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
RAWLINGS SPORTING GOODS COMPANY, INC.
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(Exact name of registrant as specified in its charter)
Delaware 43-1674348
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(State of Incorporation) (I.R.S. Employer Identification Number)
1859 Intertech Drive
Fenton, Missouri 63026
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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 to be registered pursuant to Section 12(b) of the Act:
Titles Of Each Class Name Of Each Exchange On Which
To Be So Registered Each Class Is To Be Registered
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None None
Securities to be registered pursuant to Section 12(g) of the Act:
Series B Junior Participating Preferred Stock Purchase Rights
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(Title of class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of registrant's securities to be issued
On November 27, 2002, the Board of Directors of Rawlings
Sporting Goods Company, Inc. (the "Company") declared a dividend distribution of
one right (a "Right") for each outstanding share of the Company's common stock,
par value $.01 per share (the "Common Stock"), payable to stockholders of record
at the close of business on December 9, 2002 (the "Record Date") and with
respect to the Common Stock issued thereafter until the Distribution Date
(defined below) and, in certain circumstances, with respect to the Common Stock
issued after the Distribution Date. Except as set forth below, each Right, when
it becomes exercisable, entitles the registered holder to purchase from the
Company a unit consisting initially of one one-thousandth of a share (a "Unit")
of Series B Junior Participating Preferred Stock, par value $.01 per share (the
"Preferred Stock"), of the Company, at a purchase price of $30 per Unit, subject
to adjustment (the "Purchase Price"). The description and terms of the Rights
are set forth in a Rights Agreement, dated as of November 27, 2002, between the
Company and Mellon Investor Services LLC, a New Jersey limited liability
company, as Rights Agent (the "Rights Agreement").
Initially, the Rights will be attached to all certificates
representing shares of Common Stock then outstanding, and no separate
certificates evidencing the Rights ("Rights Certificates") will be distributed.
The Rights will separate from the Common Stock and a Distribution Date will
occur upon the earlier of (i) ten business days following public announcement or
disclosure that a person has become an "Acquiring Person" (defined below) or of
facts indicating that such person has become an Acquiring Person, or (ii) ten
business days (or such later date as the Board shall determine) following the
commencement of, or an announcement of an intention to commence, a tender or
exchange offer that would result in a person or group becoming an "Acquiring
Person." Except as set forth below, an "Acquiring Person" is collectively a
person, together with all Affiliates (defined below) and Associates (defined
below) of such person who or which has acquired "Beneficial Ownership"
(generally as defined in Rule 13d-3 under the Securities Exchange Act of 1934)
of 15% or more of the outstanding shares of Common Stock except pursuant to a
Permitted Offer (defined below). The term "Acquiring Person" excludes (i) the
Company, (ii) any subsidiary of the Company, (iii) any employee benefit plan of
the Company or any subsidiary of the Company, (iv) any person or entity
organized, appointed or established by the Company for or pursuant to the terms
of any such plan, and (v) any person, together with such person's Affiliates and
Associates, who or which becomes a Beneficial Owner of 15% or more of the
outstanding shares of Common Stock as a result of acquiring such shares directly
from the Company.
An "Affiliate" of a Person (as such term is defined in the
Rights Agreement) is a Person that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with,
the Person specified. An "Associate" of a Person shall mean (i) with respect to
a corporation (other than the Company or a majority-owned Subsidiary of the
Company), any officer or director thereof or of any Subsidiary (generally a
Person as to whom another Person has the right to elect a majority of the
directors or others with similar authority) thereof, or any Beneficial Owner of
10% or more of any class of equity security thereof, (ii) with respect to an
association, joint venture or other unincorporated organization,
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any officer or director thereof or of a Subsidiary thereof or any Beneficial
Owner of 10% or more ownership interest therein, (iii) with respect to a
partnership, any general partner thereof or any limited partner thereof who is,
directly or indirectly, the Beneficial Owner of a 10% or greater ownership
interest therein, (iv) with respect to a limited liability company, any officer,
director or manager thereof or of a Subsidiary thereof or any member thereof who
is, directly or indirectly, the Beneficial Owner of a 10% or greater ownership
interest therein, (v) with respect to a business trust, any officer or trustee
thereof or of any Subsidiary thereof, (vi) with respect to any other trust or an
estate, any trustee, a beneficiary in the income from or principal of such trust
or estate, (vii) with respect to a natural person, any relative or spouse of
such person, or any a relative of such spouse, who has the same home as such
person, and (viii) any Affiliate of such Person.
No person shall become an "Acquiring Person" either: (i) as
the result of an acquisition of Common Stock by the Company which, by reducing
the number of such shares then outstanding, increases the proportionate number
of shares beneficially owned by such person, together with all Affiliates and
Associates of such person, unless such persons, after such share purchases by
the Company, becomes the Beneficial Owner of additional shares of Common Stock
constituting 1% or more of the then outstanding shares of Common Stock (other
than pursuant to a Permitted Offer); or (ii) the Board of Directors of the
Company determines in good faith that a person who would otherwise be an
"Acquiring Person" has become such inadvertently, and such person divests as
promptly as practicable a sufficient number of shares of Common Stock so that
such person would no longer be an Acquiring Person.
Until 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
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 will also constitute the transfer of the Rights associated
with the Common Stock represented by such certificate. Pursuant to the Rights
Agreement, the Company reserves the right to require prior to the occurrence of
a Triggering Event (defined below) that, upon any exercise of Rights, a number
of Rights be exercised so that only whole shares of Preferred Stock will be
issued.
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 in certain circumstances
specified in the Rights Agreement or as otherwise determined by the Board of
Directors, only shares of Common Stock issued prior to the Distribution Date
will be issued with Rights.
The Rights are not exercisable until after the Distribution
Date and until the Rights are no longer redeemable. The Rights will expire at
the close of business on December 9, 2012, unless extended or earlier redeemed
by the Company as described below.
In the event that, at any time following the Distribution
Date, a person becomes an Acquiring Person, except pursuant to a "Permitted
Offer", each holder of a Right will, for a sixty (60) day period (subject to
extension under certain circumstances) thereafter, have the right
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to receive, upon exercise of the Right, Common Stock (or, in certain
circumstances, cash, property or other securities of the Company) having a value
equal to two times the Purchase Price of the Right. A "Permitted Offer" is a
tender offer or exchange offer for (i) all outstanding shares of Common Stock
which remains open for at least sixty (60) calendar days, that is fully financed
and the consideration of which is cash or a publicly traded securities, (ii)
that is accepted by the holders of at least a majority of the then outstanding
shares but excluding therefrom any shares beneficially owned by the Person for
whose benefit the tender offer or exchange offer is being made and its
Affiliates and Associates, (iii) that follows an irrevocable written commitment
to the Company by the Person for whose benefit the offer is made to consummate a
transaction promptly upon the completion of such offer, in which the
consideration offered is cash that is fully financed or a publicly traded
security and whereby all shares of Common Stock not purchased in the offer shall
be acquired at the same price per share as paid in such offer and that such
Person will not make any amendment to the original offer which reduces the per
share price offered or which is in any other respect materially adverse to the
holders of Common Stock (other than the Person on whose behalf such offer is
being made and such Person's Affiliates and Associates), (iv) that is
determined, prior to the purchase of shares pursuant to the tender offer or
exchange offer, by the Company's Board of Directors that the price and other
terms of that tender offer or exchange offer are fair (taking into account all
factors which the Board of Directors may deem relevant, including the Company's
long-term prospects and prices which could reasonably be achieved if the Company
or its assets were sold on an orderly basis designed to realize maximum value)
to stockholders (other than the Person on whose behalf the tender offer is being
made and its Affiliates and Associates) and is otherwise in the best interests
of the Company and its stockholders (other than the person on whose behalf the
tender offer or exchange offer is being made and its Affiliates and Associates)
taking into account all factors the Board of Directors may deem relevant, (v)
the Company's Board of Directors has received an opinion from one or more
nationally recognized investment banking firm selected by the Company's Board of
Directors that the price offered is fair from a financial point of view, and
(vi) the Company's Board of Directors has taken the action contemplated by
clause (iv) by at least a majority of directors who are independent (within the
meaning of Rule 4200 of the NASDAQ Stock Market rules and under applicable
Delaware case law) and disinterested (i.e., the directors are neither the
Acquiring Person or a Person on whose behalf the tender offer is being made, nor
an Affiliate, Associate, nominee or representative of the Acquiring Person or a
Person on whose behalf the tender offer is being made). However, at the option
of the Board of Directors of the Company, during such time as an Acquiring
Person Beneficially Owns an amount of stock less than 50% of the outstanding
Common Stock, the Company may exchange, in whole or in part, each right of each
holder (other than the Acquiring Person or the Acquiring Person's Affiliate or
Associates or their subsequent holders) for one share of Common Stock.
Notwithstanding any of the foregoing, following the occurrence of the event set
forth in this paragraph, all Rights that are, or (under certain circumstances
specified in the Rights Agreement) were, Beneficially Owned by any Acquiring
Person (or any Affiliate or Associate of an Acquiring Person) will be null and
void and nontransferable and any holder of any such Right (including any
purported transferee or subsequent holder) will be unable to exercise or
transfer any such right.
For example, at the initial Purchase Price of $30 per Right,
each Right not owned by an Acquiring Person or an Affiliate or Associate of the
Acquiring Person or any subsequent holder, following an event set forth in the
preceding paragraph would entitle its holder to
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purchase $60 worth of Common Stock (or other consideration, as noted above) for
$30. Assuming that the Common Stock had a per share value of $10 at such time,
the holder of each valid Right would be entitled to purchase six shares of
Common Stock for $30.
In the event that, at any time following the date on which
there has been public announcement or disclosure that a person has become an
Acquiring Person or of facts indicating that such person has become an Acquiring
Person (the "Stock Acquisition Date") (which, for purposes of this paragraph
also includes the date on which there has been a public announcement that any
person has acquired 15% or more of the outstanding shares of Common Stock
pursuant to a Permitted Offer), (i) the Company merges or consolidates with
another corporation or association in a transaction in which the holders of all
of the outstanding shares of Common Stock immediately prior to the consummation
of the transaction are not the holders of all of the surviving corporation's
voting power, or (ii) more than 50% of the Company's assets or earning power is
sold or transferred, in either case with or to an Acquiring Person or any
Affiliate or Associate or any other person in which such Acquiring Person,
Affiliate or Associate has an interest or any person acting on behalf of or in
concert with such Acquiring Person, Affiliate or Associate, or, if in such
transaction all holders of Common Stock are not treated alike, any other person,
then each holder of a Right (except Rights which previously have been voided as
set forth above), shall thereafter have the right to receive upon exercise of
the Right, common stock of the acquiring company having a value equal to two
times the Purchase Price of the Right. The events set forth in this paragraph
and in the preceding paragraph are referred to as the "Triggering Events."
The Purchase Price payable, and the number of Units 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
reclassification of, the Preferred Stock, (ii) if holders of the Preferred Stock
are granted certain rights or warrants to subscribe for or purchase Preferred
Stock at a price, or convertible into Preferred Stock with a conversion price,
less than the current market price of the Preferred Stock, or (iii) upon the
distribution to holders of the Preferred Stock of evidences of indebtedness or
assets 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.
Because of the nature of the Preferred Stock's dividend,
liquidation and voting rights, the value of the one Unit of Preferred Stock
purchasable upon exercise of each Right should approximate the value of one
share of Common Stock. Shares of Preferred Stock purchasable upon exercise of
the Rights will not be redeemable. Preferred Stock will only be entitled to
receive dividends when concurrently declared with the Common Stock and then at a
rate equal to 1,000 times the amount per share to be received by holders of
Common Stock. In the event of liquidation, the holders of shares of Preferred
Stock will be entitled to receive the greater of (i) $1,000 per share, plus
accrued dividends to the date of distribution; or (ii) an amount per share equal
to the product of 1,000 times the aggregate amount to be distributed per share
to holders of Common Stock. Each share of Preferred Stock will have 1,000 votes,
voting together with the shares of Common Stock. These rights are protected by
customary antidilution provisions.
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At any time until ten business days following the Stock
Acquisition Date (or such later date as the Board of Directors may determine),
the Company may redeem the Rights in whole, but not in part, at a price (the
"Redemption Price") of $.01 per Right (payable in cash, Common Stock or other
consideration deemed appropriate by the Board of Directors) by resolution of the
Board of Directors. Immediately upon such 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 Redemption Price.
The Rights Agreement includes a "TIDE" (Three-year Independent
Director Evaluation) provision. Under the TIDE provision, the Board of
Directors' Stockholder Rights Plan Committee composed of independent (as defined
above) and disinterested (as defined above) directors will review the Rights
Plan periodically (at least every three years) in order to consider whether the
maintenance of the Rights Agreement continues to be in the best interests of the
Company and its stockholders. This committee will communicate its conclusions to
the full Board of Directors after each review, including any recommendation as
to whether the Rights Plan should be modified or the Rights should be redeemed.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder 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 stockholders or to the Company, stockholders may,
depending upon the circumstances, recognize taxable income upon the Distribution
Date.
Any of the provisions of the Rights Agreement may be amended
by resolution of the Company's Board of Directors for so long as the Rights are
redeemable, except that the Redemption Price cannot be changed. After the Rights
cease to be redeemable, the provisions of the Rights Agreement, may be amended
from time to time by resolution of the Company's Board of Directors in order to
cure any ambiguity, to make changes which do not adversely affect the interests
of holders of Rights (excluding the interests of any Acquiring Person or its
Affiliates or Associates), or to shorten or lengthen any time period under the
Rights Agreement; provided, however, that no amendment may cause the Rights
again to become redeemable or to be amendable more broadly than contemplated by
this sentence.
This summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights Agreement,
which is incorporated herein by reference.
Item 2. Exhibits.
The following exhibit is filed as a part of this Registration
Statement:
1. Agreement dated as of November 27, 2002, between
Rawlings Sporting Goods Company, Inc. and Mellon
Shareholder Services, LLC, as Rights Agent,
which includes as Exhibit A, the Certificate of
Designation of Series B Junior Participating
Preferred Stock, and as Exhibit B, the Form of
Rights Certificate, and as Exhibit C, a Summary
of the Rights.
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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.
RAWLINGS SPORTING GOODS COMPANY, INC.
Dated: November 29, 2002
/s/ Stephen M. O'Hara
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Stephen M. O'Hara
Chief Executive Officer
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