UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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AMENDMENT NO. 1 TO
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g)
OF THE SECURITIES EXCHANGE ACT OF 1934
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HARVEST NATURAL RESOURCES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 77-0196707
(State of incorporation or organization) (I.R.S. Employer Identification No.)
15835 PARK TEN PLACE DRIVE, SUITE 115
HOUSTON, TEXAS 77084
(Address of principal executive offices, including zip code)
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:
Title of class
PREFERRED SHARE 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. [X]
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Item 1. Description of Registrant's Securities to be Registered.
On April 28, 1995, the Board of Directors of Harvest Natural Resources,
Inc. (the "Company") declared a dividend distribution of one preferred share
purchase right (the "Right") for each outstanding share of common stock, $.01
par value, of the Company (the "Common Shares") to shareholders of record as of
the close of business on May 19, 1995 (the "Record Date"). The Board of
Directors of the Company further declared that one Right be distributed with
each Common Share issued after the Record Date but prior to the Distribution
Date (as defined below) or the earlier expiration, exchange, redemption or
termination of the Rights. On September 16, 2003, the Board of Directors of the
Company approved an amendment and restatement of the rights agreement governing
the Rights (the "Amended and Restated Rights Agreement"). Under the Amended and
Restated Rights Agreement, and except as set forth below, each Right entitles
the registered holder to purchase from the Company one one-hundredth of a share
of Series B Preferred Stock, $.01 par value, of the Company (the "Preferred
Shares") at a price of $30 per one one-hundredth of a Preferred Share (the
"Purchase Price"), subject to adjustment. The description and terms of the
Rights are set forth in the Amended and Restated Rights Agreement, between the
Company and Wells Fargo Bank Minnesota, N. A., as Rights Agent (the "Rights
Agent").
Initially, the Rights will be attached to the Common Shares then
outstanding, and no separate certificates evidencing the rights ("Rights
Certificates") will be issued. The Rights will separate from the Common Shares,
Rights Certificates will be issued and the Rights will become exercisable upon
the earlier to occur of (i) 10 days following the first date (the "Shares
Acquisition Date") of 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% of more of the outstanding Common
Shares of the Company or (ii) 10 business days (or such later date as may be
determined by action of the Board of Directors prior to such time as any person
or group becomes an Acquired Person) following the commencement or announcement
of an intention to make a tender offer or exchange offer for Common Shares of
the Company the consummation of which would result in the beneficial ownership
by a person or group of affiliated or associated persons of 15% or more of such
outstanding Common Shares (the earlier of such dates being referred to as the
"Distribution Date"). However, a person or group of affiliated or associated
persons who acquires the beneficial ownership of 15% or more of the Common
Shares then outstanding either (i) by reason of share purchases by the Company
reducing the number of Common Shares outstanding (provided such person or group
does not acquire additional Common Shares), or (ii) inadvertently, if such
person or group notifies the Board of Directors of such inadvertent purchase
within five business days and within two business days after such notice divests
itself of enough Common Shares so as to no longer to have the beneficial
ownership of 15% of the outstanding Common Shares, will not be an Acquiring
Person.
Until the Distribution Date, the Rights will be evidenced, with respect
to any of the Common Share certificates outstanding on or after the Record Date,
by such Common Share certificates with a copy of this Summary of Rights attached
thereto. The Amended and Restated Rights Agreement provides that, until the
Distribution Date, the Rights will be transferred with and only with the Common
Shares. Until the Distribution Date (or earlier redemption, exchange, expiration
or termination of the Rights), new Common Share certificates issued after the
Record Date upon transfer or new issuance of the Common Shares will contain a
notation incorporating the Amended and Restated Rights Agreement by reference.
Until the Distribution Date (or earlier
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redemption, exchange, expiration or termination of the Rights), the surrender
for transfer of any certificates for Common Shares outstanding on or after the
Record Date, even without such notation or a copy of this Summary of Rights
being attached thereto, 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 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.
The Rights are not exercisable until the Distribution Date. The Rights
will expire at the close of business on April 28, 2005, unless earlier redeemed,
exchanged or terminated as provided below.
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
or warrants to subscribe for Preferred Shares, certain convertible securities or
securities having the same or more favorable rights, privileges and preferences
to the Preferred Shares at less than the 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
out of earnings or retained earnings or dividends payable in Preferred Shares)
or of subscription rights or warrants (other than those referred to above).
In the event that a Person becomes an Acquiring Person (other than
pursuant to a tender offer or exchange offer for all outstanding Common Shares
at a price and on terms determined by at least a majority of the members of the
Company's Board of Directors who are not officers of the Company and are not
Acquiring Persons or affiliates or associates thereof to be both adequate and
otherwise in the best interests of the Company and its shareholders (a
"Permitted Offer")), then proper provision will be made so that each holder of a
Right (other than Rights beneficially owned by an Acquiring Person or affiliates
or associates thereof) will thereafter have the right to receive, upon exercise,
that number of Common Shares of the Company having a market value of two times
the exercise price of the Right. In the event that the Company does not have a
sufficient number of Common Shares available, the Company may, among other
things, instead substitute cash, assets or other securities for the Common
Shares into which the Rights would have otherwise been exercisable.
In the event that, after the Shares Acquisition Date, the Company
consolidates or merges with another entity (whether or not the Company is the
surviving corporation) or the Company sells or otherwise transfers 50% or more
of its consolidated assets or earnings power, proper provision will be made so
that each holder of a Right (other than Rights beneficially owned by an
Acquiring Person or affiliates or associates thereof) will thereafter have the
right to receive, upon exercise, that number of Common Shares of either the
Company, in the event that the Company is the surviving corporation of a merger
or consolidation, or of the acquiring company (or, in the event there is more
than one acquiring company, the acquiring company receiving the greatest portion
of the assets or earning power transferred), which at the time of such
transaction would have a market value of two times the exercise price of the
Right (unless the transaction satisfies certain conditions, and is consummated
with a person pursuant to a Permitted Offer, in which case the Rights will
terminate).
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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 one-hundredth 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 date prior to the date
of exercise.
At any time prior to the earliest to occur of: (i) the tenth day
following the Shares Acquisition Date or (ii) the Expiration Date, the Company
may redeem the Rights in whole, but not in part, at a price of $.01 per Right
(the "Redemption Price"). Immediately upon the action of the Board of Directors
of the Company ordering 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.
Subject to applicable law, the Board of Directors, at its option, may,
at any time after a person or group becomes an Acquiring Person but prior to the
acquisition by such person or group of 50% or more of the outstanding Common
Shares, exchange all or part of the then outstanding Rights (other than Rights
beneficially owned by an Acquiring Person or affiliates or associates thereof)
for Common Shares at an exchange ratio of one Common Share per Right, subject to
adjustment.
The Preferred Shares purchasable upon exercise of the Rights will not
be redeemable and will be, in ranking as to dividend and liquidation
preferences, senior to the Common Shares. but junior to any other series of
preferred stock the Company may issue (unless otherwise provided in the terms of
such preferred stock). Each Preferred Share will have a preferential quarterly
dividend in an amount equal to 100 times the dividend declared on each Common
Share but in no event less than $10.00. In the event of liquidation, the holders
of Preferred Shares will be entitled to a preferred liquidation payment equal to
the greater of $100.00 or 100 times the payment made per each Common Share. Each
Preferred Share will have 100 votes, voting together with the Common Shares. In
the event of any merger, consolidation or other transaction in which Common
Shares are exchanged, each Preferred Share will be entitled to receive 100 times
the amount and type of consideration received per Common Share. The rights of
the Preferred Shares as to dividends, liquidation and voting, and in the event
of mergers and consolidations, are protected by customary antidilution
provisions. Fractional Preferred Shares will be issuable; however, the Company
may elect to distribute depositary receipts in lieu of such fractional shares.
In lieu of fractional shares (other than fractions that are multiples of one
one-hundredth of a share), an adjustment in cash will be made based on the
market price of the Preferred Shares on the last trading date prior to the date
of exercise.
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.
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 at any time to cure any
ambiguity or to correct or supplement any defective or inconsistent provisions
and may, prior to the Distribution Date, be amended to change or supplement any
other provision in any manner that the Company may deem necessary or desirable.
After the Distribution Date, the terms of the Rights may be amended (other than
to cure ambiguities or to correct or supplement defective or inconsistent
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provisions) only so long as the amendment does not adversely affect the
interests of the holders of the Rights (other than the Acquiring Person).
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
without conditioning the offer on a substantial number of Rights being acquired.
The Rights should not interfere with any merger or other business combination
approved by the Board of Directors of the Company because the Board of Directors
may, at its option, at any time prior to ten days after the Shares Acquisition
Date, redeem all but not less than all the then outstanding Rights at the
Redemption Price.
The foregoing description of the Rights is qualified in its entirety by
reference to the Amended and Restated Rights Agreement, dated as of September
16, 2003, between the Company and the Rights Agent, specifying the terms of the
Rights, which is attached hereto as Exhibit 5 and incorporated herein by
reference.
Item 2. Exhibits.
1. Certificate of Incorporation filed September 9, 1988 (Incorporated by
reference to Exhibit 3.1 to our Registration Statement (Registration No.
33-26333)).
2. Amendment to Certificate of Incorporation filed June 7, 1991 (Previously
filed as an exhibit to our S-1 Registration Statement (Registration No.
33-39214)).
3. Amendment to Certificate of Incorporation filed May 20, 2002 (Incorporated
by reference to Exhibit 3.1(i) to our Form 10-Q for the quarter ended June
30, 2002)
4. Amended and Restated Bylaws (filed herewith).
5. Amended and Restated Rights Agreement, dated as of September 16, 2003,
between Harvest Natural Resources, Inc. and Wells Fargo Bank Minnesota,
N.A., including the Certificate of Designation, Rights and Preferences of
the Series B Preferred Stock, the form of Rights Certificate (and forms of
assignment and election to purchase relating thereto) and the Summary of
Rights attached thereto as Exhibits A, B and C, respectively (filed
herewith).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
HARVEST NATURAL RESOURCES, INC.
Date: October 24, 2003 By: /s/ Kerry R. Brittain
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Name: Kerry R. Brittain
Title: Senior Vice President, General
Counsel & Corporate Secretary
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INDEX TO EXHIBITS
1. Certificate of Incorporation filed September 9, 1988 (Incorporated by
reference to Exhibit 3.1 to our Registration Statement (Registration No.
33-26333)).
2. Amendment to Certificate of Incorporation filed June 7, 1991 (Previously
filed as an exhibit to our S-1 Registration Statement (Registration No.
33-39214)).
3. Amendment to Certificate of Incorporation filed May 20, 2002 (Incorporated
by reference to Exhibit 3.1(i) to our Form 10-Q for the quarter ended June
30, 2002)
4. Amended and Restated Bylaws (filed herewith).
5. Amended and Restated Rights Agreement, dated as of September 16, 2003,
between Harvest Natural Resources, Inc. and Wells Fargo Bank Minnesota,
N.A., including the Certificate of Designation, Rights and Preferences of
the Series B Preferred Stock, the form of Rights Certificate (and forms of
assignment and election to purchase relating thereto) and the Summary of
Rights attached thereto as Exhibits A, B and C, respectively (filed
herewith).
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