UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) June 11, 2003
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Mobility Electronics, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-30907 86-0843914
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
17800 North Perimeter Drive, Suite 200
Scottsdale, AZ 85225
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (480) 596-0061
ITEM 5. OTHER EVENTS.
On June 11, 2003, the board of directors (the "Board") of Mobility
Electronics, Inc. (the "Company") declared a dividend of one right (each, a
"Right") for each outstanding share of the Company's common stock, par value
$0.01 per share (the "Common Stock"), to stockholders of record on June 23,
2003. Each Right entitles the registered holder to purchase from the Company one
unit consisting of one one-thousandth of a share of our Series G Junior
Participating Preferred Stock, par value $0.01 per share (the "Series G Stock"),
at a purchase price of $38.00 per unit (the "Purchase Price"), subject to
adjustment. The description and terms of the Rights are set forth in a Rights
Agreement dated as of June 11, 2003, by and between the Company and
Computershare Trust Company, as Rights Agent (the "Rights Agreement").
Until the earlier to occur of (a) the close of business on the tenth
day after a public announcement that a person or group of affiliated or
associated persons has acquired beneficial ownership of 15% or more of the
outstanding Common Stock or (b) 10 business days (or such later date as may be
determined by action of the Board before 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 bidder's
beneficial ownership of 15% or more of the outstanding Common Stock (the earlier
of such dates being called the "Distribution Date"), the rights will be
evidenced by Common Stock certificates.
The Rights Agreement provides that, until the Distribution Date, the
rights will be transferred with and only with the Common Stock. Until the
Distribution Date (or earlier redemption or expiration of the rights), new
Common Stock certificates issued after the record date, upon transfer or new
issuance of Common Stock will contain a notation 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 of
Common Stock will also constitute the transfer of the Rights associated with the
Common Stock represented by such certificate. As soon as practicable following
the Distribution Date, separate certificates evidencing the rights will be
mailed to holders of record of Common Stock as of the close of business on the
Distribution Date and such separate 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 June 23, 2013 unless the final
expiration date is extended or we redeem or exchange the rights.
The Purchase Price payable, and the number of units of Series G Stock
or other securities or property issuable, upon exercise of the rights are
subject to adjustment from time to time to prevent dilution (a) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Series G Stock, (b) upon the grant to holders of the units of Series G Stock of
certain rights or warrants to subscribe for or purchase units of Series G Stock
at a price, or securities convertible into units of Series G Stock with a
conversion price, less than the then current market price of the units of Series
G Stock or (c) upon the distribution to holders of the units of Series G Stock
of evidences of indebtedness or assets (excluding regular periodic cash
dividends paid out of earnings or retained earnings or dividends payable in
units of Series G Stock) or of subscription rights or warrants.
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The number of outstanding rights and the number of units of Series G
Stock issuable upon exercise of each right are also subject to adjustment for
splits of our Common Stock or a stock dividend on the Common Stock payable in
Common Stock or subdivisions, consolidations or combinations of the Common Stock
occurring, in any such case, prior to the distribution date.
The Series G Stock purchasable upon exercise of the rights will not be
redeemable. Each share of Series G Stock will be entitled to an aggregate
dividend of 1,000 times the dividend declared per share of Common Stock. In the
event of liquidation, each holder of Series G Stock will be entitled to a
minimum preferential payment of $1,000 per share, but will be entitled to an
aggregate payment of 1,000 times the payment made per share of Common Stock.
Each share of Series G Stock will have 1,000 votes, voting together with the
Common Stock. Finally, in the event of any merger, consolidation or other
transaction in which shares of Common Stock are exchanged, each share of Series
G Stock will be entitled to receive 1,000 times the amount received per share of
Common Stock. These rights are protected by customary anti-dilution provisions.
If any person or group of affiliated or associated persons becomes
(subject to certain exceptions) the beneficial owner of 15% or more of the
outstanding shares of Common Stock, provision will be made so that each holder
of a Right, other than Rights beneficially owned by the acquiring person (which
will be unexerciseable), will have the right to receive upon exercise that
number of shares of Common Stock (or, at discretion of the Board, Units or cash,
other securities or property) having a value of two times the exercise price of
the Right.
If, after the Rights become exercisable, we are acquired in a merger or
other business combination transaction with an acquiring person or one of its
affiliates, or 50% or more of its consolidated assets or earning power are sold
to an acquiring person or one of its affiliates, provision will be made so that
each holder of a Right will have the right to receive, upon exercise at the then
current exercise price of the Right, that number of shares of common stock of
the acquiring company which at the time of such transaction has a value of two
times the exercise price of the Right.
At any time after the acquisition by a person or group of affiliated or
associated persons of beneficial ownership of 15% or more of the outstanding
shares of Common Stock and prior to the acquisition by such person or group of
50% or more of the outstanding Common Stock, the Board may exchange the Rights
(other than Rights owned by that person or group which will not be exercisable),
in whole or in part, for shares of Common Stock at a per Right exchange ratio
equal to that number obtained by dividing the Purchase Price by the then current
per share market price per share of Common Stock on the earlier of (a) the date
on which any person becomes an acquiring person and (b) the date on which a
tender or exchange offer is announced that would result in the bidder's
beneficial ownership of 15% or more of the shares of Common Stock then
outstanding, subject to adjustment.
At any time on or prior to the earlier of (i) the close of business on
the tenth day after a public announcement that a person or group has acquired
beneficial ownership of 15% or more of the Common Stock or (ii) the tenth
business day after a person commences, or announces its intention to commence, a
tender offer or exchange offer that would result in the bidder's beneficial
ownership of 15% or more of the shares of Common Stock, the Board may redeem the
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Rights in whole, but not in part, at a price of $0.01 per right. The redemption
of the Rights may be made effective at such time, on such basis and with such
conditions as the Board in its sole discretion may establish. Immediately upon
any redemption of the Rights, the Rights will no longer be exercisable and the
only right of the holders of rights will be to receive the redemption price. The
Rights are also redeemable under other circumstances as specified in the Rights
Agreement.
The terms of the Rights may be amended by the Board without the consent
of the holders of the Rights except that from and after such time that there is
an acquiring person no amendment may adversely affect the interests of the
holders of the Rights.
Until a Right is exercised, the holder of a Right will have no rights
by virtue of ownership 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 will cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Board, except pursuant to an offer conditioned on a
substantial number of Rights being acquired. The Rights should not interfere
with any merger or other business combination approved by the Board since the
Rights may be redeemed by the Company at the redemption price prior to the
occurrence of a distribution date.
The Rights Agreement specifying the terms of the Rights is attached as
an exhibit and is incorporated herein by reference. This description of the
Rights is qualified in its entirety by reference to that exhibit. The
Certificate of the Designations, Preferences, Rights and Limitations of Series G
Junior Participating Preferred Stock is attached as an exhibit. This description
of the Series G Stock is qualified in its entirety by reference to that exhibit.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
3.1 Certificate of Designation for Series G Junior Participating Preferred
Stock.
4.1 Rights Agreement, dated as of June 11, 2003, between the Company and
Computershare Trust Company, which includes the form of Certificate of
the Designations, Preferences, Rights and Limitations of Series G
Junior Participating Preferred Stock as Exhibit A, the form of Rights
Certificate as Exhibit B and the Summary of Rights to Purchase Series G
Junior Participating Preferred Stock as Exhibit C.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
MOBILITY ELECTRONICS, INC.
By: /s/ JOAN W. BRUBACHER
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Joan W. Brubacher,
Chief Financial Officer and
Executive Vice President
Date: June 18, 2003
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EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
3.1 Certificate of Designation for Series G Junior Participating
Preferred Stock.
4.1 Rights Agreement, dated as of June 11, 2003, between the
Company and Computershare Trust Company, which includes the
form of Certificate of the Designations, Preferences, Rights
and Limitations of Series G Junior Participating Preferred
Stock as Exhibit A, the form of Rights Certificate as Exhibit
B and the Summary of Rights to Purchase Series G Junior
Participating Preferred Stock as Exhibit C.
</Table>