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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NANOPHASE TECHNOLOGIES CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 36-3687863
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(STATE OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER
IDENTIFICATION NO.)
453 COMMERCE STREET, BURR RIDGE, IL 60521
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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: N/A
SECURITIES TO BE REGISTERED PURSUANT TO SECTION
12(b) OF THE ACT:
NONE
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
PREFERRED STOCK PURCHASE RIGHTS
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Item 1. Description of Registrant's Securities to be Registered.
On October 26, 1998, the Board of Directors of Nanophase Technologies
Corporation (the "Company") declared a dividend of one Right for each
outstanding share of common stock (a "Right"), par value $.01 per share (the
"Common Shares"), of the Company. The dividend is payable on November 10, 1998
(the "Record Date") to the stockholders of record on that date. Each Right
entitles the registered holder to purchase from the Company one ten-thousandth
of a share of Series A Junior Participating Preferred Stock, par value $.01 per
share (the "Preferred Shares"), of the Company at a price of $25.00 per one
ten-thousandth of a Preferred Share (the "Purchase Price"), subject to
adjustment. The Purchase Price was established by the Company's Board of
Directors after consultations with, and recommendations by, its financial
advisor. Customary factors considered by the Company's Board of Directors in
determining the Purchase Price included, without limitation, implied ranges of
future stock prices for the Company based upon potential and projected growth
rates over a ten-year period, and exercise prices (as a multiple of stock
prices) set by other companies adopting similar rights plans. The Purchase Price
does not reflect the Board's view of the current value of the Company.
The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement") between the Company and LaSalle National
Bank, as Rights Agent (the "Rights Agent").
Until the earlier of (i) the close of business on the tenth day after
the first public announcement that a person or group of affiliated or associated
persons have acquired beneficial ownership of 15% or more of the outstanding
Common Shares (an "Acquiring Person"), or (ii) the close of business on the
tenth day (or such later date as may be determined by action of the Company's
Board of Directors prior to such time as any Person becomes an Acquiring Person)
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 such person or group of 15% or more of such outstanding Common
Shares (the earlier of such dates being called the "Distribution Date"), the
Rights will be evidenced by the Common Share certificates, will be transferable
only by the transfer of the Common Shares associated with such Rights and any
transfer of the Common Shares (including a transfer to the Company) will
constitute a transfer of the Rights. As described below, after a person or group
becomes an Acquiring Person, the Rights may not be redeemed or amended.
Until the Distribution Date (or earlier redemption or expiration of the
Rights), new Common Share certificates issued after the Record Date, upon
transfer or new issuance of Common Shares, will contain a legend 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 Shares outstanding as of the Record Date, even without
such notation will also constitute the transfer of the Rights associated with
the Common Shares represented by such certificate. As soon as practicable
following the Distribution Date, separate certificates evidencing the Rights
("Rights Certificates") will be mailed to holders of record of the Common Shares
as of the close of business on the Distribution Date and such separate Rights
Certificates alone will evidence the Rights. Each Right is exercisable for one
ten-thousandth of a Preferred Share at any time after the Distribution Date.
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The Rights are not exercisable for Common Shares until a person, entity
or group becomes an Acquiring Person. The Rights will expire on October 28, 2008
(the "Final Expiration Date"), unless the Final Expiration Date is extended or
unless the Rights are redeemed earlier by the Company, in each case, as
described below.
If a person or group of affiliated or associated persons becomes an
Acquiring Person, each holder of a Right (other than those described in the next
sentence) will thereafter have the right to receive, upon exercise, Common
Shares (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. All
Rights that are, or (under certain circumstances specified in the Rights
Agreement) were, beneficially owned by any Acquiring Person will be void.
At any time after the first date of public announcement by the Company
or an Acquiring Person than an Acquiring Person has become such, if (i) the
Company is the surviving corporation in a merger with any other company or
entity, (ii) the Company is acquired in a merger or other business combination
transaction, (iii) 50% or more of the Company's consolidated assets or earning
power are sold or (iv) an Acquiring Person engages in certain "self-dealing"
transactions with the Company, each holder of an outstanding Right (other than
those whose Rights have become void) will thereafter have the right to receive,
upon the exercise thereof at the then current Purchase Price of the Right, that
number of shares of common stock of the surviving or acquiring company which at
the time of such transaction will have a market value of two times the Purchase
Price of such Right.
At any time after a person or group becomes an Acquiring Person and
prior to the acquisition by such person or group of 50% or more of the
outstanding Common Shares, the Board of Directors of the Company may exchange
the Rights (other than Rights owned by an Acquiring Person which have become
void), in whole or in part, without any additional payment, for Common Shares at
an exchange ratio of one Common Share (or of a share of a class or series of the
Company's preferred shares having equivalent rights, preferences and
privileges), per Right (subject to adjustment).
Rights surrendered for exercise must be accompanied by payment to the
Company of the then current aggregate Purchase Price by wire transfer, certified
check, cashier's check or money order. Some holders of Rights may find that the
level of the Purchase Price precludes them from exercising all or a portion of
their Rights. The Rights, however, will be separately tradeable from and after
the Distribution Date, should such holders wish to transfer their Rights. There
can be no assurance, however, that an active trading market for the Rights will
develop.
The Purchase Price payable, and the number of Preferred Shares 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
Shares, (ii) upon the grant to holders of the Preferred Shares of certain
rights, options or warrants to subscribe for or purchase Preferred Shares at a
price, or securities convertible into Preferred Shares with a conversion price,
less than the then-current market price of the Preferred Shares or (iii) upon
the distribution to holders of the Preferred Shares of evidences of indebtedness
or assets (excluding regular periodic cash dividends or
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dividends payable in Preferred Shares) or of subscription rights or warrants
(other than those referred to above).
Preferred Shares purchasable upon exercise of the Rights will not be
redeemable. Each Preferred Share will be entitled to an aggregate dividend of
10,000 times the dividend declared per Common Share. In the event of
liquidation, the holders of the Preferred Shares will be entitled to an
aggregate payment of 10,000 times the payment made per Common Share. Each
Preferred Share will have 10,000 votes, voting together with the Common Shares.
In the event of any consolidation, merger, combination or other transaction in
which Common Shares are exchanged for or changed into other stock or securities,
cash and/or other property, each Preferred Share will be entitled to receive
10,000 times the amount received per Common Share. The foregoing dividend and
liquidation rights of the Preferred Shares are protected against dilution in the
event additional Common Shares are issued pursuant to a stock split, stock
dividend or similar recapitalization.
Because of the nature of the dividend, liquidation and voting rights of
the Preferred Shares, the value of one ten-thousandth of a Preferred Share
purchasable upon exercise of each Right should approximate the value of one
Common Share.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Preferred Shares will be issued (other than
fractions which are integral multiples of one ten-thousandth of a Preferred
Share, which may, at the election of the Company, be evidenced by depositary
receipts) and in lieu thereof, an adjustment in cash will be made based on the
market price of the Preferred Shares on the last trading day prior to the date
of exercise.
At any time prior to a person or group becoming an Acquiring Person,
the Board of Directors of the Company may redeem all, but not less than all, of
the Rights at a price of $.01 per Right (the "Redemption Price"). The redemption
of the Rights may be made effective at such time, on such basis and with such
conditions as the Board of Directors in its sole discretion may establish.
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.
Any of the provisions of the Rights may be amended by the Board of
Directors of the Company in order to cure any ambiguity or to make any other
changes which the Board deems necessary or desirable. However, after a person or
group becomes an Acquiring Person, any such amendment must not adversely affect
the interests of holders of Rights (excluding the interests of any Acquiring
Person).
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.
The Rights have certain anti-takeover effects. The Rights should not,
however, interfere with any merger or business combination approved by the
Company's Board of Directors because the Rights may be redeemed by the Company
at the Redemption Price prior to the time
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that a person or group has acquired beneficial ownership of 15% or more of the
Common Shares. However, by causing substantial dilution to a person or group
that attempts to acquire the Company on terms not approved by the Company's
Board of Directors, the Rights may interfere with certain acquisitions,
including acquisitions that may offer a premium over market price to some or all
of the Company's stockholders. The Company's Board of Directors has stated that
the Rights are not intended to prevent an acquisition of the Company on terms
that are favorable and fair to all the Company's stockholders.
As of October 28, 1998, there were 12,564,638 Common Shares
outstanding. Each outstanding Common Share on November 11, 1998 will have one
Right attached thereto. Until the Distribution Date, the Company will issue one
Right with each Common Share that shall become outstanding so that all such
shares will have attached Rights. 2,500 Preferred Shares are initially reserved
for issuance upon exercise of the Rights.
Item 2. Exhibits.
Exhibit
Number Description of Document
1 Rights Agreement dated as of October 28, 1998 between
Nanophase Technologies Corporation and LaSalle National Bank
which includes as Exhibit A the Form of Certificate of
Designations, as Exhibit B the Form of Rights Certificate and
as Exhibit C the Summary of Rights to Purchase Preferred
Stock. Pursuant to the Rights Agreement, Rights Certificates
will not be mailed until after the Distribution Date.
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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, thereunto duly authorized.
NANOPHASE TECHNOLOGIES CORPORATION
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(Registrant)
Dated: October 29, 1998 By: /s/ ROBERT W. CROSS
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Robert W. Cross
President and Chief Executive Officer
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Index to Exhibits
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Exhibit No. Exhibit
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1 Rights Agreement dated as of October 28, 1998 between
Nanophase Technologies Corporation and LaSalle National
Bank, which includes as Exhibit A the Form of Certificate
of Designations, as Exhibit B the Form of Rights
Certificate and as Exhibit C the Summary of Rights to
Purchase Preferred Stock. Pursuant to the Rights
Agreement, Rights Certificates will not be mailed until
after the Distribution Date.