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COMMISSION FILE NO. 000-22935
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
PEGASUS SYSTEMS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 75-2605174
(STATE OF INCORPORATION) (IRS EMPLOYER IDENTIFICATION NO.)
3811 TURTLE CREEK BOULEVARD, SUITE 1100, DALLAS, TEXAS 75219
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. [ ] box. [X]
Securities Act registration statement file number to which this form relates: N/A
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(If applicable)
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
NONE NONE
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
RIGHTS TO PURCHASE
SERIES A PREFERRED STOCK
(TITLE OF CLASS)
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ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
On September 28, 1998, the Board of Directors of Pegasus
Systems, Inc. (the "Company") declared a dividend distribution of one Right for
each outstanding share of the Company's common stock, $.01 par value (the
"Common Stock"), to stockholders of record at the close of business on October
13, 1998. This dividend distribution will be made on or about October 27, 1998.
Each Right entitles the registered holder to purchase from the Company one
one-thousandth (1/1,000) of a share of Series A Preferred Stock, $.01 par value
(the "Preferred Stock"), at a Purchase Price of $90.00 per one one-thousandth
(1/1,000) of a share, subject to adjustment. The description and terms of the
Rights are set forth in a Rights Agreement (the "Rights Agreement") between the
Company and American Securities Transfer & Trust, Inc., as Rights Agent (the
"Rights Agent").
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
upon the earlier of (i) ten (10) business days following 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
twenty percent (20%) or more of the outstanding shares of Common Stock (the
"Stock Acquisition Date"), or (ii) ten (10) business days (or such later date as
the Board of Directors determines) following the commencement of a tender or
exchange offer that would result in a person or group beneficially owning twenty
percent (20%) or more of such outstanding shares of Common Stock. The date the
Rights separate is referred to as the "Distribution Date."
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
October 13, 1998 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 certificates. Pursuant to the Rights
Agreement, the Company reserves the right to require prior to the occurrence of
a Triggering Event (as defined below) that, upon any exercise of Rights, a
number of Rights be exercised so that only whole shares of Preferred Stock will
be issued.
The Rights are not exercisable until the Distribution Date and
will expire at the close of business on October 13, 2008, 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 the Common Stock as of the close of
business on the Distribution Date and, thereafter, the separate Rights
Certificates will represent the Rights. Except in connection with shares of
Common Stock issued or sold pursuant to the exercise of stock options or under
any employee plan or arrangement, or upon the exercise, conversion or exchange
of securities hereafter issued by the Company, or as otherwise determined by the
Board of Directors, only shares of Common Stock issued prior to the Distribution
Date will be issued with Rights.
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In the event that (i) the Company is the surviving corporation
in a merger or other business combination with an Acquiring Person (or any
associate or affiliate thereof) and its Common Stock remains outstanding and
unchanged, (ii) any person acquires beneficial ownership of more than twenty
percent (20%) of the outstanding shares of Common Stock (except pursuant to (A)
certain consolidations or mergers involving the Company or sales or transfers of
the combined assets, cash flow or earning power of the Company and its
subsidiaries or (B) an offer for all outstanding shares of Common Stock at a
price and upon terms and conditions which a majority of the Board of Directors
determines to be in the best interests of the Company and its stockholders or
(iii) there occurs a reclassification of securities, a recapitalization of the
Company or any of certain business combinations or other transactions (other
than certain consolidations and mergers involving the Company and sales or
transfers of the combined assets, cash flow or earning power of the Company and
its subsidiaries) involving the Company or any of its subsidiaries which has the
effect of increasing by more than one percent (1%) the proportionate share of
any class of the outstanding equity securities of the Company or any of its
subsidiaries beneficially owned by an Acquiring Person (or any associate or
affiliate thereof), each holder of a Right (other than the Acquiring Person and
certain related parties) 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 value equal to two times the Purchase Price
of the Right. However, Rights are not exercisable following the occurrence of
any of the events described above until such time as the Rights are no longer
redeemable by the Company as described below. Notwithstanding any of the
foregoing, following the occurrence of any of the events described 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, at a Purchase Price of $90.00 per Right, each Right not
owned by an Acquiring Person (or by certain related parties or transferees
thereof) following an event set forth in the preceding paragraph would entitle
its holder to purchase $180.00 worth of Common Stock (or other consideration, as
noted above) for $90.00.
In the event that, at any time following the Stock Acquisition
Date, (i) the Company enters into a merger or other business combination
transaction in which the Company is not the surviving corporation, (ii) the
Company is the surviving corporation in a consolidation, merger or similar
transaction pursuant to which all or part of the outstanding shares of Common
Stock are changed into or exchanged for stock or other securities of any other
person or cash or any other property or (iii) more than fifty percent (50%) of
the combined assets, cash flow or earning power of the Company and its
subsidiaries is sold or transferred (in each case other than certain
consolidations with, mergers with and into, or sales of assets, cash flow or
earning power by or to subsidiaries of the Company as specified in the Rights
Agreement), each holder of a Right (except Rights which previously have been
voided as set forth above) will thereafter have the right to receive, upon
exercise, common stock of the acquiring company having a value equal to two
times the Purchase Price of the Right. The events described in this paragraph
and in the second preceding paragraph are referred to as the "Triggering
Events."
The Purchase Price payable, the number and kind of shares
covered by each Right and the number of Rights outstanding 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,
options
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or warrants to subscribe for Preferred Stock or securities convertible into
Preferred Stock 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, cash (excluding regular quarterly cash dividends), assets (other
than dividends payable in Preferred Stock) or subscription rights or warrants
(other than those referred to in clause (ii) immediately above).
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments amount to at least one percent
(1%) of the Purchase Price. No fractional shares of Preferred Stock are required
to be issued (other than fractions which are integral multiples of one
one-thousandth (1/1,000) of a share of Preferred Stock) and, in lieu thereof,
the Company may make an adjustment in cash based on the market price of the
Preferred Stock on the trading date immediately prior to the date of exercise.
At any time after any person or group becomes an Acquiring
Person and prior to the acquisition by such person or group of fifty percent
(50%) or more of the outstanding shares of Common Stock, the Board of Directors
of the Company may, without payment of the Purchase Price by the holder,
exchange the Rights (other than Rights owned by such person or group, which will
become void), in whole or in part, for shares of Common Stock at an exchange
ratio of one-half (1/2) the number of shares of Common Stock (or in certain
circumstances Preferred Stock) for which a Right is exercisable immediately
prior to the time of the Company's decision to exchange the Rights (subject to
adjustment).
At any time until ten (10) business days following the Stock
Acquisition Date, the Company may redeem the Rights in whole, but not in part,
at a price of $0.01 per Right (payable in cash, shares of Common Stock or other
consideration deemed appropriate by the Board of Directors). 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 $0.01 redemption price.
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. While the distribution of the Rights
will not be taxable to stockholders or to the Company, stockholders 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 an acquiring company as set forth above or in the
event that the Rights are redeemed.
Other than those 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;
provided, that any amendments after the Stock Acquisition Date must be approved
by a majority of the entire Board of Directors. After the Distribution Date, the
provisions of the Rights Agreement may be amended by the Board in order to cure
any ambiguity, inconsistency or defect, to make changes which do not adversely
affect the interest of holders of Rights (excluding the interest of any
Acquiring Person) or to shorten or lengthen any time period under the Rights
Agreement; provided, however, that no amendment to adjust the time period
governing redemption can be made at such time as the Rights are not
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redeemable; and, provided, that any amendments after the Stock Acquisition Date
must be approved by a majority of the entire Board of Directors.
A copy of the Rights Agreement specifying the terms of the Rights, the
form of Certificate of Designation, Preferences and Rights of Series A Preferred
Stock and the form of Rights Certificate are filed herewith as Exhibits and are
incorporated herein by reference. Copies of the Rights Agreement are also
available free of charge from the Rights Agent. The foregoing description of the
Rights does not purport to be complete and is qualified in its entirety by
reference to the Rights Agreement.
ITEM 2. EXHIBITS
1 Rights Agreement, dated as of September 28, 1998, by and between
Pegasus Systems, Inc. and American Securities Transfer & Trust, Inc.,
as Rights Agent, including exhibits thereto.
2 Form of Certificate of Designation, Preferences and Rights of Series A
Preferred Stock of Pegasus Systems, Inc. (attached as Exhibit 1 to the
Rights Agreement filed as Exhibit 1 hereto).
3 Form of Rights Certificate (attached as Exhibit 2 to the Rights
Agreement filed as Exhibit 1 hereto).
4 Form of Letter to Stockholders (attached as Exhibit 3 to the Rights
Agreement filed as Exhibit 1 hereto).
5 Press Release, dated September 28, 1998 (attached as Exhibit 4 to the
Rights Agreement filed as Exhibit 1 hereto).
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SIGNATURES
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, thereunto duly authorized.
PEGASUS SYSTEMS, INC.
October 9, 1998 By: /s/ JOHN F. DAVIS, III
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John F. Davis, III
Chief Executive Officer and President
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EXHIBIT INDEX
ITEM NO. DESCRIPTION
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1 Rights Agreement, dated as of September 28, 1998, by and between Pegasus
Systems, Inc. and American Securities Transfer & Trust, Inc., as Rights Agent,
including exhibits thereto.
2 Form of Certificate of Designation, Preferences and Rights of Series A
Preferred Stock of Pegasus Systems, Inc. (attached as Exhibit 1 to the
Rights Agreement filed as Exhibit 1 hereto).
3 Form of Rights Certificate (attached as Exhibit 2 to the Rights Agreement filed
as Exhibit 1 hereto).
4 Form of Letter to Stockholders (attached as Exhibit 3 to the Rights Agreement
filed as Exhibit 1 hereto).
5 Press Release, dated September 28, 1998 (attached as Exhibit 4 to the Rights
Agreement filed as Exhibit 1 hereto).
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