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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): November 6, 1998
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RENEX CORP.
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(Exact name of registrant as specified in its charter)
FLORIDA 0-23165 65-0422087
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(State or other jurisdiction (Commission File No.) (IRS Employer Identification No.)
of incorporation)
2100 Ponce de Leon Boulevard, Suite 950, Coral Gables, Florida 33134
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(Address of principal executive office and Zip Code)
Registrant's telephone number, including area code: (305) 448-2044
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NOT APPLICABLE
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(Former name or former address, if changed since last report)
Exhibit Index on Page 5
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Item 5. Other Events.
On November 5, 1998, the Board of Directors of Renex Corp. (the
"Company") declared a dividend distribution of one Right for each outstanding
share of common stock, $.001 par value (the "Common Stock"), of the Company to
shareholders of record at the close of business on November 6, 1998 (the "Record
Date") and authorized the issuance of one Right with respect to each share of
Common Stock that becomes outstanding between the Record Date and November 6,
2008 or such earlier time as the Rights are redeemed. Except as described below,
each Right, when exercisable, entitles the registered holder to purchase from
the Company one one-hundredth of a share of Series A Junior Participating
Preferred Stock, $.001 par value (the "Preferred Stock"), at a price of $25 per
one one-hundredth of a share (the "Purchase Price"), subject to adjustment. The
terms of the Rights are set forth in a Rights Agreement (the "Rights Plan")
between the Company and Continental Stock Transfer and Trust Company, as Rights
Agent, included as an exhibit to this Current Report on Form 8-K. The
description of the Rights set forth below does not purport to be complete and is
qualified in its entirety by reference to the Rights Plan.
Initially, the Rights will be attached to all certificates
representing Common Stock then outstanding and no separate Rights Certificates
would be distributed. The Rights will separate from the Common Stock and a
Distribution Date will occur upon the earlier of:
(a) ten (10) 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 20% or more
of the outstanding Common Shares, the date of such announcement being the "Share
Acquisition Date";
(b) ten (10) business days (or such later date as the Board shall
determine) following the commencement or announcement of an intention to make a
tender offer or exchange offer the consummation of which would result in the
beneficial ownership by a person of 20% or more of such outstanding Common
Shares; or
(c) a determination by the Board of Directors of the Company (the
"Board") that a person or group is an "Adverse Person."
The Rights Plan contains an exemption from the definition of
Acquiring Person for any issuance of Common Stock by the Company directly to any
person (for example, in a private placement or an acquisition by the Company in
which Common Stock is used as consideration), even if that person would become
the beneficial owner of 20% or more of the Common Stock, provided that such
person does not acquire any additional shares of Common Stock.
A person may be declared an Adverse Person upon (a) a
determination that such person, alone or together with its affiliates and
associates, has become, or has expressed an intention to become, the owner of an
amount of Common Shares which the Board determines to be substantial (which may
not be less than 10% of the Common Shares then outstanding) and (b) a
determination by at least a majority of the Board who are not officers of the
Company and are not representatives or associates of the Acquiring Person or
Adverse Persons ("Independent Directors") after reasonable inquiry and
investigation, that such ownership (i) is intended to cause the Company to
repurchase the Common Shares owned by such person or to cause the Company to
take actions or enter into transactions which are intended to provide such
person with a short term financial gain and which are
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not in the best long term interests of the Company and its stockholders or (ii)
is causing, or is reasonably likely to cause, a material adverse impact on the
Company.
Until the Distribution Date, (i) the Rights would be evidenced by
the Common Stock Certificates and would be transferred with and only with such
Common Stock Certificates, (ii) new Common Stock Certificates received 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 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 (as 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.
Each whole share of Preferred Stock will have a minimum
preferential quarterly dividend rate equal to the greater of $100 per share or,
subject to anti-dilution adjustment, 100 times the dividend declared on the
Common Stock. In the event of liquidation, no distribution will be made to the
holders of Common Stock unless, prior thereto, the holders of the Preferred
Stock have received a liquidation preference of $100 per share, plus accrued and
unpaid dividends. Holders of the Preferred Stock will be entitled to notice of
and to vote at any meeting of the Company's shareholders. Each whole share of
Preferred Stock is entitled to one vote. Such shares do not have cumulative
voting rights. The Preferred Stock, together with the issued and outstanding
shares of the other preferred stocks of the Company, will be expressly entitled,
as one class, to elect a majority of directors (the Common Stock electing the
minority) whenever dividends on any of the preferred stocks shall be in default
in the amount of four quarterly payments and thereafter until all such dividends
in default shall have been paid. In the event of any merger, consolidation, or
other transaction in which shares of Common Stock are exchanged for or converted
into other securities and/or property, each whole share of Preferred Stock will
be entitled to receive, subject to anti-dilution adjustment, 100 times the
amount into which or for which each share of Common Stock is so exchanged or
converted. The shares of Preferred Stock are not redeemable by the Company.
The Rights are not exercisable until the Distribution Date and
will expire on November 6, 2008, unless earlier redeemed by the Company as
described below.
As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to all holders of record of Common Stock at the
close of business on the Distribution Date. Thereafter, the separate Rights
Certificates alone will represent the Rights. Except as otherwise determined by
the Board, only Common Shares issued prior to the Distribution Date will be
issued with Rights.
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 reclassification of the
Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of
certain rights or warrants to subscribe for Preferred Stock or convertible
securities at 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 (excluding regular periodic cash dividends out of
retained earnings) 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 will be issued and,
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in lieu thereof, cash payments will be made based on the market price of the
Preferred Stock on the last trading day prior to the date of exercise.
In the event:
(a) the Company is the surviving corporation in a merger with an
Acquiring Person or Adverse Person and its Common Shares are not changed or
exchanged,
(b) a Person becomes an Acquiring Person (except pursuant to an
offer for all outstanding Common Shares which a majority of the Independent
Directors determined to be fair to, and otherwise in the best interest of the
Company, and its Stockholders (a "Fair Offer"),
(c) an Acquiring Person or Adverse Person engages in one or more
"self dealing" transactions set forth in the Rights Agreement, or
(d) a Person is determined to be an Adverse Person,
(a "Triggering Event") then each holder of a Right will thereafter have the
Right to receive, upon exercise, Common Shares (or, in certain circumstances,
cash, property or other securities of the Company) having a value equal to two
times the exercise price of the Right. Notwithstanding any of the foregoing,
following the occurrence of a Triggering Event set forth in this paragraph, all
Rights that are, or (under certain circumstances specified in the Rights
Agreement) were beneficially owned by an Acquiring Person or Adverse Person will
be null and void. Moreover, Rights are not exercisable following the occurrence
of either of the events set forth above until such time as the Rights are no
longer redeemable by the Company as set forth below.
For example, at an exercise price of $25.00 per Right, each Right
not owned by an Acquiring Person or Adverse Person (or certain related parties)
following an event set forth in the preceding paragraph could entitle the holder
to purchase $50.00 worth of Common Shares (or other consideration as noted
above) for the $25.00 Purchase Price. Assuming that the Common Shares have a per
share value of $10.00 at such time, the holder of each valid Right would be
entitled to purchase five (5) Common Shares for $25.00.
In the event that at any time after a Share Acquisition Date:
(a) the Company is acquired in a merger or other business
combination transaction (other than a merger described in the second preceding
paragraph or a merger which followed a Fair Offer); or
(b) more than 50% of its assets or earning power were sold or
transferred,
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, the
common stock, or the equivalent equity securities, of the acquiring company
which have a value equal to two times the exercise price of the Right. (The
events set forth in this paragraph and in the second preceding paragraph are
referred to as "Triggering Events").
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In general, the Company may redeem the Rights in whole, but not
in part, at any time until a determination that a person is an Adverse Person
and until ten (10) days following the Share Acquisition Date at a price of $.001
per Right (payable in cash, Common Shares or other consideration deemed
appropriate by the Board). Under certain circumstances set forth in the Rights
Agreement, the decision to redeem shall require the concurrence of a majority of
the Continuing Directors. Immediately upon the action of the Board, ordering the
Rights to be redeemed (with where specifically required, the concurrence of the
Continuing Directors), the Rights will terminate and the only right of the
holders of Rights will be to receive the $.001 Redemption Price.
The term "Continuing Directors" means any member of the Board who
was a member of the Board prior to the execution of the Rights Agreement, and
any person who is subsequently elected to the Board, if such person is
recommended or approved by a majority of the Continuing Directors, but shall not
include an Acquiring Person, Adverse Person or an Affiliate or Associate of the
Acquiring Person or Adverse Person, or any representative of the foregoing
entities.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company (other than such rights as a
holder of Common Shares), 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 in the event that the Rights becomes
exercisable for Common Shares (or other consideration) of the Company or common
stock of the acquiring company as set forth above.
Other than those provisions relating to the principal economic
terms of the Rights, any of the provisions of the Rights Agreement may be
amended by the Board prior to the Distribution Date. After the Distribution
Date, the provisions of the Rights Agreement may be amended by the Board (in
certain circumstances, with the concurrence of the Continuing Directors) in
order to cure any ambiguity, to make changes which do not adversely affect the
interest of holders of Rights (excluding the interests of any Acquiring Person
or Adverse Person), or to shorten or lengthen any time period under the Rights
Agreement; provided, however, that no amendment to adjust the time period
governing redemption shall be made at any time as the Rights are not redeemable.
As of November 6, 1998, there were 6,977,372 shares of Common
Stock outstanding. Each share of Common Stock outstanding on and after November
6, 1998 will receive one Right. An aggregate of 200,000 shares of Preferred
Stock will be reserved for issuance in the event of exercise of the Rights.
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, and under certain circumstances the
Rights beneficially owned by such a person or group may become void. The Rights
should not interfere with any merger or other business combination approved by
the Board of Directors because, if the Rights would become exercisable as a
result of such merger or business combination, the Board of Directors may, at
its option, at any time prior to the time that any Person becomes an Acquiring
Person, redeem all (but not less than all) of the then outstanding Rights at the
Redemption Price.
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Item 7. Financial Statements and Exhibits:
(a) Financial Statements
None
(b) Exhibits
4.1 Rights Agreement dated as of November 6, 1998 by and
between Renex Corp. and Continental Stock Transfer and
Trust Company, as Rights Agent.
99.1 Text of Press Release relating to the declaration of the
Rights dated November 5, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
RENEX CORP., a Florida corporation
DATE: November 6, 1998 By: /s/ James P. Shea
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JAMES P. SHEA
President/Chief Executive Officer
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EXHIBIT LIST
Exhibit
No. Description
4.1 Agreement, dated as of November 6, 1998, between Renex Corp. and
Continental Stock Transfer Company, as Rights Agent, including the
form of Certificate of Designation, Preferences and Rights of Series
a Junior Participating Preferred Stock as Exhibit A, the form of
Right Certificate as Exhibit B and the Summary of Rights to Purchase
Preferred Stock as Exhibit C.
99.1 Text of Press Release relating to the declaration of the Rights
dated November 5, 1998.
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