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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Hallmark Capital Corp.
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(Exact name of registrant as specified in its charter)
Wisconsin 39-1762467
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
7401 W. Greenfield Avenue, West Allis, WI 53214
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(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A.(c)(1), please
check the following box. [ ]
If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the 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:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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N/A N/A
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Preferred Stock Purchase Rights
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(Title of class)
COPY TO:
Kate M. Fleming
Michael Best & Friedrich
100 East Wisconsin Avenue
Suite 3300
Milwaukee, Wisconsin 53202
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
On February 21, 1997, the Board of Directors (the "Board") of Hallmark
Capital Corp. (the "Company") declared a dividend of one preferred
stock purchase right (a "Right") for each outstanding share of Common
Stock, $1.00 par value per share (the "Common Stock"), of the Company.
The dividend is payable on March 7, 1997 (the "Record Date") to the
holders of record of the Common Stock at 5:00 p.m. Wisconsin time on
such date. Except as described below, each Right entitles the holder
thereof, at any time on or after the Business Day (as hereinafter
defined) following the Distribution Date (as hereinafter defined) and
prior to the earliest of the close of business on the "Final
Expiration Date" (as hereinafter defined) and the time at which such
Rights are exchanged, to purchase from the Company one one-hundredth
of a share of the Company's Series A Junior Participating Preferred
Stock, $1.00 par value per share (the "Preferred Shares"), at a price
of $100 per one one-hundredth of a Preferred Share, subject to
adjustment (the "Exercise Price"). The Rights may not be exercised
until the Business Day after the Distribution Date. The terms of the
Rights are set forth in the Shareholder Rights Agreement dated as of
February 21, 1997 (the "Rights Agreement") between the Company and
Firstar Trust Co., as Rights Agent (the "Rights Agent").
Initially, the Rights associated with the Common Stock outstanding as
of the Record Date will be evidenced solely by the certificates for
shares of Common Stock, with a copy of a "Summary of Rights" attached
thereto. Certificates for shares of Common Stock delivered by or on
behalf of the Company after the Record Date and prior to the earliest
of the Distribution Date, redemption of the Rights or the Final
Expiration Date, either upon transfer of outstanding shares, including
certificates for shares of Common Stock which were reacquired by the
Company and then transferred, or original issuance of additional
shares of Common Stock, will contain a notation incorporating the
Rights Agreement by reference. Until the Distribution Date,
redemption of the Rights or the Final Expiration Date, the Rights may
be transferred only with the associated shares of Common Stock and the
surrender for transfer of any certificate for shares of Common Stock,
with or without a notation and whether or not a copy of a Summary of
Rights is attached thereto, shall constitute the transfer of the
Rights associated with the shares of Common Stock represented by such
stock certificate.
The Rights will separate from the Common Stock upon the earliest to
occur of: (i) the close of business on the tenth Business Day after
the first date on which there shall be, as determined by a majority of
the Disinterested Directors (as hereinafter defined) then in office in
their sole discretion, a public announcement by the Company or any
individual, firm, corporation, partnership, limited liability company,
association or other entity, and any successor of the foregoing (a
"Person") that such Person has become an Acquiring Person (as
hereinafter defined); (ii) the close of business on the tenth Business
Day (or such later Business Day as may be determined by action of the
Board) after commencement by any Person (other than an Exempt Person)
of, or the first public announcement of the intention of any Person to
commence, a tender or
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exchange offer if, upon consummation thereof, such Person would be the
beneficial owner of 20% or more of the outstanding shares of Common
Stock (provided, however, that if such tender or exchange offer is
cancelled, terminated or otherwise withdrawn prior to the Distribution
Date without the purchase of any Common Stock, such offer shall be
deemed for purposes of the definition of "Distribution Date" never to
have been commenced or publicly announced); and (iii) the close of
business on the tenth Business Day after a determination by at least a
majority of the Disinterested Directors who are not officers of the
Company that a Person has become an Adverse Person (as hereinafter
defined). The earliest of the dates specified in clauses (i), (ii)
and (iii) is the "Distribution Date." After the Distribution Date, the
Rights will be evidenced solely by separate certificates.
An "Acquiring Person" is any Person who or which, together with its
affiliates and associates, has become the beneficial owner of 20% or
more of the shares of Common Stock then outstanding, but does not
include (i) the Company, (ii) any subsidiary of the Company, (iii) any
employee stock ownership plan, employee benefit plan or other
compensation program or arrangement of the Company or of any
subsidiary, (iv) any Person holding shares of Common Stock for or
pursuant to the terms of any such plan, program or arrangement set
forth in (iii) above, (v) any Person who becomes the beneficial owner
of 20% or more of the outstanding Common Stock solely as a result of
an acquisition of Common Stock by the Company, until such time as such
Person acquires additional Common Stock, or (vi) any Person who
becomes an Acquiring Person without any plan or intent to seek or
affect control of the Company if such Person promptly enters into an
irrevocable commitment promptly to divest and thereafter promptly
divests such Common Stock so that such Person ceases to be the
beneficial owner of 20% or more of the outstanding Common Stock (the
Persons specified in clauses (i) through (iv) being herein
collectively called "Exempt Persons"). An "Adverse Person" is any
Person who or which, together with its affiliates and associates, has
acquired 15% or more of the Common Stock outstanding and has been
determined, by at least a majority of the Disinterested Directors who
are not officers of the Company, to be reasonably likely to cause the
Company to take action which would provide such Person with a
short-term financial gain not in the best long-term interests of the
Company and its shareholders or is reasonably likely to have a
material adverse effect on the business or prospects of the Company.
"Business Day" shall mean any day other than a Saturday, a Sunday or a
day on which banking institutions in the State of Wisconsin are
authorized or obligated by law or executive order to close. A
"Disinterested Director" is any member of the Board who is not a
Restricted Person (as hereinafter defined), or a representative or
nominee of a Restricted Person, and who was a member of the Board as
of the date of the Rights Agreement, or any individual who
subsequently becomes a member of the Board and is not a Restricted
Person or a representative or nominee of a Restricted Person, if such
Person's nomination for election to the Board is recommended or
approved by a majority of the Disinterested Directors then in office.
A "Restricted Person" is an Acquiring Person, an Adverse Person or any
affiliate or associate thereof.
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As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Rights Certificates") will be
mailed to the holders of record of the Common Stock as of the close of
business on the Distribution Date. Each share of Common Stock issued
by the Company after the Distribution Date and prior to the Final
Expiration Date, including shares of Common Stock issued by reason of
the exercise of any option, warrant, right (other than the Rights) or
conversion or exchange privilege (other than the Rights) or
convertible or exchangeable security issued by the Company prior to
the Distribution Date, will be accompanied by a Right (unless the
Board expressly provides to the contrary at the time of issuance of
any such option, warrant, right or convertible or exchangeable
security), and Rights Certificates evidencing such Rights will be
issued at the same time as the certificates for the associated shares
of Common Stock.
The Preferred Shares receivable upon exercise of the Rights will not
be redeemable. Each Preferred Share will entitle the record holder
thereof to receive a preferential dividend equal to 100 times the
aggregate per share amount of all cash dividends, and 100 times the
aggregate per share amount (payable in kind) of all non-cash dividends
or other distributions (other than in shares of Common Stock) declared
on the Common Stock, adjusted to give effect to any dividend on the
Common Stock payable in shares of Common Stock or any subdivision,
combination or reclassification of the Common Stock (a "Dilution
Event"). In the event of liquidation of the Company, the holder of
each Preferred Share will be entitled to receive a preferential
liquidation payment equal to the greater of $100 and 100 times the
aggregate per share amount to be distributed to the holders of the
Common Stock, adjusted to give effect to any Dilution Event, plus an
amount equal to accrued and unpaid dividends and distributions on such
Preferred Share, whether or not declared, to the date of such payment.
Each Preferred Share will entitle the holder thereof to 100 votes on
all matters submitted to a vote of the shareholders of the Company,
voting together as a single class with the holders of the Common Stock
and the holders of any other class of capital stock having general
voting rights, adjusted to give effect to any Dilution Event. In the
event of any merger, consolidation or other transaction in which the
outstanding shares of Common Stock of the Company are exchanged for or
converted into other capital stock, securities, cash or other
property, each Preferred Share will be similarly exchanged or
converted into 100 times the per share amount applicable to the Common
Stock, adjusted to give effect to any Dilution Event. The Rights will
expire on the close of business on February 21, 2007 (the "Final
Expiration Date"), unless the Final Expiration Date is extended or the
Rights are earlier redeemed or exchanged by the Company. 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.
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In the event that (i) a Person becomes an Acquiring Person, (ii) a
Person (other than an Exempt Person) commences or first publicly
announces the intention of a Person (other than an Exempt Person) to
commence a tender or exchange offer if, upon the consummation thereof,
such Person would be the beneficial owner of 20% or more of the shares
of Common Stock outstanding, or (iii) a person is declared to be an
Adverse Person (where the earliest of such events shall be referred to
as a "Flip-In Event"), proper provision will be made so that the
registered holder of each Right (other than Rights beneficially owned
by a Restricted Person or their designated transferees) will
thereafter have the right, unless the Rights are earlier redeemed,
exchanged or expire, to acquire, upon exercise and payment of the
Exercise Price, to receive the number of shares of Common Stock which,
at the time of the occurrence of such event, will have a market value
equal to two times the then current Exercise Price. After a Flip-In
Event, all rights which are, or (under certain circumstances specified
in the Rights Agreement) were, beneficially owned by a Restricted
Person or designated transferees therefrom, will be or become void.
Under no circumstances may a Right be exercised unless the Company's
option to redeem the Rights has expired.
At any time after a Flip-In Event and prior to the time that any
Person (other than an Exempt Person), together with its affiliates and
associates, has become the beneficial owner of 50% or more of the
outstanding shares of Common Stock, the Board may direct that all or
any part of the outstanding and exercisable Rights (other than Rights
which have become void) be exchanged for shares of Common Stock at the
exchange rate of one share of Common Stock per Right, adjusted to give
effect to any Dilution Event. Any partial exchange will be effected
pro rata among the registered holders of the Rights based upon the
number of Rights held.
If, on or after the occurrence of a Flip-In Event: (i) the Company
merges into or consolidates with an Interested Shareholder (as
hereinafter defined) or, unless all holders of the Common Stock are
treated the same, another Person (with limited designated exceptions);
(ii) an Interested Shareholder or, unless all holders of the Common
Stock are treated the same, another Person (with limited exceptions)
merges into the Company and either (A) all or part of the outstanding
shares of Common Stock of the Company are converted into capital stock
or other securities of any other Person (or the Company), cash and/or
other property, or (B) such shares remain outstanding, unconverted and
unchanged; or (iii) the Company sells or transfers 50% or more of its
consolidated assets or earning power in one or a series of related
transactions to an Interested Shareholder or, unless all holders of
the Company's outstanding shares of Common Stock are treated the same,
another Person (with limited exceptions); then proper provision will
be made so that the registered holder of each Right (other than Rights
which have become void) will thereafter have the right to acquire,
upon exercise and payment of the Exercise Price, the number of common
shares of the acquiror (or of another Person affiliated therewith)
which, at the time of consummation of such transaction, will have a
market value equal to two times the then current Exercise Price. An
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"Interested Shareholder" is any Restricted Person or any affiliate or
associate of any other Person in which such Restricted Person has an
interest, or any Person acting, directly or indirectly, on behalf of
or in concert with any such Restricted Person.
The Exercise Price payable and the number and kind of shares of
capital stock issuable upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a
dividend payable in Preferred Shares on, or a subdivision, combination
or reclassification of, the Preferred Shares, (ii) upon the grant to
the holders of the Preferred Shares of certain options, warrants or
rights to subscribe for or purchase Preferred Shares at a price, or
securities convertible into or exchangeable for Preferred Shares with
a conversion or exchange price, less than the then current market
price of the Preferred Shares, or (iii) upon the distribution to the
holders of the Preferred Shares of cash, securities, evidences of
indebtedness or other property (other than a regular quarterly cash
dividend or a dividend payable in Preferred Shares) or options,
warrants or rights (other than those referred to in clause (ii)
above). The number of outstanding Rights and the number of one
one-hundredths of a Preferred Share issuable upon exercise of each
Right also are subject to adjustment in the event of a dividend on the
Common Stock payable in shares of Common Stock or a subdivision,
combination or reclassification of the Common Stock occurring, in any
such case, prior to the Distribution Date.
With certain specified exceptions, no adjustment in the Exercise Price
will be made until the cumulative adjustments required equal at least
1% of the Exercise Price. The Company is not required to issue
fractional Preferred Shares (other than fractions which are multiples
of one one-hundredth of a Preferred Share), but in lieu thereof the
Company will make a cash payment based upon the market value of the
Preferred Shares on the trading day immediately preceding the date of
exercise.
At any time prior to the earliest of the Distribution Date and the
Final Expiration Date, the Board may redeem the Rights in whole, but
not in part, at the redemption price of $.01 per Right, adjusted to
give effect to any Dilution Event (the "Redemption Price"); provided,
however, that, under certain circumstances specified in the Rights
Agreement, the Rights may not be redeemed unless there is more than
one Disinterested Director in office and such redemption is approved
by at least a majority of such Disinterested Directors. 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 after action by the Board directing the
redemption of the Rights, the option to exercise the Rights will
terminate, and thereafter each registered holder of the Rights will
only be entitled to receive the Redemption Price therefor.
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Prior to the Distribution Date, the terms of the Rights and the Rights
Agreement may be supplemented or amended by the Board in any manner.
From and after the Distribution Date, the Rights may be supplemented
or amended by the Board, without the approval of the holders of the
Rights, in certain respects which do not materially adversely affect,
as determined by the Board (with the concurrence of at least a
majority of the Disinterested Directors), the interests of such
holders (excluding the interests of any Restricted Person); provided,
however, that the Rights Agreement cannot be amended to lengthen (i)
any time period unless such lengthening is approved by at least a
majority of the Disinterested Directors, and such lengthening is for
the benefit of the holders of the Rights (excluding the interests of
any Acquiring Person, Adverse Person or affiliate or associate
thereof), or (ii) any time period relating to when the Rights may be
redeemed if at such time the Rights are not then redeemable.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the
Company in certain circumstances. Accordingly, the existence of the
Rights may deter certain potential acquirors from making certain
takeover proposals or tender offers. The Rights should not interfere
with any merger or other business combination approved by the Board of
Directors since the Rights may be redeemed by the Company as described
above.
A copy of the Rights Agreement is attached hereto as an exhibit and
incorporated herein by reference. The foregoing description of the
Rights is qualified in its entirety by reference to the Rights
Agreement and such exhibits thereto.
ITEM 2. EXHIBITS
1 Shareholder Rights Agreement dated as of February 21, 1997
between Hallmark Capital Corp. and Firstar Trust Co., which
includes as Exhibit A the Form of Certificate of Designation,
Preferences, Rights and Limitations of Series A Junior
Participating Preferred Stock of Hallmark Capital Corp., as
Exhibit B the Form of Rights Certificate, and as Exhibit C a
Summary of Rights to Purchase Shares of Series A Junior
Participating Preferred Stock. Pursuant to the Rights
Agreement, Rights Certificates will not be mailed until after
the earliest of certain events to occur.
2 Press Release dated February 21, 1997.
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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 registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
HALLMARK CAPITAL CORP.
Date: February 21, 1997
By: /s/ James D. Smessaert
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James D. Smessaert, President and
Chief Executive Officer
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HALLMARK CAPITAL CORP.
FORM 8-A REGISTRATION STATEMENT
Exhibit Index
Exhibit No. Page
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1 Shareholder Rights Agreement dated as of February 21, 1997
between Hallmark Capital Corp. and Firstar Trust Co.,
which includes as Exhibit A the Form of Certificate of
Designation, Preferences, Rights and Limitations of Series A
Junior Participating Preferred Stock of Hallmark Capital
Corp., as Exhibit B the Form of Rights Certificate, and as
Exhibit C a Summary of Rights to Purchase Shares of Series
A Junior Participating Preferred Stock. . . . . . . . . . . . __
2 Press Release dated February 21, 1997 . . . . . . . . . . . . __