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
THE FIRST YEARS INC.
-------------------------------
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-2149581
---------------------------------------- ---------------------------------
(State of incorporation or organization) (IRS Employer Identification No.)
ONE KIDDIE DRIVE, AVON, MA 02322-1171
-------------------------------------
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act: NONE
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------- ------------------------------
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), please check the following box. [X]
Securities Act registration statement file number to which this form
relates: 0-7024
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK PURCHASE RIGHTS
----------------------------
(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On November 19, 2001, The First Years Inc. (the "Company") declared a
dividend of one common stock purchase right (a "Right") for every outstanding
share of the Company's common stock, $0.10 par value per share (the "Common
Stock"). The Right will be distributed on or about November 30, 2001 to
shareholders of record as of the close of business on November 30, 2001 (the
"Dividend Record Date"). The terms of the Rights are set forth in a Common Stock
Rights Agreement (the "Rights Agreement") between the Company and EquiServe
Trust Company, N.A., as rights agent (the "Rights Agent"). The Rights Agreement
provides for the issuance of one Right for every share of Common Stock issued
and outstanding on the Dividend Record Date and for each share of Common Stock
which is issued after that date and prior to the Distribution Date (as defined
below).
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 and a
Distribution Date will occur upon the earlier of (i) 10 business days following
a public announcement or disclosure that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired beneficial ownership of
15% or more of the outstanding shares of Common Stock (the "Stock Acquisition
Date") or (ii) 10 business days following the commencement of a tender offer or
exchange offer that may result in a person, entity or group becoming an
Acquiring Person.
Until the Distribution Date (or earlier redemption or expiration of the
Rights), (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 the Record Date will contain a notation
incorporating the Rights Agreement by reference and (iii) the surrender for
transfer of any certificates for Common Stock outstanding, even without such
notation, will also constitute the transfer of the Rights associated with the
Common Stock represented by such certificate.
The Rights are not exercisable until the Distribution Date and will expire
at the close of business on November 19, 2006, unless earlier redeemed by the
Company as described below (such date upon which Rights are no longer
exercisable is hereinafter referred to as the "Expiration Date").
As soon as practicable after the Distribution Date, separate certificates
evidencing the Rights ("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, such separate Rights Certificates alone will represent the
Rights. Rights shall be issued in respect of all shares of Common Stock that are
issued (whether originally issued or from the Company's treasury) after the
Record Date but prior to the earlier of the Distribution Date or the Expiration
Date.
At any time following the Distribution Date, if (i) the Company is the
surviving corporation in a merger with an Acquiring Person and its Common Stock
is not changed or exchanged, (ii) a person, entity or group becomes an Acquiring
Person (except pursuant to an offer for all outstanding shares of Common Stock
which the Board determines to be fair to, and otherwise in the best interests
of, the Company and its shareholders), (iii) an Acquiring Person engages in one
or more "self-dealing" transactions as described in the Rights Agreement, or
(iv) during such time as there is an Acquiring Person, an event occurs which
results in such Acquiring Person's ownership interest being increased by more
than 1% (e.g., a reverse stock split), each holder of a Right will thereafter
have the right to acquire, upon exercise, that number of shares of Common Stock
(or, in certain circumstances, cash, property or other securities of the
Company) having a market value of two times the exercise price of the Right.
However, Rights are not exercisable following the occurrence of any of the
events set forth 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 set forth in this paragraph, all Rights that
are, or under certain circumstances specified in the Rights Agreement were,
beneficially owned
2
by an Acquiring Person will be null and void. The events set forth in this
paragraph are referred to as "Section 11(a)(ii) Events."
In the event that, at any time following the Stock Acquisition Date, (i)
the Company is acquired in a merger or other business combination transaction in
which the Company is not the surviving corporation (other than a merger which
follows an offer determined by the Board of Directors to be fair as described in
clause (ii) of the preceding paragraph), or (ii) more than 50% of the Company's
assets or earning power is sold or transferred, each holder of a Right (except
Rights which previously have been voided as set forth above) shall thereafter
have the right, upon exercise, to acquire that number of shares of common stock
of the acquiring company having a market value of two times the exercise price
of the Right.
At any time after the occurrence of a Section 11(a)(ii) Event, the Board
may exchange the Rights (other than Rights owned by an Acquiring Person), in
whole or in part, at an exchange ratio of one share of Common Stock per Right
(subject to adjustment) unless an Acquiring Person obtains 50% or more of the
Company's Common Stock.
The exercise price of the Rights, and the number of shares of the common
stock 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
Common Stock, (ii) upon the grant to holders of the Common Stock of certain
rights or warrants to subscribe for shares of the Common Stock or convertible
securities at less than the current market price of the Common Stock or (iii)
upon the distribution to holders of the Common Stock of evidences of
indebtedness or assets (excluding cash dividends paid out of the earnings or
retained earnings of the Company and certain other distributions) or of
subscription rights or warrants (other than those referred to above).
With certain exceptions, no adjustment in the exercise price of the Rights
will be required until cumulative adjustments equal at least 1% of such price.
The Company is not obligated to issue fractional shares of any securities upon
the exercise or the Rights. Rather, at the election of the Company an adjustment
in cash may be made based on the market price of such securities on the list
trading date prior to the date of exercise.
In general, the Company may redeem the Rights in whole, but not in part, at
any time until ten days following the Stock Acquisition Date, at a price of
$0.10 per Right (payable in cash, 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 $0.10 per Right
redemption price.
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 for Common Stock (or other consideration) of the Company or for
common stock of the acquiring company as described above.
Any of the provisions of the Rights Agreement may be amended by the Board
of Directors of the Company prior to the Distribution Date. After such event,
the provisions of the Rights Agreement may be amended by the Board of Directors
in order to cure any ambiguity, to make changes which do not adversely affect
the interests of holders of Rights (excluding title or interests of any
Acquiring Person), or to change any time period for redemption or any other time
period under the Rights Agreement.
The Rights Agreement, dated as of November 19, 2001 between the Company
and EquiServe Trust Company, N.A., as rights agent, specifying the terms of the
Rights is attached hereto as an exhibit and is incorporated herein by reference.
The foregoing description of the Rights is qualified in its entirety by
reference to such exhibit.
3
ITEM 2. EXHIBITS.
Exhibit
Number Description of Exhibit
- ------- ----------------------
4.1 Rights Agreement, dated as of November 19, 2001, between The
First Years Inc. and EquiServe Trust Company, N.A., as rights
agent, which includes the form of Rights Certificate as Exhibit A
and the Summary of Common Stock Purchase Rights as Exhibit B.
Pursuant to the Rights Agreement, printed Rights Certificates
will not be mailed until as soon as practicable after the
earliest of the tenth business day after public announcement or
disclosure that a person or group has acquired beneficial
ownership of fifteen percent (15%) or more of the Registrant's
common stock, $0.10 par value per share ("Common Stock") or the
tenth business day (or such later date as may be determined by
action of the Board of Directors) after a person commences, or
announces its intention to commence, a tender offer or exchange
offer the consummation of which would result in the beneficial
ownership by a person or group of fifteen percent (15%) or more
of the Common Stock.
4
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, thereto duly authorized.
THE FIRST YEARS, INC.
By: /s/ John R. Beals
-----------------------------------
John R. Beals
Senior Vice President, Chief
Financial Officer and Treasurer
Date: November 20, 2001
5
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
4.1 Rights Agreement, dated as of November 19, 2001, between The
First Years Inc. and EquiServe Trust Company, N.A., as rights
agent, which includes the form of Rights Certificate as Exhibit A
and the Summary of Common Stock Purchase Rights as Exhibit B.
Pursuant to the Rights Agreement, printed Rights Certificates
will not be mailed until as soon as practicable after the
earliest of the tenth business day after public announcement or
disclosure that a person or group has acquired beneficial
ownership of fifteen percent (15%) or more of the Registrant's
common stock, $0.10 par value per share ("Common Stock") or the
tenth business day (or such later date as may be determined by
action of the Board of Directors) after a person commences, or
announces its intention to commence, a tender offer or exchange
offer the consummation of which would result in the beneficial
ownership by a person or group of fifteen percent (15%) or more
of the Common Stock.
6