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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) December 21, 1998
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COHR Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-27506 95-4559155
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
21540 Plummer Street, Chatsworth, California 91311
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (818) 773-2647
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n/a
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. Other Events
On November 23, 1998, the Board of Directors of COHR Inc. (the
"Company") declared a dividend of one preferred share purchase right (a "Right")
for each outstanding share of Common Stock, par value $0.01 per share (the
"Common Shares"), of the Company. The Rights will be issued to the holders of
record of Common Shares outstanding on December 21, 1998, and with respect to
Common Shares issued thereafter until the Distribution Date (as defined below)
and, in certain circumstances, with respect to Common Shares issued after the
Distribution Date. Each Right, when it becomes exercisable as described below,
will entitle the registered holder to purchase from the Company one
one-thousandth (1/1000th) of a share of Series A Junior Participating Cumulative
Preferred Stock, no par value per share (the "Preferred Shares"), of the Company
at a price of twenty dollars ($20.00) (the "Purchase Price"), subject to
adjustment. The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement") between the Company and ChaseMellon
Shareholder Services LLC, as Rights Agent (the "Rights Agent").
Until the earlier of (i) such time as the Company learns that
a person or group (including any affiliate or associate of such person or group)
has acquired, or has obtained the right to acquire, beneficial ownership of more
than 15% of the outstanding Common Shares (such person or group being an
"Acquiring Person"), and (ii) such date, if any, as may be designated by the
Board of Directors of the Company following the commencement of, or first public
disclosure of an intent to commence, a tender or exchange offer for outstanding
Common Shares which could result in such person or group becoming the beneficial
owner of more than 15% of the outstanding Common Shares (the earlier of such
dates being called the "Distribution Date"), the Rights will be evidenced by the
certificates for Common Shares registered in the names of the holders thereof
(which certificates for Common Shares shall also be deemed to be Right
Certificates, as defined below) and not by separate Right Certificates.
Therefore, until the Distribution Date, the Rights will be transferred with and
only with the Common Shares.
Excluded from the definition of "Acquiring Person" are (i) the
Company, its subsidiaries and any employee benefit plan of the Company or its
subsidiaries, (ii) any person (A) who acquires beneficial ownership of greater
than 15% of the outstanding Common Shares because of a change in the number of
Common Shares outstanding or based on a good faith belief in reliance on
inaccurate or out of date publicly filed reports of the Company that such
acquisition would not cause such beneficial ownership to exceed 15% or cause a
Distribution Date (as defined below), or (B) otherwise inadvertently acquires
beneficial ownership of greater than 15% of the outstanding Common Shares, and
(iii) any "Grandfathered Stockholder." A Grandfathered Stockholder is defined as
any person or group (including any associate and affiliate of such person or
group) who or which holds at the date of the Rights Agreement greater than 15%
of the outstanding Common Shares, unless such person or group (alone or together
with any associate or affiliate of such person or group) without the prior
written approval of the Board of Directors, acquires or proposes to acquire
beneficial ownership of additional Common Shares which exceed 1% of the Common
Shares then outstanding. Notwithstanding the foregoing, if any person that
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is excluded as an "Acquiring Person" due to clause (ii) above does not reduce
its beneficial ownership to 15% or less by the fifth business day after notice
from the Company that such person's beneficial ownership of Common Shares
exceeds 15%, such person shall, at the end of such 5-day period, become an
"Acquiring Person."
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 Shares as of the close of business on
the Distribution Date (and to each initial record holder of certain Common
Shares originally issued after the Distribution Date), and such separate Rights
Certificates alone will therefore evidence the Rights.
The Rights are not exercisable until the Distribution Date and
will expire on November 23, 2008 (the "Expiration Date") unless earlier redeemed
by the Company as described below.
The number of Preferred Shares or other securities issuable
upon exercise of a Right, the Purchase Price, the Redemption Price (as defined
below) and the number of Rights associated with each outstanding Common Share
are all subject to adjustment by the Board of Directors of the Company in the
event of any change in the Common Shares or the Preferred Shares, whether by
reason of stock dividends, stock splits, recapitalizations, mergers,
consolidations, combinations or exchanges of securities, split-ups, split-offs,
spin-offs, liquidations, other similar changes in capitalization, any
distribution or issuance of cash, assets, evidences of indebtedness or
subscription rights, options or warrants to holders of Common Shares or
Preferred Shares, as the case may be (other than the distribution of Rights or
regular quarterly cash dividends), or otherwise.
The Preferred Shares are authorized to be issued in fractions
which are an integral multiple of one one-thousandth (1/1000th) of a Preferred
Share. The Company may, but is not required to, issue fractions of shares upon
the exercise of Rights, and, in lieu of fractional shares, the Company may issue
certificates or utilize a depositary arrangement as provided by the terms of the
Preferred Shares and, in the case of fractions other than one one-thousandth
(1/1000th) of a Preferred Share or integral multiples thereof, may make a cash
payment based on the market price of such shares.
At such time as there is an Acquiring Person, the Rights will
entitle each holder of a Right (other than such Acquiring Person or an affiliate
or associate of such Acquiring Person) to purchase, for the Purchase Price, that
number of one one-thousandths (1/1000ths) of a Preferred Share equivalent to the
number of Common Shares which at the time of such event would have a market
value of twice the Purchase Price.
If the Company is acquired in a merger or other business
combination by an Acquiring Person or an associate or affiliate of an Acquiring
Person that is a publicly traded corporation, or if 50% or more of
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the Company's assets or assets representing 50% or more of the Company's
revenues or cash flow are sold, leased, exchanged or otherwise transferred (in
one or more transactions) to an Acquiring Person or an associate or affiliate of
an Acquiring Person that is a publicly traded corporation, each Right will
entitle its holder (subject to the next paragraph) to purchase, for the Purchase
Price, that number of common shares of such corporation which at the time of the
transaction would have a market value of twice the Purchase Price. If the
Company is acquired in a merger or other business combination by an Acquiring
Person or an associate or affiliate of an Acquiring Person that is not a
publicly traded entity, or if 50% or more of the Company's assets or assets
representing 50% or more of the Company's revenues or cash flow are sold,
leased, exchanged or otherwise transferred (in one or more transactions) to an
Acquiring Person or an associate or affiliate of an Acquiring Person that is not
a publicly traded entity, each Right will entitle its holder (subject to the
next paragraph) to purchase for the Purchase Price at such holder's option, (i)
that number of shares of the surviving corporation in the transaction with such
entity (which surviving corporation could be the Company) which at the time of
the transaction would have a book value of twice the Purchase Price, (ii) that
number of shares of such entity which at the time of the transaction would have
a book value of twice the Purchase Price, or (iii) if such entity has an
affiliate which has publicly traded common shares, that number of common shares
of such affiliate which at the time of the transaction would have a market value
of twice the purchase price.
Any Rights that are, at any time, beneficially owned by an
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.
At any time prior to the earlier of (i) such time as a Person
becomes an Acquiring Person and (ii) the Expiration Date, the Board of Directors
may redeem the Rights in whole, but not in part, at a price (in cash or Common
Shares or other securities of the Company deemed by the Board of Directors to be
at least equivalent in value) of $.001 per Right, subject to adjustment as
provided in the Rights Agreement (the "Redemption Price"); provided, however,
that, for the 120-day period after any date of a change (resulting from a proxy
or consent solicitation) in a majority of the Board of Directors of the Company
in office at the commencement of such solicitation, the Rights may only be
redeemed if (A) there are directors then in office who were in office at the
commencement of such solicitation and (B) the Board of Directors of the Company,
with the concurrence of a majority of such directors then in office, determines
that such redemption is, in its judgment, in the best interests of the Company
and its shareholders.
Immediately upon the action of the Board of Directors of the
Company electing to redeem the Rights, and without any further action and
without any notice, the right to exercise the Rights will terminate and the only
right of the holders of the Rights will be to receive the Redemption Price.
After there is an Acquiring Person, the Board of Directors may
elect to exchange each Right (other than Rights that shall have become null and
void and nontransferable as
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described above) for consideration per Right consisting of one-half of the
securities that would be issuable at such time upon the exercise of one Right
pursuant to the terms of the Rights Agreement.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a shareholder of the Company, including, without limitation,
the right to vote or to receive dividends.
At any time prior to the Distribution Date, the Company may,
without the approval of any holder of the Rights, supplement or amend any
provision of the Rights Agreement (including the date on which the Distribution
Date shall occur, the time during which the Rights may be redeemed or the terms
of the Preferred Shares), except that no supplement or amendment shall be made
which reduces the Redemption Price (other than pursuant to certain adjustments
therein) or provides for an earlier Expiration Date. Among other permitted
amendments, the Board may reduce the threshold for becoming an Acquiring Person
or otherwise causing the Distribution Date to occur from 15% to any percentage
not less than the greater of (a) the highest percentage known by the Company to
be beneficially owned by any person or group (other than the Company, its
subsidiaries, any employee benefit plan of the Company and any Grandfathered
Stockholder) or (b) 10%. However, during the 120-day period after any date of a
change (resulting from a proxy or consent solicitation) in a majority of the
Board of Directors of the Company in office at the commencement of such
solicitation, this Rights Agreement may be supplemented or amended only if (A)
there are directors then in office who were in office at the commencement of
such solicitation and (B) the Board of Directors of the Company, with the
concurrence of a majority of such directors then in office, determines that such
supplement or amendment is, in their judgment, in the best interests of the
Company and its shareholders.
The Rights have effects that will render difficult an
acquisition of the Company without the approval of the Company's Board of
Directors. The Rights will cause substantial dilution to a person or group that
attempts to acquire the Company without conditioning the offer on substantially
all the Rights being acquired. The Rights will not interfere with any merger or
other business combination approved by the Board of Directors of the Company
since the Board of Directors of the Company may, at its option, at any time
prior to a person becoming an Acquiring Person, redeem all, but not less than
all, of the then outstanding Rights at the Redemption Price.
A copy of the Rights Agreement is available free of charge
from the Company upon written request. This description of the Rights is
qualified in its entirety by reference to the Rights Agreement, which is
incorporated herein by reference.
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ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
4.4* Rights Agreement dated as of November 23, 1998, by and between
COHR Inc. and ChaseMellon Shareholder Services LLC as Rights
Agent.
4.5* Certificate of the Designations, Preferences and Rights of
Series A Junior Participating Cumulative Preferred Stock of
COHR Inc., dated November 25, 1998.
20.1 Letter, dated December 21, 1998, from the Board of Directors
of COHR Inc. to Stockholders of COHR Inc.
99.1 Press Release of COHR Inc., dated November 23, 1998.
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* Incorporated by reference from COHR Inc.'s Registration Statement on
Form 8-A, filed on November 25, 1998 (File No. 0-27506).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned hereunto duly authorized.
COHR Inc.
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(Registrant)
By: /s/ RAYMOND E. LIST
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Raymond E. List
President and Chief Executive Officer
Date: December 21, 1998
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