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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
THE STANDARD PRODUCTS COMPANY
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(Exact name of registrant as specified in charter)
OHIO 34-059970
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(State or other jurisdiction (IRS employer
of incorporation) identification no.)
2401 South Gulley Road, Dearborn, Michigan 48124
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(Address of principal executive offices) (Zip code)
If this form relates to the registration If this form relates to the
of a class of securities pursuant to registration of a class of
Section 12(b) of the Exchange Act securities pursuant to Section 12(g)
and is effective pursuant to General of the Exchange Act and is effective
Instruction A. (c), please check the pursuant to General Instruction A.
following box. [X] (d), please check the following
box. [ ]
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Securities Act registration statement file number to which this form relates:
Not Applicable
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(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class is
To be so registered to be registered
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Preferred Share Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
On January 26, 1999, the Board of Directors of The Standard Products
Company, an Ohio corporation (the "Company"), approved a Shareholder Rights
Agreement (the "Rights Agreement"). The following description of the Rights does
not purport to be complete and is qualified in its entirety by reference to the
Rights Agreement, including the exhibits thereto, which are incorporated herein
by reference.
Pursuant to the Rights Agreement, the Board of Directors declared a
dividend distribution of one Preferred Share Purchase Right (a "Right") for each
outstanding common share, $1.00 par value per share, of the Company (the "Common
Shares") to shareholders of record as of the close of business on February 16,
1999 (the "Record Date"). In addition, one Right will automatically attach to
each Common Share issued between the Record Date and the Distribution Date (as
hereinafter defined). Each Right entitles the registered holder thereof to
purchase from the Company a unit (a "Preferred Unit") consisting of one
one-thousandth of a Series A Non-Voting Serial Preferred Share, without par
value (the "Preferred Shares"), at a cash exercise price of $100.00 per
Preferred Unit (the "Exercise Price"), subject to adjustment.
Initially, the Rights are not exercisable and are attached to and trade
with the Common Shares outstanding as of, and all Common Shares issued after,
the Record Date. The Rights will separate from the Common Shares as separate
certificates distributed to holder of the Common Shares and become exercisable
upon the earlier of (i) the close of business on the 10th calendar day following
the first public announcement (the date of that announcement, the "Share
Acquisition Date") that a person or a group of affiliated or associated persons
has acquired beneficial ownership of 15% or more of the outstanding Common
Shares (an "Acquiring Person"), or (ii) the close of business on the 10th
business day following the commencement of a tender offer or exchange offer that
would result, upon its consummation, in a person or group becoming the
beneficial owner of 15% or more of the outstanding Common Shares (the earlier of
(i) and (ii), the "Distribution Date"). The Rights Agreement exempts from the
definition of Acquiring Person any person who the Board of Directors determines
acquired in excess of 15% of the Common Shares inadvertently, if that person
promptly divests itself of enough Common Shares to reduce the number of shares
beneficially owned by that person to below the 15% threshold.
Until the Distribution Date (or the earlier redemption, exchange or
expiration of the Rights): (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 include a notation incorporating the Rights Agreement by reference, and
(iii) the surrender for transfer of any certificates for Common Shares will also
constitute the transfer of the Rights associated with the Common Shares
represented by that certificate.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on January 26, 2009, unless previously redeemed
or exchanged by the Company as described below.
As soon as practicable after the Distribution Date, Right Certificates
will be mailed to holders of record of Common Shares as of the close of business
on the Distribution Date and, thereafter, the separate Right 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.
If a Share Acquisition Date occurs, proper provision will be made so
that each holder of a Right (other than an Acquiring Person or associates or
affiliates thereof, whose Rights will become null and void) thereafter has the
right to receive upon exercise that number of Preferred Units having a market
value of two times the exercise price of the Right (that right being referred to
as the "Subscription Right"). If at any time following the Share Acquisition
Date: (i) the Company consolidates with, or
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merges with and into, any Acquiring Person or any associate or affiliate
thereof, and the Company is not the continuing or surviving corporation,
(ii) any Acquiring Person or any associate or affiliate thereof consolidates
with the Company, or merges with and into the Company and the Company is the
continuing or surviving corporation of such merger and, in connection with such
merger, all or part of the Common Shares are changed into or exchanged for stock
or other securities of any other person or cash or any other property, or
(iii) 50% or more of the Company's assets or earning power is sold, mortgaged or
otherwise transferred, each holder of a Right will thereafter have the right to
receive, upon exercise, common stock of the acquiring company having a market
value equal to two times the exercise price of the Right (such right being
referred to as the "Merger Right"). Each holder of a Right will continue to have
the Merger Right whether or not that holder has exercised the Subscription
Right, but Rights that are or were beneficially owned by an Acquiring Person may
(under certain circumstances specified in the Rights Agreement) become null and
void.
At any time after a Share Acquisition Date occurs, the Board of
Directors may, at its option, exchange Common Shares or Preferred Units for all
or any part of the then outstanding and exercisable Rights (which excludes
Rights held by an Acquiring Person) at an exchange ratio of one Common Share or
one Preferred Unit per Right. However, the Board of Directors generally will not
be empowered to effect such exchange at any time after any person becomes the
beneficial owner of 50% or more of the Common Shares.
The Exercise Price payable, and the number of Preferred Units 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 share
dividend on, or a subdivision, combination or reclassification of, the Preferred
Shares, (ii) if holders of the Preferred Shares are granted certain rights or
warrants to subscribe for Preferred Shares or convertible securities at less
than the current market price of the Preferred Shares, or (iii) upon the
distribution to holders of the Preferred Shares of evidences of indebtedness or
assets (excluding regular quarterly cash dividends) or of subscription rights or
warrants (other than those referred to in (i) and (ii)).
With certain exceptions, no adjustment in the Exercise Price will be
required until cumulative adjustments amount to at least 1% of the Exercise
Price. The Company is not obligated to issue fractional Preferred Units. If the
Company elects not to issue fractional Preferred Units, in lieu thereof an
adjustment in cash will be made based on the fair market value of the Preferred
Shares on the last trading date prior to the date of exercise.
The Rights may be redeemed in whole, but not in part, at a price of
$0.01 per Right (payable in cash, Common Shares or other consideration
considered appropriate by the Board of Directors) by the Board of Directors only
until the earliest of (i) the close of business on the calendar day after the
Share Acquisition Date, or (ii) the expiration date of the Rights Agreement.
Immediately upon any action of the Board of Directors ordering redemption of the
Rights, the Rights will terminate and thereafter the only right of the holders
of Rights will be to receive the redemption price.
The Rights Agreement may be amended by the Board of Directors in its
sole discretion until the Distribution Date. After the Distribution Date, the
Board of Directors may, subject to certain limitations set forth in the Rights
Agreement, amend the Rights Agreement only to cure any ambiguity, defect or
inconsistency, to shorten or lengthen any time period, or to make changes that
do not adversely affect the interests of Rights holders (excluding the interests
of an Acquiring Person or associates or affiliates thereof).
Until a Right is exercised, the holder will have no rights as a
shareholder of the Company (beyond those as an existing shareholder), including
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,
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depending upon the circumstances, recognize taxable income if the Rights become
exercisable for Preferred Units, other securities of the Company or other
consideration, or for common shares of an acquiring company.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
in a transaction not approved by the Board of Directors of the Company. The
Rights should not interfere with any merger or other business combination
approved by the Board of Directors of the Company, since the Rights Agreement
may be amended prior to the Distribution Date, as described above, and the
Rights may be redeemed until the calendar day after a Share Acquisition Date, as
described above.
Item 2. Exhibits
Exhibit 1 Rights Agreement
Exhibit 2 Certificate of Amendment to the Company's Second Amended and Restated
Articles of Incorporation, as amended
Exhibit 3 Form of Right Certificate (filed as Exhibit B to the Rights
Agreement)
Exhibit 4 Summary of Rights to Purchase Preferred Shares (filed as Exhibit C to
the Rights Agreement)
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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, thereunto duly authorized.
THE STANDARD PRODUCTS COMPANY
Date: February 3, 1999 By: /s/ Ronald L. Roudebush
Ronald L. Roudebush
Vice Chairman and Chief Executive Officer
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EXHIBIT INDEX
Exhibit 1 Rights Agreement
Exhibit 2 Certificate of Amendment to the Company's Second Amended and Restated
Articles of Incorporation, as amended
Exhibit 3 Form of Right Certificate (filed as Exhibit B to the Rights
Agreement)
Exhibit 4 Summary of Rights to Purchase Preferred Shares (filed as Exhibit C to
the Rights Agreement)