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FORM 8-A/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BASSETT FURNITURE INDUSTRIES, INCORPORATED
(Exact name of registrant as specified in its charter)
Virginia 54-0135270
(State of incorporation or (I.R.S. Employer Identification No.)
organization)
245 Main Street
Bassett, Virginia 24055
(Address of Principal (Zip Code)
Executive Offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on
to be so registered which each class is to be
registered
None None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $5.00
Par Value
(Title of Class)
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Amendment No. 1
The text of Item 1 - "Description of Registrant's Securities to be
Registered" incorporates a Shareholder Rights Agreement which was approved by
Registrant's Board of Directors at its meeting held June 23, 1998.
Item 1. Description of Registrant's Securities to be Registered.
The following description of Rights to Purchase Common Stock supplements
the description of Registrant's Common Stock found in the Company's Registration
Statement on Form 8-A dated March 22, 1965.
Summary of Rights to Purchase Common Stock
On June 23, 1998, the Board of Directors of Bassett Furniture Industries,
Incorporated, a Virginia corporation (the "Company"), declared a dividend of one
common stock purchase right (a "Right") for each outstanding share of common
stock, $5.00 par value (the "Common Stock"), of the Company. The distribution is
payable on July 6, 1998, to shareholders of record at the close of business on
that date.
Each Right will entitle the holder to purchase from the Company one
one-half of a share of the Company's Common Stock at an initial price of $60 per
one one-half of a share of Common Stock (the "Purchase Price"). The description
and terms of the Rights are set forth in the Rights Agreement dated as of June
23, 1998 (the "Rights Agreement"), between the Company and First Union National
Bank, as rights agent (the "Rights Agent").
The Rights are not exercisable, and are not transferable apart from the
Common Stock, until the "Distribution Date" which is the earlier of (i) the
tenth day after a public announcement that a Person (which term as used in this
summary means an individual or any business entity, other than the Company and
certain related entities) or group of affiliated or associated Persons has
acquired, or obtained the right to acquire, beneficial ownership of 20% or more
of the outstanding Common Stock, thereby becoming an "Acquiring Person," or (ii)
the tenth business day after the date of the commencement of, or first public
announcement of the intent of any Person to commence, a tender or exchange offer
the consummation of which would result in such Person becoming an Acquiring
Person.
After the Distribution Date, the Rights are exercisable and separately
transferable.
Before the Distribution Date, a holder of Common Stock will be the owner
of one Right for each share of Common Stock he holds, but the Rights will be
evidenced by one or more certificates (a "Rights Certificate" or the "Rights
Certificates") held by the Rights Agent. After the Distribution Date, separate
Rights Certificates will be mailed to holders of record of the Common Stock at
the close of business on the Distribution Date.
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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 will not
be taxable to shareholders or to the Company, shareholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable. The Purchase Price payable, and the number of shares of Common
Stock or other securities or property issuable upon exercise of the Rights, as
well as the number of Rights outstanding, are subject to adjustment from time to
time upon the occurrence of certain dilutive events.
Any additional shares of Common Stock issued before the Distribution Date
will also have Rights issued in respect thereof and shares of Common Stock
issued after the Distribution Date will be issued with Rights if such shares are
issued in respect of stock options, employee benefit plans or convertible
securities which were granted, established or issued before the Distribution
Date.
The Rights will expire at the close of business on June 23, 2008, unless
earlier exercised or redeemed by the Company.
No fractional shares of Common Stock will be issued when a Right is
exercised and, in lieu thereof, an adjustment in cash will be made based on the
market price of the Common Stock on the last trading date prior to the date of
exercise.
Each holder of a Right will have the right to receive, upon exercise of a
Right, Common Stock (or, in certain circumstances, cash, property or other
securities of the Company) having a value equal to two times the purchase price
for the Rights then in effect if a Person or group of affiliated or associated
Persons acquires beneficial ownership of 20% or more of the outstanding Common
Stock (which event is popularly termed a flip-in event). Notwithstanding the
foregoing, following the occurrence of the event set forth in this paragraph,
all Rights that are, or (under certain circumstances specified in the Rights
Agreement) were, beneficially owned by any Acquiring Person will be null and
void.
For example, if the Purchase Price is $60 per Right, each Right not owned
by an Acquiring Person (or certain related parties) following an event described
in the preceding paragraph would entitle its holder to purchase $120 worth of
Common Stock (or other securities or assets, as noted above) for $60. Assuming
that the Common Stock had a per share price of $30 at such time, the holder of
each valid Right would be entitled to purchase four shares of Common Stock for
$60.
Each holder of a Right will have the right to receive, upon exercise,
common stock (or equivalent securities) of the acquiring entity having a value
equal to two times the Purchase Price then in effect, if after it is announced
that a Person or group has become an Acquiring Person, (i) the Company is
acquired in a merger or other business combination transaction and is not the
surviving or continuing corporation, (ii) the Company is the surviving or
continuing corporation in a merger or other business combination and the Common
Stock is changed or
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exchanged for securities of another Person, (iii) the Company is party to a
statutory share exchange with any other Person after which the Company becomes a
Subsidiary of any other Person or (iv) 50% or more of the assets or earning
power of the Company is sold or transferred (each of which events is popularly
termed a flip-over event).
If the Company is not able to issue the Common Stock because of the
absence of any necessary regulatory approval, restrictions contained in the
Company's Articles of Incorporation or for any other reason, a person exercising
Rights will be entitled to receive a combination of cash or property or other
securities having a value equal to the value of the Common Stock which would
otherwise have been issued upon exercise of the Rights. For Rights exercised
before any Triggering Event occurs, the Company may defer issuance of the Common
Stock for up to 90 days to obtain any necessary regulatory approval. If unable
to obtain such approval, the Company may substitute cash, assets or other
property for the Common Stock which would otherwise have been issued in
accordance with the Rights Agreement.
At any time until ten days after the announcement that a Person or group
has become an Acquiring Person, the Company may redeem the Rights in whole, but
not in part, at a price of $.01 per Right, payable in cash or securities. Upon
certain circumstances set forth in the Rights Agreement, the decision to redeem
will require the concurrence of a majority of the Continuing Directors. When the
Board of Directors (with, where required, the concurrence of a majority of
Continuing Directors) orders a redemption of the Rights, the Rights will
terminate and the only right of the holders of Rights will be to receive the
redemption price. The Continuing Directors are (i) members of the Board who were
also directors on the earlier of the announcement that a Person or group has
become an Acquiring Person and the Distribution Date or (ii) directors elected
or nominated by a majority of the Continuing Directors in office on the date of
such election or nomination.
After a Person becomes an Acquiring Person and before the Acquiring Person
acquires 50% or more of the outstanding shares of Common Stock, the Company,
with the concurrence of a majority of Continuing Directors, may require a holder
to exchange all or any portion of his Rights for one share of Common Stock per
Right.
Certain provisions relating to the principal economic terms of the Rights
may not be amended at any time. Other provisions of the Rights Agreement may be
amended by the Board of Directors of the Company prior to the Distribution Date.
Thereafter these other provisions of the Rights Agreement may be amended by the
Board (under certain circumstances only with the concurrence of a majority of
the Continuing Directors) in order to cure any ambiguity, defect or
inconsistency, to make changes which do not 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 (including the
time period for redeeming the Rights); provided, however, that no amendment to
adjust the time period governing redemption may be made if the Rights are not
redeemable at the time of the amendment; and that the Board may not lengthen
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any other time period except for the purpose of protecting or clarifying the
rights of the Rights holders (excluding any Acquiring Person or its Affiliates
or Associates).
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 to Exhibit 1 filed with this Registration
Statement.
Item 2. Exhibits
1. Rights Agreement dated as of June 23, 1998 between Bassett
Furniture Industries, Incorporated and First Union National Bank,
including Exhibits A and B thereto.
2. Company's Restated Articles of Incorporation, as amended, filed with
the Commission as an Exhibit to the Company's Quarterly Report on
Form 10-Q for the fiscal quarter ended February 28, 1994 (File No.
0-209).
3. Company's Bylaws, as amended, filed with the Commission as an
Exhibit to Company's Annual Report on Form 10-K for the fiscal year
ended November 30, 1997 (File No. 0-209).
4. Form of Rights Certificate for rights attached to the Company's
Common Stock, filed as Exhibit A to the Rights Agreement filed with
the Commission as Exhibit 1 to this Registration Statement.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
BASSETT FURNITURE INDUSTRIES, INCORPORATED
(Registrant)
By: /s/ DOUGLAS W. MILLER
-------------------------------
Douglas W. Miller,
Vice President and Chief Financial Officer
Date: July 6, 1998
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INDEX TO EXHIBITS
*1. Rights Agreement dated as of June 23, 1998 between Bassett
Furniture Industries, Incorporated and First Union National Bank,
including Exhibits A and B thereto.
2. Company's Amended and Restated Articles of Incorporation, filed
with the Commission as an Exhibit to the Company's Quarterly Report
on Form 10-Q for the fiscal quarter ended February 28, 1994 (File
No. 0-209), are incorporated herein by reference.
3. Company's Bylaws, as amended, filed with the Commission as an
Exhibit to Company's Annual Report on Form 10-K for the fiscal year
ended November 30, 1997 (File No. 0-209), are incorporated herein
by reference.
4. Form of Rights Certificate for rights attached to the Company's
Common Stock, filed as Exhibit A to the Rights Agreement filed with
the Commission as Exhibit 1 to this Registration Statement, is
incorporated herein by reference.
* Filed herewith.
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