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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 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
EGL, INC.
(Exact name of registrant as specified in its charter)
TEXAS 76-0094895
(State of incorporation or organization) (I.R.S. Employer I.D. No.)
15350 VICKERY DRIVE
HOUSTON, TEXAS 77032
(Address of principal executive offices) (Zip Code)
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
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), 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), check the following box. [X]
Securities Act registration statement file number to which this form
relates: not applicable.
Securities to be registered pursuant to Section 12(g) of the Act:
RIGHTS TO PURCHASE PREFERRED STOCK
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On May 23, 2001, the Board of Directors of EGL, Inc. (the "Company")
declared a dividend of one right ("Right") for each outstanding share of the
Company's Common Stock, par value $.001 per share ("Common Stock"), to
shareholders of record at the close of business on June 4, 2001. Each Right
entitles the registered holder to purchase from the Company a unit consisting of
one one-thousandth of a share (a "Fractional Share") of Series A Junior
Participating Preferred Stock,par value $.001 per share (the "Preferred Stock"),
at a purchase price of $120 per Fractional Share, subject to adjustment (the
"Purchase Price"). The description and terms of the Rights are set forth in a
Rights Agreement dated as of May 23, 2001 as it may from time to time be
supplemented or amended (the "Rights Agreement") between the Company and
Computershare Investor Services, L.L.C., as Rights Agent.
Initially, the Rights will be attached to all certificates representing
outstanding shares of Common Stock, and no separate certificates for the Rights
("Rights Certificates") will be distributed. The Rights will separate from the
Common Stock and a "Distribution Date" will occur, with certain exceptions, upon
the earlier of (i) ten 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 date of the announcement being the
"Stock Acquisition Date"), or (ii) ten business days following the commencement
of a tender offer or exchange offer that would result in a person's becoming an
Acquiring Person. James R. Crane will not become an Acquiring Person, unless and
until he and his affiliates and associates become the beneficial owner of 49% or
more of the Common Stock. In certain circumstances, the Distribution Date may be
deferred by the Board of Directors. Certain inadvertent acquisitions will not
result in a person's becoming an Acquiring Person if the person promptly divests
itself of sufficient Common Stock. If at the time of the adoption of the Rights
Agreement, any person or group of affiliated or associated persons is the
beneficial owner of a number of shares that would otherwise cause such person or
group to be an Acquiring Person, such person shall not become an Acquiring
Person unless and until certain increases in such person's beneficial ownership
occur or are deemed to occur. Until the Distribution Date, (a) the Rights will
be evidenced by the Common Stock certificates (together with a copy of a Summary
of Rights or bearing the notation referred to below) and will be transferred
with and only with such Common Stock certificates, (b) new Common Stock
certificates issued after June 4, 2001 will contain a notation incorporating the
Rights Agreement by reference and (c) the surrender for transfer of any
certificate for Common Stock (with or without a copy of a Summary of Rights)
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 June 4, 2011, 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 Common Stock as of the close of business
on the Distribution Date and, from and after the Distribution Date, the separate
Rights Certificates alone will represent the Rights. All shares of Common Stock
issued prior to the Distribution Date will be issued with Rights. Shares of
Common Stock issued after the Distribution Date in connection with certain
employee benefit
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plans or upon conversion of certain securities will be issued with Rights.
Except as otherwise determined by the Board of Directors, no other shares of
Common Stock issued after the Distribution Date will be issued with Rights.
In the event (a "Flip-In Event") that a person becomes an Acquiring Person
(except pursuant to a tender or exchange offer for all outstanding shares of
Common Stock at a price and on terms that a majority of the independent
directors of the Company determines, at the times the Rights are redeemable, to
be fair to and otherwise in the best interests of the Company and its
shareholders (a "Permitted Offer")), each holder of a Right will thereafter have
the right to receive, upon exercise of such Right, a number of shares of Common
Stock (or, in certain circumstances, cash, property or other securities of the
Company) having a Current Market Price (as defined in the Rights Agreement)
equal to two times the exercise price of the Right. Notwithstanding the
foregoing, following the occurrence of any Triggering Event, all Rights that
are, or (under certain circumstances specified in the Rights Agreement) were,
beneficially owned by or transferred to an Acquiring Person (or by certain
related parties) will be null and void in the circumstances set forth in the
Rights Agreement. However, Rights are not exercisable following the occurrence
of any Flip-In Event until such time as the Rights are no longer redeemable by
the Company as set forth below.
In the event (a "Flip-Over Event") that, at any time from and after the
time an Acquiring Person becomes such, (i) the Company is acquired in a merger
or other business combination transaction (other than certain mergers that
follow a Permitted Offer), 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 that are voided as set forth above) shall thereafter have the right to
receive, upon exercise, a number of shares of common stock of the acquiring
company having a Current Market Price equal to two times the exercise price of
the Right. Flip-In Events and Flip-Over Events are collectively referred to as
"Triggering Events."
The number of outstanding Rights associated with a share of Common Stock,
or the number of Fractional Shares of Preferred Stock issuable upon exercise of
a Right and the Purchase Price, are subject to adjustment in the event of a
stock dividend on, or a subdivision, combination or reclassification of, the
Common Stock occurring prior to the Distribution Date. The Purchase Price
payable, and the number of Fractional Shares of Preferred Stock or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution in the event of certain
transactions affecting the Preferred Stock.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price. No fractional shares of Preferred Stock that are not integral multiples
of a Fractional Share are required to be issued upon exercise of Rights and, in
lieu thereof, an adjustment in cash may be made based on the market price of the
Preferred Stock on the last trading date prior to the date of exercise. Pursuant
to the Rights Agreement, the Company reserves the right to require prior to the
occurrence of a Triggering Event that, upon any exercise of Rights, a number of
Rights be exercised so that only whole shares of Preferred Stock will be issued.
At any time until ten days following the first date of public announcement
of the occurrence of a Flip-In Event, the Company may redeem the Rights in
whole, but not in part, at a
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price of $0.01 per Right, payable, at the option of the Company, in cash, shares
of Common Stock or such other consideration as the Board of Directors may
determine. After a person becomes an Acquiring Person, the right of redemption
is subject to certain limitations in the Rights Agreement. Immediately upon the
effectiveness of 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 $0.01 redemption price. The Rights Plan does not prevent
a shareholder from conducting a proxy contest to remove and replace the Board
with directors who then vote to redeem the Rights, if such actions are taken
prior to the time that such shareholder becomes an Acquiring Person.
At any time after the occurrence of a Flip-In Event and prior to a
person's becoming the beneficial owner of 50% or more of the shares of Common
Stock then outstanding or the occurrence of a Flip-Over Event, the Company (if
the Rights are then redeemable) may exchange the Rights (other than Rights owned
by an Acquiring Person or an affiliate or an associate of an Acquiring Person,
which will have become void), in whole or in part, at an exchange ratio of one
share of Common Stock, and/or other equity securities deemed to have the same
value as one share of Common Stock, per Right, subject to adjustment.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.
Other than the redemption price, any of the provisions of the Rights
Agreement may be amended by the Board of Directors of the Company as long as the
Rights are redeemable. Thereafter, the provisions of the Rights Agreement other
than the redemption price may be amended by the Board of Directors in order to
cure any ambiguity, defect or inconsistency, to make changes that do not
materially adversely affect the interests of holders of Rights (excluding the
interests of any Acquiring Person), or to shorten or lengthen any time period
under the Rights Agreement; provided, however, that no amendment to lengthen the
time period governing redemption shall be made at such time as the Rights are
not redeemable.
A copy of the Rights Agreement is available free of charge from the
Company. A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an exhibit to this Registration Statement on Form 8-A.
This summary description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement, which is
incorporated herein by reference.
ITEM 2. EXHIBITS.
1. Rights Agreement dated as of May 23, 2001 between EGL, Inc. and
Computershare Investor Services, L.L.C., as Rights Agent, which
includes as Exhibit A the form of Rights Certificate and as Exhibit B
the Summary of Rights to Purchase Common Stock. (Incorporated by
reference to Exhibit 1 to the Company's Current Report on Form 8-K
dated May 23, 2001 (File No. 000-27288).) Pursuant to the Rights
Agreement, Rights Certificates will not be mailed until after the
Distribution Date (as defined in the Rights Agreement).
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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, thereto duly authorized.
EGL, INC.
Date: May 23, 2001 By: /s/ Elijio V. Serrano
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Name: Elijio V. Serrano
Title: Chief Financial Officer
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