UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
R. G. BARRY CORPORATION
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(Exact name of registrant as specified in its charter)
UNITED STATES 31-4362899
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(State of incorporation or organization) (I.R.S Employer Identification No.)
13405 YARMOUTH ROAD, N.W. PICKERINGTON, OHIO 43147
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
<Table>
<Caption>
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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COMMON SHARES, PAR VALUE $1.00 AMERICAN STOCK EXCHANGE
SERIES I JUNIOR PARTICIPATING CLASS A AMERICAN STOCK EXCHANGE
PREFERRED SHARE PURCHASE RIGHTS
</Table>
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: [X]
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: [ ]
Securities Act registration statement file number to which this Form relates:
NOT APPLICABLE
Securities to be registered pursuant to Section 12(g) of the Act: NONE
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Common Shares, Par Value $1.00
The capital stock of R. G. Barry Corporation (the "Company" or
"Registrant") to be registered on the American Stock Exchange is the
Registrant's Common Shares with a par value of $1.00 per share (the "Common
Shares"). The Company is authorized to issue 27,500,000 shares, of which
22,500,000 are Common Shares and 5,000,000 are preferred shares. As of November
30, 2005, there were 9,918,103 Common Shares outstanding, 910,000 Common Shares
held in the treasury and no preferred shares outstanding.
Holders of outstanding Common Shares are entitled to receive dividends
when, as and if declared by the Company's Board of Directors from funds legally
available therefor, subject to the rights of holders of preferred shares of the
Company and to restrictions contained in Company's credit agreements. Dividends
that may be declared on the Common Shares will be paid in an equal amount to
each holder of a Common Share. No preemptive rights are conferred upon the
holders of the Common Shares and the Common Shares are not convertible. Upon
liquidation, all Common Shares are entitled to participate ratably in the assets
of the Company available for distribution to holders of Common Shares. There are
no redemption or sinking fund provisions applicable to the Common Shares. All of
the outstanding Common Shares are fully paid and nonassessable. Neither the
Company's Articles of Incorporation, as amended (the "Articles") or its Code of
Regulations, as amended (the "Regulations") contain any restrictions on the
transfer of Common Shares.
Holders of the Common Shares are entitled to one vote per share at all
meetings of shareholders and are not permitted to cumulate their votes in the
election of directors. Directors are elected by a plurality vote and the
directors are divided into three classes, with one class being elected each
year. All other matters submitted to the shareholders are decided by the vote of
the proportion of the shares, or of any class of shares, or of each class,
required by law, the Articles or the Regulations in respect of the matter being
considered.
The Articles and Regulations contain several provisions which may be
deemed to have anti-takeover effects. These provisions include: (1) an 80%
shareholder vote requirement in order to approve certain major corporate
transactions (e.g., merger or consolidation, sale or other disposition of all or
substantially all of the Company's assets, liquidation or dissolution or the
Company, etc.) with certain holders of stock representing 10% or more of the
voting power of the Company, unless a majority of the "disinterested" directors
approves the transaction or certain price criteria and procedural requirements
are satisfied; (2) the elimination of cumulative voting in the election of
directors; (3) the classification of the Board of Directors into three classes
so that each director serves three years, with one class being elected each
year; (4) a requirement that directors, during their terms, may be removed only
by an 80% shareholder vote; and (5) certain procedural requirements, including
provisions governing the time period for setting special shareholder meetings,
record dates and nominating directors and specifying who may call special
shareholder meetings. The shareholders of the Company have previously approved
each of these provisions.
In addition to the anti-takeover measures contained in the Articles and
Regulations discussed above, there are certain provisions of the Ohio Revised
Code that may have anti-takeover effects. Section 1701.831 of the Ohio Revised
Code, known as the "Control Share Acquisition Act," provides that certain notice
and informational filings, and special shareholder meeting and voting
procedures, must occur prior to any person's acquisition of an issuer's shares
that would entitle the acquirer to exercise or direct the voting power of the
issuer in the election of directors within any of the following ranges (i)
one-fifth or more but less than one-third of such voting power; (ii) one-third
or more but less than a majority of such voting power; or (iii) a majority or
more of such voting power. The Control Share Acquisition Act does not apply to a
corporation if its articles or code of regulations so provide. The Company has
not opted out of the application of the Control Share Acquisition Act.
If a person becomes the beneficial owner of 10% or more of an issuer's
shares without the prior approval of its board of directors (an "acquirer"),
Chapter 1704 of the Ohio Revised Code, known as the "Merger Moratorium Statute,"
prohibits the following types of transactions for at least three years if they
involve both the issuer and either the acquirer or anyone affiliated or
associated with the acquirer: (i) the disposition or acquisition of an interest
in assets owned or controlled by the issuer or such acquirer meeting thresholds
specified in the statute; (ii) mergers, consolidations, combinations and
majority share acquisitions; (iii) a voluntary dissolution; (iv) the issuance or
transfer of shares or any rights to acquire shares of the issuer having a fair
market value at least equal to 5% of the aggregate fair market value of the
issuer's outstanding shares; (v) a transaction that increases the acquirer's
proportionate ownership of the issuer; and (vi) the provision of any other
benefit to the acquirer that is not shared proportionately by all shareholders.
The prohibition imposed by Chapter 1704 continues indefinitely after the initial
three-year period unless the transaction is approved by the holders of at least
two-thirds of the voting power of the issuer (and the holders of at least a
majority of disinterested shares for purposes of the Merger Moratorium Statute)
or satisfies statutory conditions relating to the fairness of the consideration
to be received by the shareholders. The Merger Moratorium Statute does not apply
to a corporation if its articles so provide. The Company has not opted out of
the application of the Merger Moratorium Statute.
The foregoing description of the Common Shares does not purport to be
complete and is qualified in its entirety by reference to the Articles and
Regulations, which are filed as exhibits hereto and are hereby incorporated
herein by reference.
Series I Junior Participating Class A Preferred Share Purchase Rights
On February 19, 1998, the Registrant declared a dividend distribution
of one Right for each outstanding Common Share of the Company to shareholders of
record at the close of business on March 16, 1998. Each Right entitles the
registered holder to purchase from the Company a unit (a "Unit") consisting of
one one-hundredth of a Series I Junior Participating Class A Preferred Share,
par value $1.00 per share, at a purchase price of $40.00 per Unit, subject to
adjustment. The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement") between the Company and The Bank of New York,
as Rights Agent.
Initially, the Rights attached to all Common Share certificates
representing shares then outstanding, and no separate Rights Certificates were
distributed. The Rights will separate from the Common Shares and a Distribution
Date will occur upon the earlier of (i) ten (10) business days following a
public announcement that a person or group of affiliated or associated persons,
has acquired, or obtained the right to acquire, beneficial ownership of 20% or
more of the outstanding Common Shares (the "Share Acquisition Date"), other than
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as a result of repurchases of stock by the Company or certain inadvertent
actions by institutional or certain other shareholders, or (ii) 10 business days
(or such later date as the Board shall determine) following the commencement of
a tender offer or exchange offer that would result in a person or group
beneficially owning 20% or more of such outstanding Common Shares. Until the
Distribution Date, (i) the Rights will be evidenced by the Common Share
certificates and will be transferred with and only with such Common Share
certificates, (ii) new Common Share 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 Shares
outstanding will also constitute the transfer of the Rights associated with the
Common Shares represented by such certificate.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on March 16, 2008, unless earlier redeemed or
extended by the Company as described below.
As soon as practicable after the Distribution Date, Rights Certificates
will be mailed to holders of record of the Common Shares as of the close of
business on the Distribution Date and, thereafter, the separate Rights
Certificates alone will represent the Rights. Except as otherwise determined by
the Board of Directors, only Common Shares issued prior to the Distribution Date
will be issued with Rights.
In the event that a person becomes the beneficial owner of more than
twenty percent (20%) of the then outstanding Common Shares, 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 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 will be null and void. However, Rights are not exercisable following the
occurrence of the event 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 $40.00 per Right, each Right not
owned by an Acquiring Person (or by certain related parties) following an event
set forth in the preceding paragraph would entitle its holder to purchase $80.00
worth of Common Shares (or other consideration, as noted above) for $40.00.
Assuming that the Common Shares had a per share value of $10.00 at such time,
the holder of each valid Right would be entitled to purchase eight Common Shares
for $40.00.
In the event that, at any time following the Share Acquisition Date,
(i) the Company is acquired in a merger or other business combination
transaction in which the Company is not the surviving corporation, or (ii) 50%
or more of the Company's assets, cash flow or earning power is sold or
transferred, 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, common shares of the acquiring company having 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 the "Triggering
Events."
At any time until ten (10) business days following the Share
Acquisition Date, the Company may redeem the Rights in whole, but not in part,
at a price of $.0l per Right (payable in cash, Common Shares or other
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consideration deemed appropriate by the Board of Directors). Immediately upon
the 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 $.0l redemption price. The foregoing notwithstanding, the rights
generally may not be redeemed for one hundred eighty (180) days following a
change in a majority of the Board as a result of a proxy contest.
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. While the distribution of the Rights will not
be taxable to shareholders or to the Company, shareholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable for Common Shares (or other consideration) of the Company or for
common shares of the acquiring company as set forth above.
Any of the provisions of the Rights Agreement may be amended by the
Board of Directors of the Company prior to the Distribution Date. After the
Distribution Date, the provisions of the Rights Agreement may be amended by the
Board in order to cure any ambiguity, to make changes which do not adversely
affect the interests of holders of Rights, or to shorten or lengthen any time
period under the Rights Agreement; provided, however, that no amendment may be
made at such time as the Rights are not redeemable.
Each outstanding Common Share as of March 16, 1998 received one Right.
As long as the Rights are attached to the Common Shares and in other certain
circumstances specified in the Rights Agreement, the Company is required to
issue one Right for each Common Share issued on or after March 16, 1998.
The Rights may have certain anti-takeover effects. The Rights will
cause substantial dilution to a person or group that attempts to acquire the
Company in a manner which causes the Rights to become discount Rights unless the
offer is conditioned on a substantial number of Rights being acquired. The
Rights, however, should not affect any prospective offeror willing to make an
offer at a fair price and otherwise in the best interests of the Company and its
shareholders as determined by a majority of the Board of Directors who are not
affiliated with the person making the offer, or willing to negotiate with the
Board of Directors. The Rights should not interfere with any merger or other
business combination approved by the Board of Directors of the Company since the
Board of Directors may, at its option, at any time prior to ten days following
the Share Acquisition Date redeem all but not less than all of the then
outstanding Rights.
The Rights Agreement specifying the terms of the Rights and the
Articles, which set forth the terms of the Preferred Shares, are referenced in
the exhibits hereto and are incorporated herein by reference. The foregoing
description of the Rights does not purport to be complete and is qualified in
its entirety by reference to the Rights Agreement and the Articles.
ITEM 2. EXHIBITS
See Index to Exhibits.
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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.
R. G. BARRY CORPORATION
By:/s/ Daniel D. Viren
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Date: December 1, 2005 Daniel D. Viren
Senior Vice President -- Finance,
Chief Financial Officer and Secretary
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INDEX TO EXHIBITS
<Table>
<Caption>
Exhibit Description Location
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1(a) Articles of Incorporation of Registrant Incorporated herein by reference to Exhibit
(as filed with Ohio Secretary of State on 3(a)(i) to Registrant's Annual Report on Form 10-K
March 26, 1984) for the fiscal year ended December 31, 1988 (File
No. 0-12667) ("Registrant's 1988 Form 10-K")
1(b) Certificate of Amendment to the Articles Incorporated herein by reference to Exhibit
of Incorporation of Registrant 3(a)(i) to Registrant's 1988 Form 10-K
Authorizing the Series I Junior
Participating Class B Preferred Shares
(as filed with the Ohio Secretary of
State on March 1, 1988)
1(c) Certificate of Amendment to the Articles Incorporated herein by reference to Exhibit
of Registrant (as filed with the Ohio 3(a)(i) to Registrant's 1988 Form 10-K
Secretary of State on May 9, 1988)
1(d) Certificate of Amendment to the Articles Incorporated herein by reference to Exhibit 3(b)
of Incorporation of Registrant (as filed to Registrant's Annual Report on Form 10-K for the
with the Ohio Secretary of State on May fiscal year ended December 30, 1995 (File No.
22, 1995) 001-08769) ("Registrant's 1995 Form 10-K")
1(e) Certificate of Amendment to Articles of Incorporated herein by reference to Exhibit 3(c)
Incorporation of Registrant (as filed to Registrant's 1995 Form 10-K
with the Ohio Secretary of State on
September 1, 1995)
1(f) Certificate of Amendment to Articles of Incorporated herein by reference to Exhibit
Incorporation of Registrant (as filed 4(h)(6) to Registrant's Registration Statement on
with the Ohio Secretary of State on May Form S-8, filed June 6, 1997 (Registration No.
30, 1997) 333-28671)
1(g) Certificate of Amendment to the Articles Incorporated herein by reference to Exhibit
of Incorporation of Registrant 3(a)(7) to Registrant's Annual Report on Form 10-K
Authorizing Series I Junior Participating for the fiscal year ended January 3, 1998 (File
Class A Preferred Shares (as filed with No. 001-08769) ("Registrant's 1997 Form 10-K")
the Ohio Secretary of State on March 10,
1998)
1(h) Articles of Incorporation of Registrant Incorporated herein by reference to Exhibit
(reflecting amendments through March 10, 3(a)(8) to Registrant's 1997 Form 10-K
1998) [for purposes of SEC reporting
compliance only -- not filed with the
Ohio Secretary of State]
</Table>
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<Table>
<Caption>
Exhibit Description Location
- ------- ----------- --------
2(a) Certificate adopting amendments to Code Incorporated herein by reference to Exhibit 3.1 to
of Regulations of Registrant Registrant's Quarterly Report on Form 10-Q for the
(shareholders' action on May 27, 2004) quarterly period ended July 3, 2004 (File No.
001-08769)("Registrant's July 3, 2004 Form 10-Q")
2(b) Code of Regulations of Registrant Incorporated herein by reference to Exhibit 3.2 to
(reflects all amendments through May 27, Registrant's July 3, 2004 Form 10-Q
2004)
3 Rights Agreement, dated as of February Incorporated herein by reference to Exhibit 4 to
19, 1998, between Registrant and The Bank Registrant's Current Report on Form 8-K, dated
of New York, as Rights Agent March 13, 1998 and filed March 16, 1998 (File No.
001-08769)
4 Loan Agreement, dated as of January 21, Incorporated herein by reference to Exhibit 4 to
2000, among Banque Tarneaud, S.A., Banque Registrant's Quarterly Report on Form 10-Q for the
Nationale de Paris, and Escapade, S.A. quarterly period ended April 1, 2000 (File No.
001-08769)
5 Financing Agreement, dated March 31, Incorporated herein by reference to Exhibit 10.54
2005, between Registrant and The CIT to Registrant's Annual Report on Form 10-K for the
Group/Commercial Services, Inc. fiscal year ended January 1, 2005 (File No.
001-08769)
6 Form of Share Certificate for Common Included herewith
Shares of the Registrant
</Table>
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