SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SYNERGY FINANCIAL GROUP, INC.
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(Exact Name of Registrant as Specified in Its Charter)
New Jersey 0-50467 52-2413926
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(State or other jurisdiction (File No.) (IRS Employer
of incorporation) Identification Number)
310 North Avenue East, Cranford, New Jersey 07016
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(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of If this form relates to the registration of a class of
securities pursuant to Section 12(b) of the Exchange Act securities pursuant to Section 12(g) of the Exchange Act
and is effective pursuant to General Instruction A.(c), and is effective pursuant to General Instruction A.(d),
please check the following box. [_] please check the following box.: [X]
Securities Act registration statement file number to which this form
relates: N/A
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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
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None None
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Share Purchase Rights
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(Title of class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
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Item 1. Description of Registrant's Securities to be Registered
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On November 23, 2004, the Board of Directors of Synergy Financial
Group, Inc. (the "Company") declared a dividend distribution of one Right for
each outstanding share of Company Common Stock to stockholders of record at the
close of business on December 6, 2004. Each Right entitles the registered holder
to purchase from the Company one share of Common Stock on the date of exercise,
at a Purchase Price of $40, subject to adjustment. The terms of the Rights are
set forth in a Rights Agreement (the "Rights Agreement") between the Company and
Registrar and Transfer Company, as Rights Agent.
Initially, the Rights will be attached to all Common Stock certificates
representing shares then outstanding, and no separate Rights Certificates will
be distributed. The Rights will separate from the Common Stock and a
Distribution Date will occur upon the earlier of (i) 10 business days following
a public announcement that a person or group of affiliated or associated persons
(an "Acquiring Person") has acquired, or obtained the right to acquire,
beneficial ownership of 15% or more of the outstanding shares of Common Stock
(the "Stock Acquisition Date") or (ii) 10 business days following the
commencement of a tender offer or exchange offer that would result in a person
or group beneficially owning 15% or more of such outstanding shares of Common
Stock. 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 December 6,
2004 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.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on December 6, 2014, unless earlier redeemed or
exchanged by the Company as described below.
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 as otherwise determined by
the Board of Directors, only shares of Common Stock issued prior to the
Distribution Date will be issued with Rights.
In the event that at any time following the Rights Dividend Declaration
Date, a Person becomes the beneficial owner of 15% or more of the then
outstanding shares of Common Stock, each holder of a Right (other than Rights
held by the party triggering the Rights and certain transferees which are
voided) will thereafter have the right to receive, upon exercise, Common Stock
(or, in certain circumstances, cash, property or other securities of the
Company, subject to certain limitations) having a value equal to two times the
exercise price of the Right. However,
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Rights are not exercisable following the occurrence of the event set forth above
until such time as the Rights are no longer redeemable by the Company as set
forth below.
For example, at an exercise price of $40 per Right, each Right not
owned by an Acquiring Person (or by certain related parties) following an event
set forth in the preceding paragraph would entitle its holder to purchase $80
worth of Common Stock (or other consideration, as noted above) for $40. Assuming
that the Common Stock had a per share value of $11.07 at such time, the holder
of each valid Right would be entitled to purchase 7.23 shares of Common Stock
for $40.
The Board may, at its option, at any time after a person becomes an
Acquiring Person, exchange all or part of the outstanding Rights (other than
Rights owned by an Acquiring Person, its affiliates, associates or transferees,
which will become void) for shares of Common Stock at an exchange ratio of one
share of Common Stock per Right.
In the event that, at any time following the date that any Person
becomes an Acquiring Person, (i) the Company engages in certain mergers or other
business combination transactions or (ii) 50% or more of the Company's assets,
cash flow or earning power is sold or transferred, 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, common stock of the
acquiring company having a value equal to two times the exercise price of the
Right. The events set forth in this paragraph and in the second preceding
paragraph are referred to as the "Triggering Events."
At any time after a person becomes an Acquiring Person and prior to the
acquisition by such person or group of fifty percent (50%) or more of the
outstanding Common Stock, the Board 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 share of Common Stock, per Right (subject to
adjustment).
The Purchase Price payable, and the number of shares of Common Stock
(or the number and kind of other securities or property, as the case may be)
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 Common Stock, (ii) if
holders of the Common Stock are granted certain rights or warrants to subscribe
for Common Stock or convertible securities at less than the current market price
of the Common Stock, or (iii) upon the distribution to holders of the Common
Stock of evidences of indebtedness or assets (excluding regular periodic cash
dividends) or of subscription rights or warrants (other than those referred to
above).
No adjustment in the Purchase Price will be required until cumulative
adjustments amount to at least 1% of the Purchase Price. The Company is not
required to issue fractional shares of Common Stock and in lieu thereof an
adjustment in cash will be made. For fractional shares of Common Stock, the
adjustment will be based on the market price of the Common Stock on the last
trading date prior to the date of exercise.
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In general, the Company may redeem the Rights in whole, but not in
part, at any time until ten days following the Stock Acquisition Date, at a
price of $.01 per Right (payable in cash, Common Stock or other consideration
deemed appropriate by the Board of Directors). Immediately upon the 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
$.01 per Right 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 in the event
that the Rights become exercisable for Common Stock (or other consideration) of
the Company or for common stock of the acquiring company as set forth above.
Any of the provisions of the Rights Agreement may be amended prior to
the Distribution Date. After the Distribution Date, the provisions of the Rights
Agreement may be amended in order to cure any ambiguity, to make changes which
do not adversely affect the interest of holders of Rights (excluding the
interest of any Acquiring Person), or to shorten or lengthen any time period
under the Rights Agreement; provided, however, that no amendment to adjust the
time period governing redemption shall be made at such time as the Rights are
not redeemable.
Item 2. Exhibits
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The following exhibits are filed or incorporated herein by reference as
an exhibit to this registration statement.
No. Description
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4 Rights Agreement, dated as of November 23, 2004, by and among Synergy
Financial Group, Inc. and Registrar and Transfer Company, as Rights Agent
(including Form of Rights Certificate and Form of Election to Exercise
attached as Exhibit A).
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SIGNATURES
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, thereunto duly authorized.
SYNERGY FINANCIAL GROUP, INC.
Date: November 30, 2004 By: /s/John S. Fiore
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John S. Fiore
President and Chief Executive Officer