4. Press Release dated June 22, 2000 of *
Carey International, Inc.
_________________
* Incorporated by reference to Carey International, Inc.'s Current Report on
Form 8-K filed with the Securities and Exchange Commission on July 25, 2000.
1