SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 27, 2004
PSB GROUP, INC.
(Exact name of registrant as specified in its charter)
Michigan 000-50301 42-1591104
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
1800 East Twelve Mile Road, Madison Heights, Michigan 48071
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (248) 548-2900
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 8.01. OTHER EVENTS
Registrant's Common Shares, no par value, are registered under Section
12(g) of the Securities Exchange Act of 1934 (the "Exchange Act"). This report
updates the description of Registrant's Common Shares.
General. The Registrant is a Michigan corporation. The Registrant's
Restated Articles of Incorporation authorize the issuance of 5,000,000 Common
Shares. There are no conversion terms, sinking fund provisions, redemption
provisions or preemptive rights associated with Registrant's Common Shares. Upon
receipt of consideration by the Registrant as fixed by Registrant's board of
directors, each Common Share issued is then fully paid and nonassessable. In the
event of any liquidation of the Registrant, holders of the Common Shares will be
entitled to share ratably in all assets available for distribution after payment
of Registrant's liabilities.
The holders of Common Shares will be entitled to the payment of
dividends when, as and if declared by the board of directors of Registrant and
paid out of funds, if any, available under applicable laws and regulations for
the payment of dividends. Dividends may not be declared if PSB Group, Inc.,
after giving effect to the dividend, would not be able to pay its debts as they
become due in the usual course of business, or if its total assets would be less
than the sum of its total liabilities.
No restrictions on alienability of the Common Shares are imposed by the
Restated Articles of Incorporation and Bylaws of the Registrant. However, in
some instances, the Registrant may impose restrictions on the sale or other
transfer of the Common Shares to the extent necessary to assure compliance with
federal and state securities laws and regulations.
The holders of the Common Shares possess exclusive voting rights with
respect to the capital stock of the Registrant. Except to the extent otherwise
provided in the Michigan Business Corporation Act as to "control share
acquisitions" (discussed below), each holder of Common Shares is entitled to one
vote for each Common Share held of record on all matters submitted to a vote of
holders of Common Shares.
Holders of Common Shares do not have cumulative voting rights in the
election of directors. Directors of the Registrant are elected by a plurality of
the votes cast by the holders of Common Shares entitled to vote in the election.
On all other matters requiring a vote of holders of the Common Shares, unless a
greater vote is required by the Michigan Business Corporation Act or
Registrant's Restated Articles of Incorporation, the corporate action must be
authorized by the vote of a majority of the Common Shares cast by shareholders
entitled to vote on the matter.
Staggered Board of Directors. The Registrant has a "staggered" board of
directors which means that, in contrast to corporations where all of the
directors stand for election each year for one-year terms, with Registrant, each
director is elected for a three-year term and only
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one-third of the directors stand for election each year. The staggered board has
the effect of making a change in control of Registrant vis-a-vis gaining control
of the board more difficult since the maximum number of board seats which are up
for election in any particular year is only one-third. A party seeking to change
control of Registrant cannot elect a majority of the board until two annual
elections have occurred.
Takeover Legislation. Michigan has enacted takeover legislation. The
takeover legislation is designed to prohibit or discourage certain types of
hostile takeover activities. The Michigan takeover legislation is made up of two
components -- the so-called "Control Share" Act and the "Fair Price" Act.
Control Share Act. The Control Share Act establishes procedures
governing "control share acquisitions." A control share acquisition is defined
as an acquisition of shares by an acquirer which, when combined with other
shares held by that person or entity, would give the acquirer voting power at or
above any of the following thresholds: 20 percent, 33 1/3 percent or 50 percent.
Under the Control Share Act, an acquirer may not vote "control shares" unless
the corporation's disinterested shareholders vote to confer voting rights on the
control shares. The acquiring person, officers of the target corporation and
directors of the target corporation who are also employees of the corporation
are precluded from voting on the issue of whether the control shares shall be
accorded voting rights. The Control Share Act does not affect the voting rights
of shares owned by an acquiring person prior to the control share acquisition.
The Control Share Act entitles corporations to redeem control shares
from the acquiring person under certain circumstances. In other cases, the
Control Share Act confers dissenters' rights upon all of a corporation's
shareholders except the acquiring person.
The Control Share Act applies only to an "issuing public corporation,"
which is defined to include certain large corporations. Registrant falls within
the statutory definition of an "issuing public corporation." The Control Share
Act automatically applies to any "issuing public corporation" unless the
corporation "opts out" of the statute by so providing in its articles of
incorporation or bylaws. To date, Registrant has not "opted out" of the Control
Share Act.
Fair Price Act. Certain provisions of the Michigan Business Corporation
Act (the "Fair Price Act") establish a statutory scheme similar to the
supermajority and fair price provisions found in many corporate charters. The
Fair Price Act automatically applies to any Michigan business corporation that
does not affirmatively elect not to be governed by it. To date, Registrant's
board of directors has not elected to opt out of the coverage of the Fair Price
Act. The Fair Price Act provides that a supermajority vote of 90% of the
shareholders and no less than two-thirds of the votes of non-interested
shareholders must approve a "business combination." The Fair Price Act defines a
"business combination" to encompass any merger, consolidation, share exchange,
sale of assets, stock issue, liquidation, or reclassification of
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securities involving an "interested shareholder" or certain "affiliates. " An
"interested shareholder" is generally any person who owns 10% or more of the
outstanding voting shares of the corporation. An "affiliate" is a person who
directly or indirectly controls, is controlled by, or is under common control
with a specified person.
The supermajority vote required by the Fair Price Act does not apply to
business combinations that satisfy certain conditions. These conditions include,
among others, that (1) the purchase price to be paid for the shares of the
corporation is at least equal to the highest of either (a) the market value of
the shares or (b) the highest per share price paid by the interested shareholder
within the preceding two-year period or in the transaction in which the
shareholder became an interested shareholder, whichever is higher; and (2) once
a person has become an interested shareholder, the person must not become the
beneficial owner of any additional shares of the corporation except as part of
the transaction which resulted in the interested shareholder becoming an
interested shareholder or by virtue of proportionate stock splits or stock
dividends.
The requirements of the Fair Price Act do not apply to business
combinations with the interested shareholder that the board of directors has
approved or exempted from the requirements of the Fair Price Act by resolution
at any time prior to the time that the interested shareholder first became an
interested shareholder.
The provisions of the Registrant's Restated Articles of Incorporation
described in the sections entitled "Staggered Board of Directors", "Control
Share Act" and "Fair Price Act" may have the effect of delaying, deferring or
otherwise making more difficult a change in control of the Registrant.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PSB GROUP, INC.
Dated: August 27, 2004 By: /s/Robert L. Cole
------------------------------------------
Robert L. Cole
President and Chief Executive Officer
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