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SECURITIES AND EXCHANGE COMMISSIONION
Washington, D.C. 20549
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FORM 8-A
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
OFFICEMAX, INC.
(Exact name of Registrant as specified in its charter)
OHIO 34-1573735
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
3605 Warrensville Center Road
Shaker Heights, Ohio 44122
(Address, including zip code, of principal executive offices)
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
Preferred Share New York Stock Exchange
Purchase Rights
If this Form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective upon filing
pursuant to General Instruction A. (c), please check the following box. / /
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.(d), please 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) ofthe Act:
None
(Title of Class)
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Item 1. Description of Securities to be Registered.
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On March 17, 2000, the Board of Directors of OfficeMax, Inc. (the
"Company") declared a dividend of one Right for each outstanding Common Share,
without par value, of the Company (the "Common Shares"). The Rights will be
issued to the holders of record of Common Shares outstanding at the close of
business on March 17, 2000 (the "Record Date") and with respect to Common Shares
issued thereafter until the Distribution Date (as defined below). Each Right,
when it becomes exercisable as described below, will entitle the registered
holder to purchase from the Company one one-thousandth (1/1,000th) of a share of
the Series A Participating Cumulative Serial Preferred Shares, without par
value, of the Company (the "Preferred Shares") at a price of $30 (the "Purchase
Price"). The description and terms of the Rights are set forth in a Rights
Agreement dated as of March 17, 2000 as it may be amended from time to time (the
"Rights Agreement"), between the Company and First Chicago Trust Company of New
York, 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 obtained the right to acquire, beneficial ownership of more than
15.0% of the outstanding Common Shares (such person or group being called 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 intention 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 15.0% of the outstanding Common Shares, (the
earlier of such dates being called the "Distribution Date"), the Rights will be
evidenced by 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.
With respect to any certificate for Common Shares outstanding as of the Record
Date, until the Distribution Date, the Rights associated with the Common Shares
represented by such certificates shall be evidenced by such certificates along
with a copy of this Summary of Rights, and the surrender for transfer of any
such certificate shall also constitute the transfer of the Rights associated
with the Common Shares represented thereby. Therefore, until the Distribution
Date, the Rights will be transferred with and only with the Common Shares.
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 such separate Right Certificates alone will thereafter
evidence the Rights.
The Rights are not exercisable until the Distribution Date and will
expire on March 17, 2010 (the "Expiration Date"), unless earlier redeemed or
exchanged by the Company as described below.
The number of Preferred Shares or other securities issuable upon
exercise of the Rights is subject to adjustment by the Board of Directors of the
Company in the event of any change in the Common Shares or Preferred Shares,
whether by reason of stock dividends, stock splits, recapitalizations,
reclassifications, mergers, consolidations, combinations or exchanges of
securities, split-ups, split-offs, spin- offs, liquidations, other similar
changes in capitalization, any distribution or issuance of assets, evidences of
indebtedness or subscription rights, options or warrants to holders of Common
Shares or Preferred Shares or otherwise. The Purchase Price and the number of
Preferred Shares or other securities issuable upon exercise of the Rights are
subject to adjustment from time to time in the event of the declaration of a
stock dividend on the Common Shares payable in Common Shares or a subdivision or
combination of the Common Shares prior to the Distribution Date.
The Preferred Shares are authorized to be issued in fractions which
are an integral multiple of one one-thousandth (1/1,000th) 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 make a
cash payment based on the market price of such shares on the first trading date
prior to the date of exercise or utilize a depositary arrangement as provided by
the terms of the Preferred Shares.
Subject to the right of the Board of Directors of the Company to
redeem or exchange the Rights as described below, at such time as there is an
Acquiring Person, the holder of each Right will thereafter have the right to
receive, upon exercise thereof for the Purchase Price, that number of Common
Shares equal to the number of Common Shares which at the time of such
transaction would have a market value of twice the Purchase Price. To the extent
that thereafter at the time of exercise of any Right there are not sufficient
Common Shares issued but not outstanding or authorized but unissued (counting as
issued any Common Shares reserved for issuance upon the exercise of any options
to purchase Common Shares granted before or after the date of the Rights
Agreement and counting as authorized but unissued any Common Shares held by the
Company as treasury shares) to permit such exercise, the holder of each Right
will have the right to receive, in lieu of Common Shares, upon exercise of such
Right for the Purchase Price, the same number of one one-thousandths
(1/1,000ths) of a Preferred Share as the number of Common Shares that
such holder would otherwise have been entitled to receive upon the exercise of
such Right. Any Rights that are or were beneficially owned by an Acquiring
Person on or after the Distribution Date will become null and void and will not
be subject to the "flip-in" provision.
In the event the Company is acquired in a merger or other business
combination by an Acquiring Person that is a publicly traded corporation or 50%
or more of the Company's assets or assets representing 50% or more of the
Company's earning power are sold, leased, exchanged or otherwise transferred (in
one or more transactions) to an Acquiring Person that is a publicly traded
corporation, proper provision must be made so that each Right will entitle its
holder 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. In the event the Company is acquired in a merger or
other business combination by an Acquiring Person that is not a publicly traded
entity or 50% or more of the Company's assets or assets representing 50% or more
of the earning power of the Company are sold, leased, exchanged or otherwise
transferred (in one or more transactions) to an Acquiring Person that is not a
publicly traded entity, proper provision must be made so that each Right will
entitle its holder 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 (or, at such holder's option, of the surviving corporation in such
acquisition, which could be the Company) which at the time of the transaction
would have a book value of twice the Purchase Price or (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. The "flip-over" provision only applies to a merger or
similar business combination with an Acquiring Person.
ANY RIGHTS THAT ARE OR WERE, AT ANY TIME ON OR AFTER THE DATE AN
ACQUIRING PERSON BECOMES SUCH, BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR ANY
AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (OR A TRANSFEREE THEREOF) WILL
BECOME NULL AND VOID AND ANY HOLDER OF ANY SUCH RIGHT (INCLUDING ANY SUBSEQUENT
HOLDER) WILL BE UNABLE TO EXERCISE ANY SUCH RIGHT.
The Rights are redeemable by the Board of Directors at a redemption
price of $.01 per Right (the "Redemption Price") any time prior to the earlier
of (i) such time as there is an Acquiring Person and (ii) the Expiration Date.
Immediately upon the action of the Board 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 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 owned by an Acquiring Person) 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. Notwithstanding the foregoing, the Board of Directors of
the Company shall not be empowered to effect such exchange at any time after any
Person (other than the Company, any Subsidiary of the Company, any employee
benefit plan of the Company or any such Subsidiary, or any entity holding Common
Shares for or pursuant to the terms of any such plan), together with all
Affiliates and Associates of such person, becomes the Beneficial Owner of 50% or
more of the Common Shares then outstanding.
At any time prior to such time as there shall be an Acquiring Person,
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
Expiration Date or the Distribution Date shall occur, the amount of the Purchase
Price or the definition of "Acquiring Person"), except that no supplement or
amendment shall be made that reduces the Redemption Price of the Rights.
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.
The Rights Agreement specifying the terms of the Rights, the
Certificate of Amendment to the Second Amended and Restated Articles of
Incorporation of OfficeMax, Inc. specifying the terms of the Preferred Shares
(Exhibit A to the Rights Agreement) and the form of Right Certificate (Exhibit B
to the Rights Agreement) are filed herewith as exhibits. The foregoing
description of the Rights does not purport to be complete and is qualified in
its entirety by reference to such exhibits, which are incorporated herein by
reference.
Item 2. Exhibits.
1. Rights Agreement dated as of March 17, 2000, between OfficeMax,
Inc. and First Chicago Trust Company of New York, as Rights Agent.
2. Amendment to the Second Amended and Restated Articles of
Incorporation of OfficeMax, Inc. (which is attached as Exhibit A to the Rights
Agreement filed as Exhibit 1 hereto).
3. Form of Right Certificate (which is attached as Exhibit B to the
Rights Agreement filed as Exhibit 1 hereto).
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.
OFFICEMAX, INC.
by /s/ Ross H. Pollock
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Name: Ross H. Pollack
Date: March 20, 2000 Title: Secretary
INDEX OF EXHIBITS
Exhibit No. Title
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1 Rights Agreement dated as of March 17, 2000
between OfficeMax, Inc. and First Chicago Trust
Company of New York, as Rights Agent.
2 Amendment to the Second Amended and Restated
Articles of Incorporation of OfficeMax, Inc.
(which is attached as Exhibit A to the Rights
Agreement filed as Exhibit 1 hereto).
3 Form of Right Certificate (which is attached as
Exhibit B to the Rights Agreement filed as Exhibit
1 hereto).