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FORM 8-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
SOURCE SERVICES CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 36-2690960
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(STATE OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER
IDENTIFICATION NO.)
5580 LBJ FREEWAY, SUITE 300, DALLAS, TX 75240
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
IF THIS FORM RELATES TO THE REGISTRATION OF A IF THIS FORM RELATES TO THE REGISTRATION OF A
CLASS OF DEBT SECURITIES AND IS EFFECTIVE CLASS OF DEBT SECURITIES AND IS TO BECOME
UPON FILING PURSUANT TO GENERAL INSTRUCTION EFFECTIVE SIMULTANEOUSLY WITH THE
A(C)(1) PLEASE CHECK THE FOLLOWING BOX. [ ] EFFECTIVENESS OF A CONCURRENT REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
PURSUANT TO GENERAL INSTRUCTION A(C)(2)
PLEASE CHECK THE FOLLOWING BOX. [ ]
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:
PREFERRED STOCK PURCHASE RIGHTS
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Item 1. Description of Registrant's Securities to be Registered.
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On May 28, 1997, the Board of Directors of Source Services Corporation
(the "Company") declared a dividend of one Right for each outstanding common
share (a "Right"), par value $.02 per share (the "Common Shares"), of the
Company. The dividend is payable on June 18, 1997 (the "Record Date") to the
stockholders of record on that date. Each Right entitles the registered holder
to purchase from the Company one one-hundredth of a share of Series A Junior
Participating Preferred Stock, par value $.01 per share (the "Preferred
Shares"), of the Company at a price of $90 per one one-hundredth of a Preferred
Share (the "Purchase Price"), subject to adjustment. The Purchase Price was
established by the Board of Directors after consultations with and
recommendations by its financial advisor. Customary factors considered by the
Board in determining the Purchase Price included, without limitation, implied
ranges of future stock prices for the Company based upon potential and
projected growth rates over a ten-year period, and exercise prices (as a
multiple of stock prices) set by other companies adopting similar rights plans.
The Purchase Price does not reflect the Board's view of the current value of
the Company.
The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement") between the Company and ChaseMellon
Shareholder Services L.L.C., as Rights Agent (the "Rights Agent").
Until the earlier of (i) the close of business on the tenth day after
the first public announcement that a person or group of affiliated or
associated persons have acquired beneficial ownership of 20% or more of the
outstanding Common Shares (an "Acquiring Person"), or (ii) the close of
business on the tenth day (or such later date as may be determined by action of
the Board of Directors prior to such time as 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
beneficial ownership by such person or group of 20% or more of such outstanding
Common Shares (the earlier of such dates being called the "Distribution Date"),
the Rights will be evidenced by the Common Share certificates, will be
transferable only by the transfer of the Common Shares associated with such
Rights and any transfer of the Common Shares (including a transfer to the
Company) will constitute a transfer of the Rights. As described below, after a
person or group becomes an Acquiring Person, the Rights may not be redeemed or
amended.
Until the Distribution Date (or earlier redemption or expiration of the
Rights), new Common Share certificates issued after the Record Date, upon
transfer or new issuance of Common Shares, will contain a legend 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 for Common Shares outstanding as of the Record Date, even without
such notation 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 certificates evidencing the Rights
("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.
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The Rights are not exercisable until the Distribution Date. The Rights
will expire on June 18, 2007 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are redeemed earlier by the
Company, in each case, as described below.
If a person or group of affiliated or associated persons becomes an
"Acquiring Person" by obtaining beneficial ownership of more than 20% of the
then outstanding Common Shares, each holder of a Right (other than those
described in the next sentence) will thereafter have the right to receive, upon
exercise, Common Shares (or, in certain circumstances, cash, property or other
securities of the Company) having a value equal to two times the Purchase Price
of the Right. All Rights that are, or (under certain circumstances specified
in the Rights Agreement) were, beneficially owned by any Acquiring Person will
be void.
At any time after the first date of public announcement by the Company
or an Acquiring Person than an Acquiring Person has become such (a "Shares
Acquisition Date"), if (i) the Company is the surviving corporation in a merger
with any other company or entity, (ii) the Company is acquired in a merger or
other business combination transaction, (iii) 50% or more of the Company's
consolidated assets or earning power are sold or (iv) an Acquiring Person
engages in certain "self-dealing" transactions with the Company, each holder of
an outstanding Right (other than those whose Rights have become void) will
thereafter have the right to receive, upon the exercise thereof at the then
current Purchase Price of the Right, that number of shares of common stock of
the surviving or acquiring company or the Acquiring Person, as the case may be,
which at the time of such transaction will have a market value of two times the
exercise price of such Right.
At any time after a person or group becomes an Acquiring Person and
prior to the acquisition by such person or group of 50% or more of the
outstanding Common Shares, the Board of Directors of the Company may exchange
the Rights (other than Rights owned by an Acquiring Person which have become
void), in whole or in part, without any additional payment, for Common Shares
at an exchange ratio of one Common Share (or of a share of a class or series of
the Company's preferred shares having equivalent rights, preferences and
privileges), per Right (subject to adjustment).
Rights surrendered for exercise must be accompanied by payment to the
Company of the then current exercise price by wire transfer, certified check,
cashier's check or money order. Some holders of Rights may find that the level
of the exercise price precludes them from exercising all or a portion of their
Rights. However, the Rights will be separately tradeable from and after the
Distribution Date, should such holders wish to transfer their Rights. There
can be no assurance that an active trading market for the Rights will develop.
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 or purchase Preferred Shares at a
price, or securities convertible into Preferred Shares with a conversion price,
less than the then-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 or
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dividends payable in Preferred Shares) or of subscription rights or warrants
(other than those referred to above).
Preferred Shares purchasable upon exercise of the Rights will not be
redeemable. Each Preferred Share will be entitled to an aggregate dividend of
100 times the dividend declared per Common Share. In the event of liquidation,
the holders of the Preferred Shares will be entitled to an aggregate payment of
100 times the payment made per Common Share. Each Preferred Share will have
100 votes, voting together with the Common Shares. In the event of any
consolidation, merger, combination or other transaction in which Common Shares
are exchanged for or changed into other stock or securities, cash and/or other
property, each Preferred Share will be entitled to receive 100 times the amount
received per Common Share. The foregoing dividend and liquidation rights of
the Preferred Shares are protected against dilution in the event additional
Common Shares are issued pursuant to a stock split, stock dividend or similar
recapitalization.
Because of the nature of the dividend, liquidation and voting rights of
the Preferred Shares, the value of one one-hundredth of a Preferred Share
purchasable upon exercise of each Right should approximate the value of one
Common Share.
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 day prior to the date
of exercise.
At any time prior to the Shares Acquisition Date, the Board of Directors
of the Company may redeem all, but not less than all, of the Rights at a price
of $.01 per Right (the "Redemption Price"). The redemption of the Rights may
be made effective at such time, on such basis and with such conditions as the
Board of Directors in its sole discretion may establish. Immediately upon any
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.
Any of the provisions of the Rights may be amended by the Board of
Directors of the Company prior to the Shares Acquisition Date. After the
Shares Acquisition Date, the provisions of the Rights Agreement may be amended
by the Board in order to cure any ambiguity or to make changes which do not
adversely affect the interests of holders of Rights (excluding the interests of
any Acquiring Person).
Until a Right is exercised, the holder thereof, as such, will have no
rights 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 should not
interfere with any merger or business combination approved by the Board of
Directors since the Rights may be redeemed by the Company at the Redemption
Price prior to the time that a person or group has acquired beneficial
ownership of 20% or more of the Common Shares. However, by causing
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substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Company's Board of Directors, the Rights may
interfere with certain acquisitions, including acquisitions that may offer a
premium over market price to some or all of the Company's stockholders. The
Board of Directors has stated that the Rights are not intended to prevent an
acquisition of the Company on terms that are favorable and fair to all
stockholders.
As of June 3, 1997, there were 9,134,828 Common Shares outstanding.
Each outstanding Common Share on June 18, 1997 will have one Right attached
thereto. Until the Distribution Date, the Company will issue one Right with
each Common Share that shall become outstanding so that all such shares will
have attached Rights. 200,000 Preferred Shares are initially reserved for
issuance upon exercise of the Rights.
Item 2. Exhibits.
Exhibit
Number Description of Document
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1 Rights Agreement dated as of May 30, 1997 between Source Services
Corporation and ChaseMellon Shareholder Services L.L.C., which
includes as Exhibit A the Form of Certificate of Designations, as
Exhibit B the Form of Rights Certificate and as Exhibit C the
Summary of Rights to Purchase Preferred Stock. Pursuant to the
Rights Agreement, Rights Certificates will not be mailed until
after the Distribution Date (as that term is 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, thereunto duly authorized.
SOURCE SERVICES CORPORATION
(Registrant)
Dated: June 5, 1997 By: /s/ D. LES WARD
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D. Les Ward
President and Chief Executive Officer
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Index to Exhibits
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Exhibit No. Exhibit Page No. *
1 Rights Agreement dated as of May 30, 1997 between Source
Services Corporation and ChaseMellon Shareholder Services
L.L.C., which includes as Exhibit A the Form of Certificate of
Designations, as Exhibit B the Form of Rights Certificate and as
Exhibit C the Summary of Rights to Purchase Preferred Stock.
Pursuant to the Rights Agreement, Rights Certificates will not
be mailed until after the Distribution Date (as that term is
defined in the Rights Agreement).
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* Only on manually signed copy.