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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CELERIS CORPORATION
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(Exact name of registrant as specified in its Articles of Incorporation)
Minnesota 41-1545493
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
1801 West End Avenue
Suite 750, Nashville, Tennessee 37203
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(Address of principal (Zip Code)
executive offices)
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
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on
to be so registered which each class is to be registered
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None None
Securities to be registered pursuant to 12(g) of the Act:
Junior Preferred Stock Purchase Rights
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Item 1. Description of Registrant's Securities to be Registered
On March 6, 2001, the Board of Directors of Celeris Incorporated (the
"Company") declared a dividend distribution of one right (a "Right") for each
share of common stock, $.01 par value per share (the "Common Stock") of the
Company payable on March 6, 2001 to holders of record of the Company's Common
Stock at the close of business on March 6, 2001. Each Right entitles the
registered holder to purchase from the Company one one-hundredth (1/100th) of a
share of Series B Junior Participating Preferred Stock (the "Preferred Stock")
at a price of $7.50 per one one-hundredth (1/100th) of a share (the "Purchase
Price"), subject to adjustment. The description and terms of the Rights are set
forth in a Rights Agreement dated March 6, 2001 (the "Rights Agreement"),
between the Company and Wells Fargo Bank Minnesota, N.A., as rights agent (the
"Rights Agent").
The Rights become exercisable upon the close of business on the day (the
"Distribution Date") which is the earlier of (i) the date of public announcement
that a person or group of affiliated or associated persons, with certain
exceptions set forth below, has acquired beneficial ownership of 15% or more of
any class of the outstanding voting stock of the Company (an "Acquiring Person")
pursuant to Section 13(d) of the Exchange Act, by the Company or an Acquiring
Person that an Acquiring Person has become such, or (ii) the tenth (10th)
business day (or such later date as may be determined by the Board of Directors
after the date of the commencement by any Person (other than an Exempt Person)
of, or of the first public announcement of the intention of any Person (other
than an Exempt Person) to commence, a tender or exchange offer the consummation
of which would result in any Person owning 15% or more of the then outstanding
Common Shares. Prior to such Distribution Date, the Rights will not be
exercisable, will not be represented by a separate certificate, and will not be
transferable apart from the Company's Common Stock, but will instead be
evidenced, with respect to any of the Common Stock certificates outstanding as
of March 6, 2001, by such Common Stock certificate.
An Acquiring Person does not include (A) the Company, (B) any subsidiary of
the Company, (C) any employee benefit plan of the Company or of any subsidiary
of the Company, or any trust or other entity organized, appointed or established
by the Company or any subsidiary of the Company for or pursuant to the terms of
any such plan, (D) any person, together with all affiliates and associates of
such person, whose ownership of 15% or more of the shares of any class of voting
stock of the Company then outstanding results solely from (i) any action or
transactions approved by the Board of Directors (as defined in the Rights
Agreement) prior to such person or group becoming an Acquiring Person, or (ii) a
reduction in the number of issued and outstanding shares of voting stock of the
Company pursuant to a transaction or transactions approved by the Board of
Directors, or (E) any person, together with any affiliates or associates of such
person, who would otherwise be deemed an Acquiring Person, but who provides a
written proposal to the Board of Directors upon becoming an Acquiring Person
which contains price and term information for a proposed merger, share exchange
or consolidation, which terms are acceptable to the Board; provided, that any
person or group that does not become an Acquiring Person by reason of clause (i)
or (ii) above shall become an Acquiring Person upon acquisition of any
additional shares of the Company's voting stock unless such acquisition of
additional voting stock will not result in such person or group becoming an
Acquiring Person by reason of such clause (i) or (ii). Notwithstanding the
foregoing, if the Board of Directors
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determines that an Acquiring Person became an Acquiring Person inadvertently and
such holder divests shares of the Company's Common Stock so that such person
would no longer constitute an Acquiring Person, then, in such an event, that
Person will not be deemed to be an Acquiring Person.
At any time on or prior to the close of business on the earlier of (i) the
Close of Business on the date that a person or group of affiliated or associated
persons announces that they or it becomes an Acquiring Person, or (ii) March 6,
2011, the Company may redeem the Rights in whole, but not in part, at a price of
$.001 per Right (the "Redemption Price"). Immediately upon the effective time of
the action of the Board of Directors of the Company authorizing redemption of
the Rights, the right to exercise the Rights will terminate and the only right
of the holders of Rights will be to receive the Redemption Price.
Until the Distribution Date (or earlier redemption or expiration of the
Rights), new Common Stock certificates issued after March 6, 2001 will contain a
legend incorporating the Rights Agreement by reference. Until the Distribution
Date (or earlier redemption or expiration of the Rights), the surrender for
transfer of any of the Common Stock certificates outstanding as of March 6,
2001, with or without a copy of this Summary of Rights attached thereto, will
also constitute the transfer of the Rights associated with the Common Stock
represented by such certificate. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("the Rights
Certificates") will be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date and such separate certificates alone
will evidence the Rights from and after the Distribution Date.
The Rights are not exercisable until the Distribution Date. The Rights will
expire at the close of business on March 6, 2011, unless earlier redeemed by the
Company.
In the event that a person or group of affiliated or associated persons
become an Acquiring Person, each holder of record of a Right, other than the
Acquiring Person (whose Rights will thereupon become null and void), will
thereafter have the right to receive, upon payment of the Purchase Price, that
number of shares of the Common Stock of the Company (or cash, other securities
or property) having a market value at the time of the transaction equal to twice
the Purchase Price (such market value to be determined with reference to the
market value of the Company's Common Stock as provided in the Rights Agreement).
In addition, unless the transaction is approved by the Board of Directors, in
the event that, after the time the Rights become exercisable, the Company is to
be acquired in a merger, consolidation, share exchange or other business
combination (in which any shares of Common Stock are changed into or exchanged
for other securities or assets) or more than 50% of the assets or earning power
of the Company and its subsidiaries, taken as a whole, is to be sold or
transferred in one or a series of related transactions, each holder of record of
a Right will from and after such date have the right to receive, upon payment of
the Purchase Price, that number of shares of Common Stock of the acquiring
company having a market value at the time of such transaction equal to twice the
Purchase Price.
The Purchase Price payable, and the number of shares of Preferred 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
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reclassification of, the Preferred Stock, (ii) upon the grant to holders of the
Preferred Stock of certain rights or warrants to subscribe for or purchase
Preferred Stock at a price, or securities convertible into Preferred Stock with
a conversion price, less than the then current market price of the Preferred
Stock or (iii) upon the distribution to holders of the Preferred Stock of
evidence of indebtedness or assets (excluding regular periodic cash dividends
paid out of earnings or retained earnings or dividends payable in Preferred
Stock) or of subscription rights or warrants (other than those referred to
above). The number of outstanding Rights and the number of one one-hundredths
(1/100th) of a share of Preferred Stock issuable upon exercise of each Right are
also subject to adjustment in the event of a split of the Common Stock or a
dividend on the Common Stock payable in Common Stock or subdivisions,
combinations or reclassifications of the Common Stock occurring, in any such
case, prior to the Distribution Date.
The Company will issue cash in lieu of fractional shares of Preferred Stock
which are not integral multiples of one one-hundredth of a share of Preferred
Stock. The Company will issue cash in lieu of fractional shares of Common Stock.
Any of the provisions of the Rights Agreement may be amended by the
Company's Board of Directors prior to the Distribution Date. After the
Distribution Date, the provisions of the Rights Agreement may be amended by the
Board of Directors to cure any ambiguity, defect or inconsistency, or to make
changes which do not adversely affect the interests of holders of Rights
(excluding the interests of any Acquiring Person).
The Preferred Stock purchasable upon exercise of the Rights will be
nonredeemable and junior to any other series of preferred stock the Company may
issue (unless otherwise provided in the terms of such stock). Each share of
Preferred Stock will have a preferential quarterly dividend in an amount equal
to 100 times the dividend declared on each share of Common Stock. In the event
of liquidation, the holders of Preferred Stock will receive a preferred
liquidation payment equal to an amount equal to accrued and unpaid dividends
plus the greater of (i) $100 per share, or (ii) 100 times the aggregate amount
to be distributed per share of Common Stock. Each share of Preferred Stock will
have 100 votes, voting together with the shares of Common Stock as a single
class. In the event of any merger, consolidation or other transaction in which
shares of Common Stock are exchanged, each share of Preferred Stock will be
entitled to receive 100 times the amount and type of consideration received per
share of Common Stock. The rights of Preferred Stock as to dividends,
liquidation and voting, and in the event of mergers and consolidations, are
protected by customary anti-dilution provisions. Fractional shares of Preferred
Stock will be issuable. In lieu of fractional shares other than fractions that
are multiples of one one-hundredth of a share, an adjustment in cash will be
made based on the market price of the Preferred Stock on the last trading date
prior to the date of exercise.
Until a Right is exercised, the holder, as such, will have no rights as a
shareholder of the Company, including, without limitation, the right to vote or
to receive dividends.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
without conditioning the offer on the Rights being redeemed or a substantial
number of Rights being acquired. However, the Rights should not interfere with
any tender offer or merger approved by the Company because the Rights
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do not become exercisable in the event of a transaction approved by the Board of
Directors of the Company.
The form of Rights Agreement between the Company and the Rights Agent
specifying the terms of the Rights, which includes as (i) Exhibit A, Articles of
Amendment to the Company's Articles of Incorporation, (ii) Exhibit B, Form of
Summary of Rights, and (iii) Exhibit C, Form of Rights Certificate, is attached
hereto as Exhibit 1 and is incorporated herein by reference. The foregoing
description of the Rights does not purport to be complete and is qualified in
its entirety by reference to such Exhibit.
ITEM 2. EXHIBITS.
4.1 Rights Agreement, dated March 6, 2001, between Celeris
Corporation and Wells Fargo Bank Minnesota, N.A., including
Certificate of Designations Preferences and Rights (Exhibit A),
Form of Rights Certificate (Exhibit B), and Form of Summary of
Rights (Exhibit C).
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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.
CELERIS CORPORATION
By: /s/ Paul R. Johnson
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Paul R. Johnson
Vice President,
Chief Financial Officer and Secretary
Date: March 6, 2001
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