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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
VIRCO MFG. CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 95-1613718
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
2027 HARPERS WAY
TORRANCE, CALIFORNIA 90501
(Address of principal executive offices) (zip code)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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Preferred Stock Purchase Rights American Stock Exchange
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On October 15, 1996 the Board of Directors of Virco Mfg.
Corporation (the "Company") authorized and declared a dividend of one preferred
stock purchase right (a "Right") for each share of common stock, par value $.01
per share, of the Company (the "Common Shares"). The dividend is payable on
October 25, 1996 (the "Record Date") to the holders of record of Common Shares
as of the close of business on such date.
The following is a brief description of the Rights. It is
intended to provide a general description only and is subject to the detailed
terms and conditions of a Rights Agreement (the "Rights Agreement") dated as of
October 18, 1996 by and between the Company and Chase Manhattan Bank as Rights
Agent (the "Rights Agent").
1. COMMON SHARE CERTIFICATES REPRESENTING RIGHTS
Until the Distribution Date (as defined in Section 2
below), (a) the Rights shall not be exercisable, (b) the Rights shall be
attached to and trade only together with the Common Shares and (c) the stock
certificates representing Common Shares shall also represent the Rights attached
to such Common Shares. Common Share certificates issued after the Record Date
and prior to the Distribution Date shall contain a notation incorporating the
Rights Agreement by reference.
2. DISTRIBUTION DATE
The "Distribution Date" is the earliest of (a) the
tenth business day following the date of the first public announcement that any
person (other than the Company or certain related entities, and with certain
additional exceptions) has become the beneficial owner of 20% or more of the
then outstanding Common Shares (such person is a "20% Stockholder" and the date
of such public announcement is the "20% Ownership Date"), (b) the tenth business
day (or such later day as shall be designated by the Board of Directors)
following the date of the commencement of, or the announcement of an intention
to make, a tender offer or exchange offer, the consummation of which would cause
any person to become a 20% Stockholder or (c) the first date, on or after the
20% Ownership Date, upon which the Company is acquired in a merger or other
business combination in which the Company is not the surviving corporation or in
which the outstanding Common Shares are changed into or exchanged for stock or
assets of another person, or upon which 50% or more of the Company's
consolidated assets or earning power are sold (other than in transactions in the
ordinary course of business). In calculating the percentage of outstanding
Common Shares that are beneficially owned by any person, such person shall be
deemed to beneficially own any Common Shares issuable upon the exercise,
exchange or conversion of any options, warrants or other securities beneficially
owned by such person; provided, however, that such Common Shares issuable upon
such exercise shall not be deemed outstanding for the purpose of calculating the
percentage of Common Shares that are beneficially owned by any other person.
Notwithstanding the foregoing, no person shall be deemed a "20% Stockholder"
until such person becomes the beneficial owner of a percentage of the then
outstanding Common Shares that is at least 1% more than the percentage of the
outstanding Common Shares beneficially owned by such person on October 18, 1996.
In addition, if, after October 18, 1996, any person becomes the beneficial owner
of at least 20% of the then outstanding Common Shares as a result of any
increase in the number of Common Shares issuable upon the exercise, exchange or
conversion of outstanding securities, or any decrease in the number of
outstanding Common Shares resulting from any stock repurchase plan or self
tender offer of the Company, then such person shall not be deemed a "20%
Stockholder" until such person thereafter acquires beneficial ownership of, in
the aggregate, a number of additional Common Shares equal to 1% or more of the
then outstanding Common Shares.
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Upon the close of business on the Distribution Date,
the Rights shall separate from the Common Shares, Right certificates shall be
issued and the Rights shall become exercisable to purchase Preferred Shares as
described in Section 5 below.
3. ISSUANCE OF RIGHT CERTIFICATES
As soon as practicable following the Distribution
Date, separate certificates representing only Rights shall be mailed to the
holders of record of Common Shares as of the close of business on the
Distribution Date, and such separate Right certificates alone shall represent
such Rights from and after the Distribution Date.
4. EXPIRATION OF RIGHTS
The Rights shall expire on October 25, 2006 unless
earlier redeemed or exchanged, unless the Distribution Date has previously
occurred and the Rights have separated from the Common Shares, in which case the
Rights will remain outstanding for ten years.
5. EXERCISE OF RIGHTS
Unless the Rights have expired or been redeemed or
exchanged, they may be exercised, at the option of the holders, pursuant to
paragraphs (a), (b) or (c) below. No Right may be exercised more than once or
pursuant to more than one of such paragraphs. From and after the first event of
the type described in paragraphs (b) or (c) below, each Right that is
beneficially owned by a 20% Stockholder or that was attached to a Common Share
that is subject to an option beneficially owned by a 20% Stockholder shall be
void.
(a) Right to Purchase Preferred Shares. From and
after the close of business on the Distribution Date, each Right (other
than a Right that has become void) shall be exercisable to purchase one
one-hundredth of a share of Series A Junior Participating Cumulative
Preferred Stock, par value $.01 per share, of the Company (the
"Preferred Shares"), at an exercise price of $50 (fifty dollars) (the
"Exercise Price"). Prior to the Distribution Date, the Company may
substitute for all or any portion of the Preferred Shares that would
otherwise be issuable upon exercise of the Rights, cash, assets or
other securities having the same aggregate value as such Preferred
Shares. The Preferred Shares are nonredeemable and, unless otherwise
provided in connection with the creation of a subsequent series of
preferred stock, are subordinate to any other series of the Company's
preferred stock, whether issued before or after the issuance of the
Preferred Shares. The Preferred Shares may not be issued except upon
exercise of Rights. The holder of a Preferred Share is entitled to
receive when, as and if declared, the greater of (i) cash and non-cash
dividends in an amount equal to 100 times the dividends declared on
each Common Share or (ii) a preferential annual dividend of $1.00 per
Preferred Share ($.01 per one one-hundredth of a Preferred Share). In
the event of liquidation, the holders of Preferred Shares shall be
entitled to receive a liquidation payment in an amount equal to the
greater of (1) $1.00 per Preferred Share ($.01 per one one-hundredth of
a Preferred Share), plus all accrued and unpaid dividends and
distributions on the Preferred Shares, or (2) an amount equal to 100
times the aggregate amount to be distributed per Common Share. Each
Preferred Share has 100 votes, voting together with the Common Shares.
In the event of any merger, consolidation or other transaction in which
Common Shares are exchanged, the holder of a Preferred Share shall be
entitled to receive 100 times the amount received per Common Share. The
rights of the Preferred Shares as to dividends, voting and liquidation
preferences are protected by antidilution provisions. It is anticipated
that the value of one one-hundredth of a Preferred Share should
approximate the value of one Common Share.
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(b) Right to Purchase Common Shares of the Company.
From and after the close of business on the tenth business day
following the 20% Ownership Date, each Right (other than a Right that
has become void) shall be exercisable to purchase, at the Exercise
Price (initially $50), Common Shares with a market value equal to two
times the Exercise Price. If the Company does not have sufficient
Common Shares available for all Rights to be exercised, the Company
shall substitute for all or any portion of the Common Shares that would
otherwise be issuable upon the exercise of the Rights, cash, assets or
other securities having the same aggregate value as such Common Shares.
(c) Right to Purchase Common Stock of a Successor
Corporation. If, on or after the 20% Ownership Date, (i) the Company is
acquired in a merger or other business combination in which the Company
is not the surviving corporation, (ii) the Company is the surviving
corporation in a merger or other business combination in which all or
part of the outstanding Common Shares are changed into or exchanged for
stock or assets of another person or (iii) 50% or more of the Company's
consolidated assets or earning power are sold (other than in
transactions in the ordinary course of business), then each Right
(other than a Right that has become void) shall thereafter be
exercisable to purchase, at the Exercise Price (initially $50), shares
of common stock of the surviving corporation or purchaser,
respectively, with an aggregate market value equal to two times the
Exercise Price.
6. ADJUSTMENTS TO PREVENT DILUTION
The Exercise Price, the number of outstanding Rights
and the number of Preferred Shares or Common Shares issuable upon exercise of
the Rights are subject to adjustment from time to time as set forth in the
Rights Agreement in order to prevent dilution. With certain exceptions, no
adjustment in the Exercise Price shall be required until cumulative adjustments
require an adjustment of at least 1%.
7. CASH PAID INSTEAD OF ISSUING FRACTIONAL SECURITIES
No fractional securities shall be issued upon
exercise of a Right (other than fractions of Preferred Shares that are integral
multiples of one one-hundredth of a Preferred Share and that may, at the
election of the Company, be evidenced by depositary receipts) and in lieu
thereof, an adjustment in cash shall be made based on the market price of such
securities on the last trading date prior to the date of exercise.
8. REDEMPTION
At any time prior to the earlier of (a) the tenth
business day (or such later day as shall be designated by the Board of
Directors) following the date of the commencement of, or the announcement of an
intention to make, a tender offer or exchange offer, the consummation of which
would cause any person to become a 20% Stockholder, (b) the tenth business day
after the 20% Ownership Date or (c) the first event of the type giving rise to
exercise rights under Section 5(c) above, the Board of Directors may, at its
option, direct the Company to redeem the Rights in whole, but not in part, at a
price of $.001 per Right (the "Redemption Price"), and the Company shall so
redeem the Rights. Immediately upon such action by the Board of Directors (the
date of such action is the "Redemption Date"), the right to exercise Rights
shall terminate and the only right of the holders of Rights thereafter shall be
to receive the Redemption Price.
9. EXCHANGE
At any time after the 20% Ownership Date and prior to
the first date thereafter upon which a 20% Stockholder shall be the beneficial
owner of 50% or more of the outstanding Common Shares, the Board of Directors
may, at its option, direct the Company to
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exchange all, but not less than all, of the then outstanding Rights for Common
Shares at an exchange ratio per Right equal to that number of Common Shares
which, as of the date of the Board of Directors' action, has a current market
price equal to the difference between the Exercise Price and the current market
price of the shares that would otherwise be issuable upon exercise of a Right on
such date (the "Exchange Ratio"), and the Company shall so exchange the Rights.
Immediately upon such action by the Board of Directors, the right to exercise
Rights shall terminate and the only right of the holders of Rights thereafter
shall be to receive a number of Common Shares equal to the Exchange Ratio.
10. NO STOCKHOLDER RIGHTS PRIOR TO EXERCISE
Until a Right is exercised, the holder thereof, as
such, shall have no rights as a stockholder of the Company (other than rights
resulting from such holder's ownership of Common Shares), including, without
limitation, the right to vote or to receive dividends.
11. AMENDMENT OF RIGHTS AGREEMENT
The Board of Directors may, from time to time,
without the approval of any holder of Rights, direct the Company and the Rights
Agent to supplement or amend any provision of the Rights Agreement in any
manner, whether or not such supplement or amendment is adverse to any holder of
Rights, and the Company and the Rights Agent shall so supplement or amend such
provision; provided, however, that from and after the earliest of (a) the tenth
business day (or such later day as shall be designated by the Board of
Directors) following the date of the commencement of, or the announcement of an
intention to make, a tender offer or exchange offer, the consummation of which
would cause any person to become a 20% Stockholder, (b) the 20% Ownership Date,
(c) the first event of the type giving rise to exercise rights under Section
5(c) above, or (d) the Redemption Date, the Rights Agreement shall not be
supplemented or amended in any manner that would materially and adversely affect
any holder of outstanding Rights other than a 20% Stockholder; and provided
further that from and after the first date upon which there shall exist a 20%
Stockholder, the Rights Agreement shall not be supplemented or amended in any
manner without the approval of a majority of the Company's directors who were
directors prior to such date.
ITEM 2. EXHIBITS
Attached hereto as an exhibit and incorporated herein by
reference is the Rights Agreement dated as of October 18, 1996 by and between
the Company and Chase Manhattan Bank, as Rights Agent, and which includes as
Exhibit A thereto the form of Certificate of Designations of Series A Junior
Participating Cumulative Preferred Stock, as Exhibit B thereto the form of
Right Certificate and as Exhibit C thereto the Summary of Rights.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
and Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed by on its behalf by the undersigned, thereto duly
authorized.
VIRCO MFG. CORPORATION
Dated: October 24, 1996 By /s/ JAMES R. BRAAM
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James R. Braam
Vice President - Finance
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EXHIBIT INDEX
Exhibit No.
1 Rights Agreement dated as of October 18, 1996 by and between the
Company and Chase Manhattan Bank, as Rights Agent, and which includes
as Exhibit A thereto the form of Certificate of Designations of Series
A Junior Participating Cumulative Preferred Stock, as Exhibit B
thereto the form of Right Certificate and as Exhibit C thereto the
Summary of Rights.
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