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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
KENT ELECTRONICS CORPORATION
(Exact name of registrant as specified in its charter)
TEXAS 74-1763591
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
1111 GILLINGHAM LANE
SUGAR LAND, TEXAS 77478
(Address of principal executive offices)
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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PREFERRED STOCK NEW YORK STOCK EXCHANGE, INC.
PURCHASE RIGHTS
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. [ ]
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:
NOT APPLICABLE
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On October 21, 1999, the Board of Directors of Kent Electronics
Corporation (the "Company") created one Right for each outstanding share of
Common Stock, without par value ("Common Stock"), of the Company and issued
such Rights to shareholders of record at the close of business on November 5,
1999 (the "Record Date"). Each Right entitles the registered holder to purchase
from the Company one one-hundredth of a share of Series A Preferred Stock, par
value $1.00 per share (the "Preferred Stock"), at a price of $100 per one
one-hundredth of a share (the "Purchase Price"), subject to adjustment. The
Purchase Price shall be paid in cash or by certified check, cashiers or
official bank check or bank draft payable to the order of the Company or the
Rights Agent. The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement") between the Company and Mellon Investor
Services LLC, formerly known as ChaseMellon Shareholder Services, L.L.C., as
Rights Agent (the "Rights Agent"). Capitalized terms that are not defined in
this summary have the meanings assigned to them in the Rights Agreement.
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) 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
(or such later date as may be determined by the Company's Board of Directors
before the Distribution Date occurs) following the commencement of a tender
offer or exchange offer that would result in a person's becoming an Acquiring
Person. Certain inadvertent acquisitions will not result in a person's becoming
an Acquiring Person if the person promptly divests itself of sufficient 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
November 5, 1999 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 after both the Original Rights
Agreement Expiration Date and the Distribution Date (regardless of whether the
Distribution Date occurs before or after the Original Rights Agreement
Expiration Date), and the Rights will expire at the Close of Business on the
tenth anniversary of the Record Date, unless earlier redeemed 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, thereafter, 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 plans or upon conversion of certain securities will be issued with
Rights, but the Company will
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have no obligation to issue Rights with respect to any other shares of Common
Stock issued after the Distribution Date.
In the event (a "Section 11(a)(ii) 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 the Board
determines 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, Common Stock (or, in certain
circumstances, cash, property or other securities of the Company) having a
Current Market Price equal to two times the exercise price of the Right.
Notwithstanding any of the foregoing, following the occurrence of the Section
11(a)(ii) Event, all Rights that are, or (under certain circumstances specified
in the Rights Agreement) were, beneficially owned by or transferred to any
Acquiring Person (or 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 the Section 11(a)(ii) Event until such
time as the Rights are no longer redeemable by the Company as set forth below.
For example, at an exercise price of $100 per Right, each Right not
owned by an Acquiring Person (or by certain related parties) following the
Section 11(a)(ii) Event would entitle its holder to purchase $200 worth of
Common Stock (or other consideration, as noted above) based upon its then
Current Market Price, for $100. Assuming that the Common Stock had a Current
Market Price of $20 per share at such time, the holder of each valid Right
would be entitled to purchase 10 shares of Common Stock for $100.
In the event (a "Section 13 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 or
earning power is sold or transferred, each holder of a Right (except Rights
that previously have been 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.
For example, at an exercise price of $100 per Right, each Right
following a Section 13 Event would entitle its holder to purchase $200 worth of
common stock of the acquiring company for $100. Assuming that the common stock
of the acquiring company had a per share value of $50 at such time, the holder
of each issued Right would be entitled to purchase four shares of the common
stock of the acquiring company for $100.
The Purchase Price payable, and the number of one one-hundredths of a
share 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 (i) in the event of a stock dividend on, or a subdivision, combination
or reclassification of, the Preferred Stock, (ii) if holders of the Preferred
Stock are granted certain rights or warrants to subscribe for Preferred Stock
or convertible securities at less than the Current Market Price of the
Preferred Stock, or (iii) upon the distribution to holders of the Preferred
Stock of evidences of indebtedness or assets (excluding regular quarterly cash
dividends) or of subscription rights or warrants (other than those referred to
above).
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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 will be issued upon the exercise
of any Rights (other than fractions which are integral multiples of one
one-hundredth of a share of Preferred Stock) and, in lieu thereof, an
adjustment in cash will be made based on the market price of the Preferred
Stock on the last trading date prior to the date of exercise.
The Company may redeem the Rights in whole, but not in part, at a
price of $.001 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 at any time prior to the earlier of (i) the Close of Business on
the tenth Business Day following the Stock Acquisition Date and (ii) the
Expiration Date. 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 $.001 redemption price.
At any time after the occurrence of a Section 11(a)(ii) Event and
prior to a person's becoming the beneficial owner of 50% or more of the shares
of Common Stock then outstanding, the Company 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 null and 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. While the distribution of the Rights
should not be taxable to the shareholders or to the Company, shareholders 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 or are
exchanged as provided in the preceding paragraph.
Other than certain provisions relating to the principal economic terms
of the Rights, any of the provisions of the Rights Agreement may be amended by
the Board of Directors of the Company prior to the Distribution Date. After the
Distribution Date, the provisions of the Rights Agreement may be amended by the
Board in order to cure any ambiguity, defect or inconsistency, to make changes
which do not materially adversely affect the interests of holders of Rights
(excluding the interests of any Acquiring Person); provided, however, that no
amendment to adjust the time period governing redemption shall be made at such
time as the Rights are not redeemable.
As of March 21, 2001, the Company entered into an Amended and Restated
Agreement and Plan of Merger (the "Merger Agreement") with Avnet, Inc., a New
York corporation ("Avnet"), under the terms of which the Company will be merged
with and into Avnet and the separate corporate existence of the Company will
thereupon cease (the "Merger"). Moreover, as of March 21, 2001, the Company
entered into an Amended and Restated Stock Option Agreement (the "Stock Option
Agreement") with Avnet, under the terms of which the Company has granted to
Avnet an option to acquire 2,863,474 shares of Common Stock.
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To facilitate the transactions contemplated by the Merger Agreement
and Stock Option Agreement, the Company entered into a First Amendment to
Rights Agreement effective as of March 21, 2001 (the "First Amendment"). Among
other things, the First Amendment provides that Avnet and Affiliates or
Associates of Avnet will not become an "Acquiring Person," and that no
"Distribution Date," "Section 11(a)(ii) Event," "Section 13 Event," "Stock
Acquisition Date" or "Triggering Event" (as such terms are defined in the
Rights Agreement) will occur as a result of: (A) the approval, execution,
delivery or performance by the Company and Avnet of the Merger Agreement or the
Stock Option Agreement, or (B) the consummation of the transactions
contemplated by the Merger Agreement (including the Merger) or the Stock Option
Agreement. The First Amendment is attached hereto as Exhibit 2 and is
incorporated herein by reference.
The foregoing descriptions of the Rights do not purport to be complete
and are qualified in their entirety by reference to the Exhibits hereto.
ITEM 2. EXHIBITS.
*Exhibit 1 Rights Agreement between Kent Electronics Corporation
and Mellon Investor Services LLC, formerly known as
ChaseMellon Shareholder Services, L.L.C., as Rights
Agent, dated as of October 21, 1999, which includes as
Exhibit A the Amended and Restated Certificate of
Designation, Preferences and Rights of Series A
Preferred Stock, as Exhibit B the form of Rights
Certificate and as Exhibit C the Summary of Rights to
Purchase Preferred Stock.
Exhibit 2 First Amendment to Rights Agreement between Kent
Electronics Corporation and Mellon Investor Services
LLC, as Rights Agent, effective as of March 21, 2001.
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*Previously filed
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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.
Date: May 14, 2001 KENT ELECTRONICS CORPORATION
By: /s/ Stephen J. Chapko
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Name: Stephen J. Chapko
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Title: Executive Vice President & CFO
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INDEX TO EXHIBITS
*Exhibit 1 Rights Agreement between Kent Electronics Corporation
and Mellon Investor Services LLC, formerly known as
ChaseMellon Shareholder Services, L.L.C., as Rights
Agent, dated as of October 21, 1999, which includes as
Exhibit A the Amended and Restated Certificate of
Designation, Preferences and Rights of Series A
Preferred Stock, as Exhibit B the form of Rights
Certificate and as Exhibit C the Summary of Rights to
Purchase Preferred Stock.
Exhibit 2 First Amendment to Rights Agreement between Kent
Electronics Corporation and Mellon Investor Services
LLC, as Rights Agent, effective as of March 21, 2001.
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*Previously filed
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