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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
Cannondale Corporation
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(Exact name of registrant as specified in its charter)
Delaware 06-0871823
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(State of incorporation or organization) I.R.S. Employer Identification No.
16 Trowbridge Drive, Bethel Connecticut 06801
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(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c), please check the
following box. / /
If this form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(d) please check the following box. / /
Securities to be Registered Pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which each class is to be
to be so registered registered
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None
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Securities to be Registered Pursuant to Section 12(g) of the Act:
Common Stock Purchase Rights
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(Title of Class)
Item 1. Description of Registrant's Securities to be Registered
On December 19, 1997, the Board of Directors of Cannondale Corporation
(the "Company") declared a dividend of one common share purchase right (a
"Right") for each outstanding share of common stock, $0.01 par value (the
"Common Stock") of the Company. The dividend will be made to the stockholders of
record at the close of business on December , 1997 (the "Record Date"). Each
Right entitles the registered holder to purchase from the Company one share of
Common Stock at a price of $100.00 (the "Purchase Price"), subject to
adjustment. The description and terms of the Rights are set forth in a Rights
Agreement dated as of December 22, 1997 (the "Rights Agreement") between the
Company and Bank of Boston, as Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) ten Business Days following a public
announcement that a person or group of affiliated or associated persons has
acquired, or obtained the right to acquire, beneficial ownership of 20% or more
of the outstanding shares of Common Stock (an "Acquiring Person") or (ii) ten
Business Days 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 20% or more of such
outstanding shares of the Common Stock (the earlier of such dates being the
"Distribution Date"), the Rights will be evidenced, with respect to any Common
Stock certificates outstanding as of the Record Date, by Common Stock
certificate with a copy of the Summary of Rights attached to the certificate.
The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with and only with the Common Stock. Until the
Distribution Date (or earlier redemption or expiration of the Rights), new share
certificates issued after the Record Date upon transfer or new issuance of
Common Stock 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 Stock
outstanding even without such notation or a copy of the Summary of Rights being
attached to such certificate, will also constitute the transfer of the Rights
associated with the shares of Common Stock represented by such certificate. As
soon as practicable following the Distribution Date, separate certificates
evidencing the Rights (the "Right Certificates") will be mailed to holders of
record of Common Stock as of the close of business on the Distribution Date and
such separate Right Certificates alone will evidence the Rights.
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The Rights are not exercisable until the Distribution Date. The Rights
will expire on December 22, 2007 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are earlier redeemed by the
Company, in each case, as described below.
The Purchase Price payable and the number of shares of Common 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 Common
Stock, (ii) upon the grant to holders of the Common Stock of certain rights or
warrants to subscribe for or purchase Common Stock at a price or securities
convertible into Common Stock with a conversion price less than the then current
market price of the Common Stock; or (iii) upon the distribution to holders of
the Common Stock of evidences of indebtedness, cash (other than regular cash
dividends out of the Company's earnings or retained earnings), or assets.
In the event that any person or entity becomes an Acquiring Person (the
beneficial owner of 20% or more of the outstanding Common Stock, subject to
certain exceptions), provision will be made so that each Right, other than
Rights beneficially owned by the Acquiring Person (which will then be void),
will entitle the holder to purchase that number of shares of Common Stock having
a market value of two times the then current Purchase Price of the Right.
The Rights Agreement excludes from the definition of Acquiring Person,
certain existing stockholders of the Company and Persons who certify to the
Company that they inadvertently acquired in excess of 19.9% of the outstanding
Common Stock and thereafter divest such excess or who acquire 20% or more of the
outstanding Common Stock in a Permitted Transaction. A "Permitted Transaction"
is a stock acquisition or tender or exchange offer pursuant to a definitive
agreement which would result in a person beneficially owning 20% or more of the
outstanding Common Stock and which has been approved by the Board of Directors
(including a majority of the Directors not in association with an Acquiring
Person) prior to the execution of the agreement or the public announcement of
the offer.
In the event that the Company is acquired in a merger or other business
combination transaction, or 50% or more of its consolidated assets or earning
power are sold, proper provisions will be made so that each Right will entitle
the holder to purchase that number of shares of common stock of the acquiring
company that at the time of such transaction will have a market value of two
times the then current Purchase Price of the Right.
No adjustment in the Purchase Price will be required until cumulative
adjustments require an adjustment of at least 1% in the Purchase Price. With
certain exceptions, no fractional shares of Common Stock will be issued and, in
lieu of such fractional shares, an adjustment in cash will be made based on the
market price of the Common Stock on the last trading day prior to the date of
exercise.
After a person becomes an Acquiring Person, the Company's Board of
Directors may exchange the Rights, other than those Rights owned by the
Acquiring Person, in whole or in part, at an exchange ratio of one share of
Common Stock per Right, subject to adjustment. However,
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the Board of Directors cannot conduct an exchange at any time after any Person,
together with its Affiliates and Associates, becomes the Beneficial Owner of 50%
or more of the outstanding Common Stock.
At any time within ten Business Days following the date that any Person
becomes an Acquiring Person, a Requisite Majority may redeem the Rights in
whole, but not in part, at a price of $0.01 per Right (the "Redemption Price").
In addition, the Board of Directors may extend or reduce the period during which
the Rights are redeemable, so long as the Rights are redeemable at the time of
such extension or reduction. 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, including an amendment
to extend the Final Expiration Date, except that from and after the date any
Person becomes an Acquiring Person, no such amendment may adversely affect the
economic interests of the holders of the Rights.
Until a Right is exercised, the holder of the Right, as such, will have
no rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends.
Item 2. Exhibits
4.1 Rights Agreement dated December , 1997 among the Company and
BankBoston, N.A., as rights agent.
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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.
Date: December 19, 1997
CANNONDALE CORPORATION
By: /s/ William A. Luca
William A. Luca
Chief Financial Officer
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EXHIBIT INDEX
4.1 Rights Agreement dated December 22, 1997 among the Company and
BankBoston, N.A., as rights agent.