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
EXCHANGE NATIONAL BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
MISSOURI 43-1626350
(State of incorporation (I.R.S. Employer
of or organization) Incorporation No.)
132 EAST HIGH STREET, JEFFERSON CITY, MISSOURI 65101
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
TITLES OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
None None
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.[ ]
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. [X]
Securities to be registered pursuant to Section 12(g) of the Act:
PREFERRED STOCK PURCHASE RIGHTS
(Title of class)
On May 24, 2000, the Board of Directors of Exchange
National Bancshares, Inc. (the "Company") declared a dividend
distribution of one right (a "Right") for each outstanding share
of the Company's common stock, par value $1.00 per share (the
"Common Stock"), payable to stockholders of record at the close
of business on June 5, 2000 (the "Record Date") and with respect
to the Common Stock issued thereafter until the Distribution Date
(defined below) and, in certain circumstances, with respect to
the Common Stock issued after the Distribution Date. Except as
set forth below, each Right, when it becomes exercisable,
entitles the registered holder to purchase from the Company a
unit consisting initially of one one-thousandth of a share (a
"Unit") of Series A Preferred Stock, $0.01 par value (the
"Preferred Stock"), of the Company, at a purchase price of $150
per Unit, subject to adjustment (the "Purchase Price"). The
description and terms of the Rights are set forth in a Rights
Agreement, dated as of May 24, 2000, between the Company and The
Exchange National Bank of Jefferson City, as Rights Agent (the
"Rights Agreement").
Initially, the Rights will be attached to all
certificates representing shares of Common Stock then
outstanding, and no separate certificates evidencing the Rights
("Rights Certificates") will be distributed. The Rights will
separate from the Common Stock and a Distribution Date will occur
upon the earlier of (i) ten business days following public
announcement or disclosure that a person has become an "Acquiring
Person" (defined below) or of facts indicating that such person
has become an Acquiring Person, or (ii) ten business days (or
such later date as the Board shall determine) following the
commencement of, or an announcement of an intention to commence,
a tender or exchange offer that would result in a person or group
becoming an "Acquiring Person." Except as set forth below, an
"Acquiring Person" is collectively a person, together with all
Affiliates (defined below) and Associates (defined below) of such
person who or which has acquired beneficial ownership of 15% or
more of the outstanding shares of Common Stock except pursuant to
a Qualifying Offer (defined below). The term "Acquiring Person"
excludes (i) the Company, (ii) any subsidiary of the Company,
(iii) any employee benefit plan of the Company or any subsidiary
of the Company, (iv) any person or entity organized, appointed or
established by the Company for or pursuant to the terms of any
such plan, and (v) any person, together with such person's
Affiliates and Associates, who or which becomes a beneficial
owner of 15% or more of the outstanding shares of Common Stock as
a result of acquiring such shares directly from the Company.
An "Affiliate" of a person is a person that directly,
or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, the person
specified. An "Associate" of a person is (i) any corporation or
organization (other than the Company or any majority-owned
subsidiary of the Company) of which such person is an officer or
partner or is, directly or indirectly, the beneficial owner of
10% or more of any class of equity securities, (ii) any trust or
other estate in which such person has a substantial beneficial
interest or as to which such person serves as trustee or in a
similar fiduciary capacity, and (iii) any relative or spouse of
such person, or any relative of such spouse, who has the same
home as such person or who is a director or officer of such
person or any of its parents or subsidiaries.
No person shall become an "Acquiring Person" either:
(i) as the result of an acquisition of Common Stock by the
Company which, by reducing the number of such shares then
outstanding, increases the proportionate number of shares
beneficially owned by such person, together with all Affiliates
and Associates of such person, unless such persons, after such
share purchases by the Company, becomes the beneficial
owner of additional shares of Common Stock constituting 1% or
more of the then outstanding shares of Common Stock (other than
pursuant to a Qualifying Offer); or (ii) the Board of Directors
of the Company determines in good faith that a person who would
otherwise be an "Acquiring Person" has become such inadvertently,
and such person divests as promptly as practicable a sufficient
number of shares of Common Stock so that such person would no
longer be an Acquiring Person.
Until the Distribution Date, (i) the Rights will be
evidenced by the Common Stock certificates and will be
transferred with and only with such Common Stock certificates,
(ii) new Common Stock certificates issued after the Record Date
will contain a notation incorporating the Rights Agreement by
reference, and (iii) the surrender for transfer of any
certificates for Common Stock outstanding will also constitute
the transfer of the Rights associated with the Common Stock
represented by such certificate. Pursuant to the Rights
Agreement, the Company reserves the right to require prior to the
occurrence of a Triggering Event (defined below) that, upon any
exercise of Rights, a number of Rights be exercised so that only
whole shares of Preferred Stock will be issued.
As soon as practicable after the Distribution Date,
Rights Certificates will be mailed to holders of record of the
Common Stock as of the close of business on the Distribution Date
and, thereafter, the separate Rights Certificates alone will
represent the Rights. Except in certain circumstances specified
in the Rights Agreement or as otherwise determined by the Board
of Directors, only shares of Common Stock issued prior to the
Distribution Date will be issued with Rights.
The Rights are not exercisable until after the
Distribution Date and until the Rights are no longer redeemable.
The Rights will expire at the close of business on May 23, 2010,
unless extended or earlier redeemed by the Company as described
below.
In the event that, at any time following the
Distribution Date, a person becomes an Acquiring Person, except
pursuant to an offer for all outstanding shares of Common Stock
which a majority of the directors determine, after receiving
advice from one or more nationally recognized investment banking
firms, to be fair to the stockholders and otherwise in the best
interests of the Company and its stockholders (other than the
Acquiring Person on whose behalf the offer is being made) (a
"Qualifying Offer"), each holder of a Right will thereafter have
the right to receive, upon exercise of the Right, Common Stock
(or, in certain circumstances, cash, property or other securities
of the Company) having a value equal to two times the Purchase
Price of the Right. However, at the option of the Board of
Directors of the Company, during such time as an Acquiring Person
holds an amount of stock less than 50% of the outstanding Common
Stock, the Company may exchange, in whole or in part, each right
of each holder (other than the Acquiring Person) for one share of
Common Stock. Notwithstanding any of the foregoing, following
the occurrence of the event set forth in this paragraph, all
Rights that are, or (under certain circumstances specified in the
Rights Agreement) were, beneficially owned by any Acquiring
Person (or any Affiliate or Associate of an Acquiring Person)
will be null and void and nontransferable and any holder of any
such Right (including any purported transferee or subsequent
holder) will be unable to exercise or transfer any such right.
For example, at the initial Purchase Price of $150.00
per Right, each Right not owned by an Acquiring Person following
an event set forth in the preceding paragraph would entitle its
holder to purchase $300.00 worth of Common Stock (or other
consideration, as noted above) for $150.00. Assuming that the
Common Stock had a per share value of $60.00 at such time, the
holder of each valid Right would be entitled to purchase five shares
of Common Stock for $150.00.
In the event that, at any time following the date on
which there has been public announcement or disclosure that a
person has become an Acquiring Person or of facts indicating that
such person has become an Acquiring Person (the "Stock
Acquisition Date") (which, for purposes of this paragraph also
includes the date on which there has been a public announcement
that any person has acquired 15% or more of the outstanding
shares of Common Stock pursuant to a Qualifying Offer), (i) the
Company merges or consolidates with another corporation or
association in a transaction in which the holders of all of the
outstanding shares of Common Stock immediately prior to the
consummation of the transaction are not the holders of all of the
surviving corporation's voting power, or (ii) more than 50% of
the Company's assets or earning power is sold or transferred, in
either case with or to an Acquiring Person or any Affiliate or
Associate or any other person in which such Acquiring Person,
Affiliate or Associate has an interest or any person acting on
behalf of or in concert with such Acquiring Person, Affiliate or
Associate, or, if in such transaction all holders of Common Stock
are not treated alike, any other person, then each holder of a
Right (except Rights which previously have been voided as set
forth above), shall thereafter have the right to receive upon
exercise of the Right, common stock of the acquiring company
having a value equal to two times the Purchase Price of the
Right. The events set forth in this paragraph and in the
preceding paragraph are referred to as the "Triggering Events."
The Purchase Price payable, and the number of Units of
Preferred Stock 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
Preferred Stock, (ii) if holders of the Preferred Stock are
granted certain rights or warrants to subscribe for or purchase
Preferred Stock at a price, or convertible into Preferred Stock
with a conversion price, less than the current market price of
the Preferred Stock, or (iii) upon the distribution to holders of
the Preferred Stock of evidences of indebtedness or assets or of
subscription rights or warrants (other than those referred to
above).
With certain exceptions, no adjustment in the Purchase
Price will be required until cumulative adjustments amount to at
least 1% of the Purchase Price.
Because of the nature of the Preferred Stock's
dividend, liquidation and voting rights, the value of the one
Unit of Preferred Stock purchasable upon exercise of each Right
should approximate the value of one share of Common Stock.
Shares of Preferred Stock purchasable upon exercise of the Rights
will not be redeemable. Each share of Preferred Stock will be
entitled to a quarterly dividend payment of 1000 times the
dividend declared per share of Common Stock. Preferred Stock
will only be entitled to receive dividends when concurrently
declared with the Common Stock and then at a rate equal to 1000
times the amount per share to be received by holders of Common
Stock. In the event of liquidation, the holders of shares of
Preferred Stock will be entitled to receive the greater of (i)
$1,000.00 per share, plus accrued dividends to the date of
distribution; or (ii) an amount per share equal to the product of
1,000 times the aggregate amount to be distributed per share to
holders of Common Stock. Each share of Preferred Stock will have
1000 votes, voting together with the shares of Common Stock.
These rights are protected by customary antidilution provisions.
At any time until ten business days following the Stock
Acquisition Date (or such later date as the Board of Directors
may determine), the Company may redeem the Rights in whole, but
not in part, at a price (the "Redemption Price") of $0.01 per
Right (payable in cash, Common Stock or other consideration
deemed appropriate by the Board of Directors) by resolution of
the Board of Directors. Immediately upon such action of the
Board of Directors ordering redemption of the Rights, the Rights
will terminate and the only right of the holders of Rights will
be to receive the Redemption Price.
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. While the distribution of the Rights will not be
taxable to stockholders or to the Company, stockholders may,
depending upon the circumstances, recognize taxable income upon
the Distribution Date.
Any of the provisions of the Rights Agreement may be
amended by resolution of the Company's Board of Directors for so
long as the Rights are redeemable, except that the Redemption
Price cannot be changed. After the Rights cease to be
redeemable, the provisions of the Rights Agreement, may be
amended from time to time by resolution of the Company's Board of
Directors in order to cure any ambiguity, to make changes which
do not adversely affect the interests of holders of Rights
(excluding the interests of any Acquiring Person or its
affiliates or associates), or to shorten or lengthen any time
period under the Rights Agreement; PROVIDED, HOWEVER, that no
amendment may cause the Rights again to become redeemable or to
be amendable more broadly than contemplated by this sentence.
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 incorporated herein by reference.
Item 2. EXHIBITS.
The following exhibit is filed as a part of this
Registration Statement:
1. Rights Agreement dated as of May 24, 2000, between
Exchange National Bancshares, Inc. and The
Exchange National Bank of Jefferson City, as
Rights Agent, which includes as Exhibit A, the
Certificate of Designation of Series A Preferred
Stock, and as Exhibit B, the Form of Rights
Certificate, and as Exhibit C, a Summary of the
Rights.
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.
EXCHANGE NATIONAL BANCSHARES, INC.
Date: May 24, 2000 By: /s/ Donald L. Campbell
Donald L. Campbell
Chairman of the Board