UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
July 12, 2002 (Date of earliest event reported)
MATRIXX INITIATIVES, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 0-27646 87-0482806
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
2375 East Camelback Road, Suite 500
Phoenix, Arizona 85016
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (602) 387-5338
ITEM 5. OTHER EVENTS.
On July 12, 2002, the Board of Directors of Matrixx Initiatives, Inc.
("MATRIXX") adopted a shareholder rights plan, in the form of a Rights Agreement
dated as of July 22, 2002, by and between Matrixx and Corporate Stock Transfer,
Inc., as Rights Agent.
On July 12, 2002, the Board of Matrixx declared a dividend of one preferred
share purchase right (a "RIGHT") for each outstanding share of common stock, par
value $.001 per share, of Matrixx (the "COMMON STOCK"). The dividend is payable
on July 22, 2002 (the "RECORD DATE") to the stockholders of record on that date.
Each Right entitles the registered holder to purchase from Matrixx one
one-thousandth of a share of Series A Junior Participating Preferred Stock, par
value $.001 per share, of Matrixx (the "PREFERRED STOCK") at a price of $50.79
per one one-thousandth of a share of Preferred Stock (the "PURCHASE PRICE"),
subject to adjustment. The description and terms of the Rights are set forth in
a Rights Agreement dated as of July 22, 2002, as the same may be amended from
time to time (the "RIGHTS AGREEMENT"), between Matrixx and Corporate Stock
Transfer, Inc., as Rights Agent (the "RIGHTS AGENT").
Until the earlier to occur of (i) 10 days following a public announcement
that a person or group of affiliated or associated persons (with certain
exceptions, an "ACQUIRING PERSON") has acquired beneficial ownership of 15% or
more of the outstanding shares of Common Stock or (ii) 10 business days (or such
later date as may be determined by action of the Board of Directors prior to
such time as any person or group of affiliated persons becomes an Acquiring
Person) following the commencement of, 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 or group of 15% or more of the outstanding
shares of Common Stock (the earlier of such dates being called the "DISTRIBUTION
DATE"), the Rights will be evidenced, with respect to any of the Common Stock
certificates outstanding as of the Record Date, by such Common Stock certificate
together with a Summary of Rights, a copy of which is attached as Exhibit C to
the Rights Agreement.
The Rights Agreement provides that, until the Distribution Date (or earlier
expiration of the Rights), the Rights will be transferred with and only with the
Common Stock. Until the Distribution Date (or earlier expiration of the Rights),
new Common Stock certificates issued after the Record Date upon transfer or new
issuances of Common Stock will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier expiration of
the Rights), the surrender for transfer of any certificates for shares of Common
Stock outstanding as of the Record Date, even without such notation or a copy of
this Summary of Rights, will also constitute the transfer of the Rights
associated with the shares of Common Stock represented by such certificate. As
soon as practicable following the Distribution Date, separate certificates
evidencing the Rights ("RIGHT 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 Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights will
expire on July 22, 2012 (the "FINAL EXPIRATION DATE"), unless the Final
Expiration Date is advanced or extended or unless the Rights are earlier
redeemed or exchanged by Matrixx, in each case as described below.
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The Purchase Price payable, and the number of shares of Preferred Stock or
other securities or property issuable, upon exercise of the Rights is 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 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 evidences of indebtedness or
assets (excluding regular periodic cash dividends or dividends payable in
Preferred Stock) or of subscription rights or warrants (other than those
referred to above).
The number of outstanding Rights is subject to adjustment in the event of a
stock dividend on the Common Stock payable in shares of Common Stock or
subdivisions, consolidations or combinations of the Common Stock occurring, in
any such case, prior to the Distribution Date.
Shares of Preferred Stock purchasable upon exercise of the Rights will not
be redeemable. Each share of Preferred Stock will be entitled, when, as and if
declared, to a minimum preferential quarterly dividend payment of $1.00 per
share but will be entitled to an aggregate dividend of 1,000 times the dividend
declared per share of Common Stock. In the event of liquidation, dissolution or
winding up of Matrixx, the holders of the Preferred Stock will be entitled to a
minimum preferential payment of $1,000 per share (plus any accrued but unpaid
dividends) but will be entitled to an aggregate payment of 1,000 times the
payment made per share of Common Stock. Each share of Preferred Stock will have
1,000 votes, voting together with the Common Stock. Finally, in the event of any
merger, consolidation or other transaction in which outstanding shares of Common
Stock are converted or exchanged, each share of Preferred Stock will be entitled
to receive 1,000 times the amount received per share of Common Stock. These
rights are protected by customary antidilution provisions.
Because of the nature of the Preferred Stock's dividend, liquidation and
voting rights, the value of the one one-thousandth interest in a share of
Preferred Stock purchasable upon exercise of each Right should approximate the
value of one share of Common Stock.
In the event that any person or group of affiliated or associated persons
becomes an Acquiring Person, each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will thereupon become void),
will thereafter have the right to receive upon exercise of a Right that number
of shares of Common Stock having a market value of two times the exercise price
of the Right.
In the event that, after a person or group has become an Acquiring Person,
Matrixx is acquired in a merger or other business combination transaction or 50%
or more of its consolidated assets or earning power are sold, proper provisions
will be made so that each holder of a Right (other than Rights beneficially
owned by an Acquiring Person which will have become void) will thereafter have
the right to receive upon the exercise of a Right that number of shares of
common stock of the person with whom Matrixx has engaged in the foregoing
transaction (or its parent) that at the time of such transaction have a market
value of two times the exercise price of the Right.
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At any time after any person or group becomes an Acquiring Person and prior
to the earlier of one of the events described in the previous paragraph or the
acquisition by such Acquiring Person of 50% or more of the outstanding shares of
Common Stock, the Board of Directors of Matrixx may exchange the Rights (other
than Rights owned by such Acquiring Person which will have become void), in
whole or in part, for shares of Common Stock or Preferred Stock (or a series of
Matrixx's preferred stock having equivalent rights, preferences and privileges),
at an exchange ratio of one share of Common Stock, or a fractional share of
Preferred Stock (or other preferred stock) equivalent in value thereto, per
Right.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional shares of Preferred Stock or Common Stock
will be issued (other than fractions of Preferred Stock which are integral
multiples of one one-thousandth of a share of Preferred Stock, which may, at the
election of Matrixx, be evidenced by depositary receipts), and in lieu thereof
an adjustment in cash will be made based on the current market price of the
Preferred Stock or the Common Stock.
At any time prior to the time an Acquiring Person becomes such, the Board
of Directors of Matrixx may redeem the Rights in whole, but not in part, at a
price of $.01 per Right (the "REDEMPTION PRICE") payable, at the option of
Matrixx, in cash, shares of Common Stock or such other form of consideration as
the Board of Directors of Matrixx shall determine. The redemption of the Rights
may be made effective at such time, on such basis and with such conditions as
the Board of Directors in its sole discretion may establish. Immediately upon
any 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.
For so long as the Rights are then redeemable, Matrixx may, except with
respect to the Redemption Price, amend the Rights Agreement in any manner. After
the Rights are no longer redeemable, Matrixx may, except with respect to the
Redemption Price, amend the Rights Agreement in any manner that does not
adversely affect the interests of holders of the Rights.
Until a Right is exercised or exchanged, the holder thereof, as such, will
have no rights as a stockholder of Matrixx, including, without limitation, the
right to vote or to receive dividends.
A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated
and filed by Matrixx on July 23, 2002. This summary description of the Rights
does not purport to be complete and is qualified in its entirety by reference to
the Rights Agreement, as the same may be amended from time to time, which is
hereby incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
10.1 Rights Agreement dated as of July 22, 2002 by and between Matrixx
Initiatives, Inc. and Corporate Stock Transfer, Inc.*
99.1 Matrixx Initiatives, Inc. Press Release dated July 22, 2002 entitled
"Matrixx Initiatives, Inc. Adopts Shareholder Rights Agreement"
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* Incorporated by reference to the Registrant's Registration Statement on
Form 8-A filed July 23, 2002 (File No. 000-27646).
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MATRIXX INITIATIVES, INC.
(Registrant)
/s/ William J. Hemelt
----------------------------------------
William J. Hemelt
Executive Vice President, Chief
Financial Officer, Treasurer and
Secretary
Date: July 23, 2002
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
10.1 Rights Agreement dated as of July 22, 2002 by and between Matrixx
Initiatives, Inc. and Corporate Stock Transfer, Inc.*
99.1 Matrixx Initiatives, Inc. Press Release dated July 22, 2002 entitled
"Matrixx Initiatives, Inc. Adopts Shareholder Rights Agreement"
- ----------
* Incorporated by reference to the Registrant's Registration Statement on
Form 8-A filed July 23, 2002 (File No. 000-27646).