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
Canaan Energy Corporation
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(Exact Name of Registrant as Specified in Its Charter)
Oklahoma 73-1300132
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
119 North Robinson, Suite 600
Oklahoma City, Oklahoma 73102
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(Address of Principal Executive Office) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be so registered Name of each exchange on which 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), please 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), please check the following box. [X]
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:
Preferred Stock Purchase Rights
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(Title of class)
Item 1. Description of Registrant's Securities to be Registered.
On March 13, 2002, the Board of Directors of Canaan Energy Corporation (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. The
dividend is payable on March 25, 2002 to the stockholders of record on March 25,
2002.
The Rights will initially trade with, and will be inseparable from, the
common stock. The Rights are evidenced only by certificates that represent
shares of common stock. New Rights will accompany any new shares of common stock
we issue after March 25, 2002 until the Distribution Date described below.
Each Right will allow its holder to purchase from our Company one
one-thousandth of a share of Series A Junior Participating Preferred Stock
("Preferred Share") for $45.00, once the Rights become exercisable. Prior to
exercise, the Right does not give its holder any dividend, voting, or
liquidation rights. The number of shares issuable upon exercise of Rights is
subject to adjustment if a person becomes an Acquiring Person as described
below.
The Rights will not be exercisable until the earlier to occur of (i) 10
days after a public announcement that a person or group has become an "Acquiring
Person" by obtaining beneficial ownership of 15% or more of the Company's
outstanding common stock, or (ii) 10 business days (or a later date determined
by our Board before any person or group becomes an Acquiring Person) after a
person or group begins or announces an intention to make a tender or exchange
offer which, if completed, would result in that person or group becoming an
Acquiring Person. We refer to the date when the Rights become exercisable as the
"Distribution Date." Until that date, the common stock certificates will also
evidence the Rights, and any transfer of shares of common stock will constitute
a transfer of Rights. After the Distribution Date, the Rights will separate from
the common stock and be evidenced by Rights certificates that the Company will
mail to all eligible holders of common stock. Any Rights held by an Acquiring
Person are void and may not be exercised.
The Rights are not exercisable until the Distribution Date. The Rights will
expire on March 12, 2012, unless the Rights are earlier redeemed or exchanged by
the Company.
An "Acquiring Person" does not include the Company, any Subsidiary of the
Company, in each case including, without limitation, in its fiduciary capacity,
or, any employee benefit plan of the Company or of any Subsidiary of the
Company, or any entity or trustee holding Common Stock for or pursuant to the
terms of any such plan or for the purpose of funding any such plan or funding
other employee benefits for employees of the Company or of any Subsidiary of the
Company.
Our Board may reduce the threshold at which a person or group becomes an
Acquiring Person from 15% to not less than 10% of the outstanding common stock.
In the event that any person or group becomes an Acquiring Person, all
holders of Rights
except the Acquiring Person may, for $45.00, purchase Preferred Shares (or
common stock if the Company so determines) with a market value of $90.00, based
on the market price of the common stock prior to such acquisition. In the event
that, after a person or group has become an Acquiring Person, the Company is
acquired in a merger or similar transaction after the Rights Distribution Date,
all holders of Rights except the Acquiring Person may, for $45.00, purchase
shares of the acquiring corporation with a market value of $90.00 based on the
market price of the acquiring corporation's stock, prior to such merger.
Preferred Shares purchasable upon exercise of the Rights will not be
redeemable and will rank junior to all other series of the Company's preferred
stock. Each Preferred Share will entitle holders to quarterly cumulative
preferential dividend payments of $1.00 per share, but would be entitled to
receive, in the aggregate a dividend of 1,000 times the dividend declared on
their common stock. In the event of liquidation, the holders of the Preferred
Shares will be entitled to receive $1,000 per share, but would be entitled to
receive, in the aggregate, an amount equal to 1,000 times the payment made on
one share of common stock. Each Preferred Share will have the same voting power
as one share of common stock. Finally, in the event that shares of our common
stock are exchanged via merger, consolidation, or a similar transaction, each
Preferred Share will entitle holders to receive 1,000 times the amount received
per share of common stock. The value of one one-thousandth interest in a
Preferred Share should approximate the value of one share of common stock.
The Company's Board may redeem the Rights for $0.01 per Right at any time
before any person or group becomes an Acquiring Person. If our Board redeems any
Rights, it must redeem all of the Rights. Once the Rights are redeemed, the only
right of the holders of Rights will be to receive the redemption price of $0.01
per Right. The redemption price will be adjusted if we have a stock split or
stock dividends of our common stock.
After a person or group becomes an Acquiring Person, but before an
Acquiring Person owns 50% or more of our outstanding common stock, our Board may
exchange the Rights, in whole or in part, at an exchange ratio of one share of
common stock or an equivalent security for each Right, other than Rights held by
the Acquiring Person.
Our Board may adjust the purchase price of the Preferred Shares, the number
of Preferred Shares issuable and the number of outstanding Rights to prevent
dilution that may occur from a stock dividend, a stock split, a reclassification
of the Preferred Shares or common stock. No adjustments to the Exercise Price of
less than 1% will be made.
The terms of the Rights Agreement may be amended by our Board without the
consent of the holders of the Rights. However, our Board may not amend the
Rights Agreement to lower the threshold at which a person or group becomes an
Acquiring Person to below 10% of our outstanding common stock. In addition, the
Board may not cause a person or group to become an Acquiring Person by lowering
this threshold below the percentage interest that such person or group already
owns. After a person or group becomes an Acquiring Person, our Board may not
amend the agreement in a way that adversely affects holders of the Rights.
A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as Exhibit 99.2 to the Form 8-K filed on March 18, 2002.
A copy of a Summary of Rights will be distributed to stockholders of record as
of March 25, 2002. Additionally, copies of the Rights Agreement are available
free of charge from the Company.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group who attempts to acquire the Company on
terms not approved by the Company's Board of Directors. The Rights should not
interfere with any merger or other business combination approved by the Board
since they may be redeemed by the Company for $0.01 per Right at any time before
any person or group becomes an Acquiring Person.
Item 2. Exhibits.
Exhibit No. Description
1. Rights Agreement, dated as of March 13, 2002 between Canaan
Energy Corporation and UMB Bank, N.A., as Rights Agent. The
Rights Agreement includes as Exhibit A the Form of Certificate
of Designation setting forth the terms of the Series A Junior
Participating Preferred Stock (incorporated by reference to
Exhibit 99.2 of Form 8-K filed on March 18, 2002).
2. Press Release dated March 14, 2002 (incorporated by reference to
Schedule 14D-9 filed on March 14, 2002).
3. Form of letter to Canaan Energy Corporation stockholders,
dated March 14, 2002 (incorporated by reference to Schedule
14D-9 filed on March 14, 2002).
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.
CANAAN ENERGY CORPORATION
Date: March 25, 2002 By: \s\ Leo E. Woodard
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Leo E. Woodard
Chairman and Chief Executive Officer