1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
- --------------------------------------------------------------------------------
FORM 8-A/A
AMENDMENT NO. 2
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SYSTEMONE TECHNOLOGIES INC.
------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
FLORIDA 65-0226813
- --------------------------------------- -------------------------------
(State of Incorporation or Organization) (IRS Employer Identification no.)
8305 N.W. 27TH STREET, SUITE 107, MIAMI, FL 33487
- -------------------------------------------------- --------------
(Address of Principal Executive Offices) (Zip Code)
If this form relates to If this form relates to
the registration of a the registration of a
class of securities class of securities
pursuant to Section 12(b) pursuant to Section 12(g)
of the Exchange Act and is of the Exchange Act and is
effective pursuant to effective pursuant to
General Instruction A.(c), General Instruction A.(d),
please check the following please check the following
box. [ ] box. [X]
Securities Act registration statement file number to which this form relates:
N/A
---------------
(If applicable)
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:
Common Stock Purchase Rights
----------------------------
(Title of Class)
2
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On October 1, 1998, the Board of Directors (the "Board") of Mansur
Industries Inc., a Florida corporation (the "Company"), authorized and approved
a dividend distribution of one Right (each a "Right" and collectively the
"Rights") for each outstanding share of common stock, $.001 par value per share
(the "Common Stock"), of the Company to shareholders of record at the close of
business on October 8, 1998. Each Right initially entitles the registered holder
to purchase from the Company one share of Common Stock at a price of $75.23 per
share (the "Purchase Price"), subject to certain adjustments. The Purchase Price
shall be paid in cash. The description and terms of the Rights are set forth in
the 1998 Common Stock Purchase Rights Agreement (the "Rights Agreement") between
the Company and Continental Stock Transfer & Trust Company, as Rights Agent. The
material terms of the Rights Agreement are summarized below.
Initially, the Rights are represented by the 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 of the Rights certificates will occur upon the earlier of (i) ten
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 15% or more of the
outstanding shares of Common Stock (or, in the case of Pierre Mansur, the
Chairman of the Board and President of the Company, 50% or more of the
outstanding shares of Common Stock), (ii) ten business days after a person or
group of affiliated or associated persons has (x) become the direct or indirect
beneficial owner of at least 10% of the Company's outstanding Common Stock, and
(y) whose ownership interest is deemed by the Board to cause a material adverse
impact on the business or prospects of the Company or its shareholders (such
persons or group hereinafter called an "Adverse Person"), or (iii) ten business
days following the commencement of a tender offer or exchange offer that would
result in a person or group becoming an Acquiring Person or an Adverse Person.
Until the date that the Rights certificates are distributed (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 the date that the Rights Plan is adopted
will contain a notation incorporating the Rights Agreement by reference and
(iii) the surrender for transfer of any certificates for Common Stock
outstanding also will constitute the transfer of the Rights associated with the
Common Stock represented by such certificates.
On November 13, 2000, the Board approved a Third Amendment to Rights
Agreement, which further amended the definition of Acquiring Person in its
entirety. As amended the definition of Acquiring Person, excludes (i) the
Company, any Subsidiary of the Company, any employee benefit plan of the Company
or of any Subsidiary of the Company, or any Person or entity organized,
appointed or established by the Company for or pursuant to the terms of any such
plan, (ii) Pierre G. Mansur, unless such individual shall be the beneficial
owner of fifty percent (50%) or more of the shares of Common Stock then
outstanding, (iii) Hanseatic Americas LDC, unless it shall be the beneficial
owner of forty-five percent (45%) or more of the shares of Common Stock then
outstanding, (iv) Environmental Opportunities Fund II
2
3
(Institutional), L.P., Environmental Opportunities Fund II, L.P., Environmental
Opportunities Fund, L.P., or Environmental Opportunities Fund II (Cayman), L.P.,
unless such Persons shall be the Beneficial Owners, individually or in the
aggregate, of thirty-five percent (35%) or more of the shares of Common Stock
then outstanding, (v) Safety-Kleen Systems, Inc. and its Affiliates, unless they
shall be the beneficial owners of nineteen and one-half percent (19.5%) or more
of the shares of Common Stock then outstanding, or (vi) any Person who or which,
together with all Affiliates and Associates of such Person, would be an
Acquiring Person solely by reason of a reduction in the number of issued and
outstanding shares of Common Stock of the Company pursuant to a transaction or
series of related transactions approved by a majority of the Independent
Directors, if any, then in office and approved by a Supermajority Vote;
provided, further, however, that in the event that such Person described in the
foregoing clause (vi) does not become an Acquiring Person by reason of the
foregoing clause (vi), such Person shall nonetheless become an Acquiring Person
in the event such Person thereafter acquires Beneficial Ownership of an
additional one percent (1%) of the Common Stock of the Company, unless such
additional Common Stock ownership results solely from a subsequent reduction in
the number of issued and outstanding shares of Common Stock of the Company.
The Rights are not exercisable until the Distribution Date and will
expire ten years after the adoption of the Rights Agreement, unless earlier
redeemed by the Company as described below.
Upon a triggering event and 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 alone will represent the Rights.
Except as otherwise determined by the Board, only shares of Common Stock issued
prior to the Distribution Date will be issued with Rights.
In the event a person or group of affiliated or associated persons
becomes an Acquiring Person or an Adverse Person (except pursuant to an offer
for all outstanding shares of Common Stock that is determined by the Board to be
fair to and otherwise in the best interests of the Company and its shareholders,
a "Qualifying Tender Offer"), each Right then outstanding would "flip-in" and
become a right to buy that number of shares of Common Stock of the Company which
at the time of such acquisition would have a market value of two times the
exercise price of the Right. The acquiror who triggered the Rights would be
excluded from the "flip-in" because his Rights would have become null and void
upon his triggering acquisition.
In the event that the "flip-in" is triggered, if there is not
sufficient authorized Common Stock available for issuance upon the exercise of
each Right or if the Board so elects, the Board may: (i) seek shareholder
approval to increase the number of authorized shares of Common Stock or (ii)
designate as issuable upon exercise of the Rights such amount of Common Stock,
cash, other equity or debt securities, assets and/or other consideration as
would be equal to the value that would have been received if each Right had
received only Common Stock upon exercise.
3
4
If, following a person or group of affiliated or associated persons
becoming an Acquiring Person or an Adverse Person, (i) the Company shall
consolidate with or merge into any other person or entity in which the Company
is not the surviving corporation, (ii) any other person or entity shall merge
into the Company and all or part of the outstanding Common Stock shall be
changed into or exchanged for securities of any other person or entity, or cash
or any other property, or (iii) the Company sells 50% or more of its assets or
earning power, each Right then outstanding would "flip-over" and thereby would
become a right to buy that number of shares of common stock of the acquiring
company which at the time of such transaction has a market value of two times
the exercise price of the Right.
At any time after a person or group of affiliated or associated persons
becomes an Acquiring Person or an Adverse Person and before the acquisition by
such person or group of 50% or more of the outstanding Common Stock of the
Company, the Board may exchange the Rights (other than Rights owned by such
person or group which have become void), in whole or in part, for Common Stock
at an exchange ratio of 1.0 share of the Company's Common Stock per Right,
subject to adjustment.
At any time until ten days following the public announcement that a
person or group of affiliated or associated persons has become an Acquiring
Person or an Adverse Person, the Company may redeem the Rights at a price of
$.001 per Right, payable in cash. Under certain circumstances set forth in the
Rights Agreement, the decision to redeem shall require the concurrence of at
least two thirds of the members of the Board and a majority of the Independent
Directors (as hereinafter defined). After the redemption period has expired, the
Company's right of redemption may be reinstated if the Acquiring Person or
Adverse Person reduces his or her beneficial ownership to less than 10% of the
outstanding shares of Common Stock in a transaction or series of transactions
not involving the Company. Immediately upon the action of the Board ordering
redemption of the Rights, with, where required, the concurrence of at least two
thirds of the members of the Board and a majority of the Independent Directors,
the Rights will terminate and the only right which the holders of Rights will
thereafter have will be to receive the $.001 redemption price.
The term "Independent Directors" means any member of the Board who is
not an Acquiring Person or Adverse Person, is not an employer or officer of the
Company or an employee, officer or director of any Acquiring Person or Adverse
Person, and is not a relative or spouse of (i) an Acquiring Person or Adverse
Person, (ii) any officer or other person employed in a management position with
the Company or with any Acquiring Person or Adverse Person, or (iii) any
director of any Acquiring Person or Adverse Person.
The Purchase Price payable, and the number of shares of Common Stock
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) if
holders of the Common Stock are granted certain rights or warrants to subscribe
for 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
4
5
or assets (excluding regular quarterly cash dividends) or of subscription rights
or warrants (other than those referred to above).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price. No fractional shares of Common Stock will be issued and, in lieu thereof,
an adjustment in cash will be made based on the market price of the Common Stock
on the last trading date prior to the date of exercise.
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.
The implementation of the Rights Agreement has not interfered with the
day-to-day operations of the Company. The Rights Agreement provides that the
Company may not enter into any transaction of the sort enumerated in the
"flip-in/flip-over" provisions if, in connection therewith, there are
outstanding securities or there are agreements or arrangements intended to
counteract the protective provisions of the Rights. For example, the Company may
not merge with an acquiring corporation if the acquiring corporation has granted
its shareholders rights to purchase its Common Stock at less than fair market
value upon the triggering of flip-over rights in one of its acquisition targets.
Any of the provisions of the Rights Agreement may be amended by the Board as
long as the Rights are then redeemable. When the Rights are not redeemable, the
provisions of the Rights Agreement may be amended by the Board only in order to
cure any ambiguity, to correct or supplement any provision which may be
inconsistent with any other provision or make changes which do not adversely
affect the interests of holders of Rights; PROVIDED, HOWEVER, that no amendment
may change the redemption price or the expiration date of the Rights, and
amendments after a person or group of affiliated or associated persons becomes
an Acquiring Person or an Adverse Person (other than pursuant to a Qualifying
Tender Offer) may be made only if approved by a majority of the Independent
Directors and at least two thirds of the Board.
A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an Exhibit to the Company's original Registration
Statement on Form 8-A, filed as of October 6, 1998. The First Amendment to the
Rights Agreement and the Second Amendment to the Rights Agreement were filed
with the Securities and Exchange Commission as exhibits 4.1 and 4.2 to the
Company's Form 8-A/A Amendment 1 filed as of August 22, 2000. The Third
Amendment to the Rights Agreement is attached hereto as Exhibit 4.1. Copies of
the Rights Agreement, the First Amendment to the Rights Agreement, the Second
Amendment to the Rights Agreement and the Third Amendment to the Rights
Agreement are available free of charge from the Rights Agent. This summary
description of the Rights does not purport to be complete and is qualified in
its entirety by reference to the Rights Agreement, the First Amendment to the
Rights Agreement, the Second Amendment to the Rights Agreement, and the Third
Amendment to the Rights Agreement which are incorporated herein by reference.
5
6
ITEM 2. EXHIBITS.
4.1 Third Amendment to Rights Agreement, dated as of November 13,
2000, between the Company and Continental Stock Transfer &
Trust Company.
6
7
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.
November 13, 2000 SYSTEMONE TECHNOLOGIES INC.
By: /s/ Paul I. Mansur
---------------------------
Paul I. Mansur, Chief Executive Officer
7
8
EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- -----------
4.1 Third Amendment to Rights Agreement, dated as of November 13,
2000, between the Company and Continental Stock Transfer &
Trust Company.
8