SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
Specialty Catalog Corp.
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(Exact name of registrant as specified in its charter)
Delaware 04-3253301
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(State of incorporation or organization) (I.R.S Employer Identification No.)
21 Bristol Drive, South Easton, Massachusetts 02375
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(Address of principal executive offices) (Zip Code)
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), check the following box. [X]
Securities Act registration statement file number to which this Form relates:
(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:
Title of each class
to be so registered
Preferred Share Purchase Right
ITEM 1. DESCRIPTION OF REGISTRANT'S STOCKHOLDER RIGHTS PLAN ADOPTED.
Following is a summary of a stockholder rights plan adopted by the Board of
Directors of Specialty Catalog Corp. (the "Company") pursuant to a Rights
Agreement, dated as of April 11, 2000, between the Company and Continental Stock
Transfer & Trust Company, as Rights Agent (the "Rights Agreement"). Under the
Rights Agreement, stockholders of record on April 28, 2000 will receive a
dividend distribution of one preferred share purchase right on each outstanding
share of the Company's Common Stock. The following summary is qualified in its
entirety by, and should be read in conjunction with, the full text of the Rights
Agreement set forth in Exhibit 4.1 hereto and incorporated herein by reference
as though fully set forth herein. Capitalized terms not otherwise defined herein
shall have their respective meanings as set forth in the Rights Agreement.
Effectiveness. The Rights Agreement is effective as of April 11, 2000 for
all shares of Common Stock outstanding on such date and for all shares of Common
Stock issued thereafter and prior to the earliest of the Distribution Date (as
defined below), the redemption of the Rights, the exchange of the Rights or the
expiration of the Rights. In addition, in certain limited circumstances, Rights
may be issued with respect to shares of Common Stock issued after the
Distribution Date.
Right Certificates. Right Certificates shall be distributed to stockholders
as soon as practicable after the Distribution Date. Until the Distribution Date,
Rights shall be evidenced by certificates for shares of Common Stock.
Term. The rights will expire on the tenth anniversary of the date of the
Rights Agreement unless earlier redeemed or exchanged by the Company as provided
below.
Exercisability. Initially, the Rights will not be exercisable. The Rights
shall become exercisable upon the earlier of (i) the tenth calendar day after
the first public announcement that a person or group (other than the Company,
any of its subsidiaries or any employee stock plan of the Company), together
with its affiliates and associates, has acquired, or obtained the right to
acquire, beneficial ownership of 15% or more of the outstanding Common Stock
(such person or group being called an "Acquiring Person" and such date of first
public announcement being called the "Stock Acquisition Date"), or (ii) the
tenth business day after the commencement of, or first public announcement of an
intention to commence, a tender or exchange offer the consummation of which
would result in a person or group obtaining beneficial ownership of 15% or more
of the outstanding Common Stock (the earlier of the dates described in clauses
(i) and (ii) being called the "Distribution Date"). The timing of the
Distribution Date is in some cases subject to extension by the Board of
Directors. After the Distribution Date and prior to the occurrence of a "Flip-In
Event" (described below), each Right shall be exercisable by the registered
holder of a Right Certificate to purchase 1/1000th of a share of Series A Junior
Participating Preferred Stock (the "Series A Preferred Stock"), subject to
adjustment, at an exercise price per 1/1000th of a share of Series A Preferred
Stock of $15 (the "Purchase Price"), subject to adjustment.
Detachability. Prior to the Distribution Date, the Rights shall be
transferable only with
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the related Common Stock certificates and shall automatically be transferred
with such certificates. After the Distribution Date, the Rights shall be
separately transferable, and the Company will distribute Right Certificates to
all holders of Rights.
Terms of Series A Preferred Stock. The terms of the Series A Preferred
Stock have been designed so that each 1/1000th of a share of Series A Preferred
Stock will have economic attributes (i.e., participation in dividends and
liquidation and voting rights) substantially equivalent to one whole share of
the Common Stock of the Company. In addition, the Series A Preferred Stock has
certain minimum dividend and liquidation preferences. See Exhibit C to the
Rights Agreement attached hereto as Exhibit 4.1 for a more detailed description
of the Series A Preferred Stock.
The Flip-In Provision. In the event that a person becomes an Acquiring
Person (a "Flip- In Event"), the holder of each Right (other than the Acquiring
Person, its affiliates and associates and certain transferees thereof) will
thereafter have the right to purchase from the Company, for the Purchase Price,
in lieu of shares of Series A Preferred Stock, that number of shares of Common
Stock which at the time of the Flip-In Event had a market value of twice the
Purchase Price. The Company may at its option substitute 1/1000ths of a share of
Series A Preferred Stock for some or all of the shares of Common Stock so
issuable. In the event there is insufficient Common Stock to permit exercise in
full of the Rights, the Company must issue shares of Series A Preferred Stock,
cash, property or other securities of the Company with an aggregate value equal
to twice the Purchase Price. Upon the occurrence of any such Flip-In Event, any
Rights that are owned by an Acquiring Person, its affiliates and associates and
certain transferees thereof, shall become null and void.
The Flip-Over Provision. In the event that, from and after a Flip-In Event,
(a) the Company is acquired in a merger or other business combination, or (b)
50% or more of the Company's assets, or assets accounting for 50% or more of its
earning power, are sold, leased, exchanged or otherwise transferred (in one or
more transactions), proper provision shall be made so that each holder of a
Right (other than the Acquiring Person, its affiliates and associates and
certain transferees thereof whose Rights became void) shall thereafter have the
right to purchase from the acquiring company, for the Purchase Price, that
number of shares of common stock of the acquiring company which at the time of
such transaction would have a market value of twice the Purchase Price.
Redemption. The Rights are redeemable by the Board of Directors at a
redemption price of $.01 per Right (the "Redemption Price") any time prior to
the earlier of (i) the time that an Acquiring Person becomes such, or (ii) the
expiration date. Immediately upon the action of the Board electing to redeem the
Rights, and without any further action and without any notice, the right to
exercise the Rights will terminate and the only right of the holders of Rights
will be to receive the Redemption Price.
Exchange. At any time after a Flip-In Event, but prior to a Flip-Over Event
or the time that an Acquiring Person becomes the beneficial owner of 50% or more
of the outstanding Common Stock, the Board may exchange each right for one share
of Common Stock (or a fractional share of Series A Preferred Stock, or similar
securities, having a value equal to one
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share of Common Stock).
Amendment. For so long as the Rights are redeemable, the Company may,
without the approval of any holder of the Rights, supplement or amend any
provision of the Rights Agreement. At any time when the Rights are not
redeemable, the Company may amend the Rights in any manner that does not
adversely affect the holders of Rights. In no event may any supplement or
amendment be made which changes the Redemption Price.
Voting. The holder of a Right, as such, will have no rights as a
stockholder of the Company, including, without limitation, the right to vote or
to receive dividends.
ITEM 2. EXHIBIT.
Exhibit 4.1 Rights Agreement, dated as of April 11, 2000, between Specialty
Catalog Corp. and Continental Stock Transfer & Trust Company, as
Rights Agent, with the form of Certificate of Designation of
Series A Junior Participating Preferred Stock attached as Exhibit
A thereto, the form of Right Certificate attached as Exhibit B
thereto, and the Summary of Rights to Purchase Shares attached as
Exhibit C thereto. Pursuant to the Rights Agreement, printed
Right Certificates will be mailed as soon as practicable after
the Distribution Date.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Company has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
SPECIALTY CATALOG CORP.
Dated: April 11, 2000 By: /s/ Thomas McCain
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Name: Thomas McCain
Title: Senior Vice President
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EXHIBIT INDEX
Description
Exhibit Number Description
4.1 Rights Agreement, dated as of April 11, 2000, between
Specialty Catalog Corp. and Continental Stock Transfer &
Trust Company, as Rights Agent, with the form of Certificate
of Designation of Series A Junior Participating Preferred
Stock attached as Exhibit A thereto, the form of Right
Certificate attached as Exhibit B thereto, and the Summary
of Rights to Purchase Shares attached as Exhibit C thereto.
Pursuant to the Rights Agreement, printed Right Certificates
will be mailed as soon as practicable after the Distribution
Date.
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