FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ALLIED RESEARCH CORPORATION
-----------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 04-2281015
- --------------------------------------------------- --------------------------
(State of incorporation of organization) (IRS Employer
Identification No.)
8000 Towers Crescent Drive, Suite 260, Vienna, Virginia 22182
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act: Preferred
Share 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 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. [_]
Exhibit Index On Page 6
Page 1 Of 6 Pages
Item 1. Description of Registrant's Securities To Be Registered.
-------------------------------------------------------
ADOPTION OF RIGHTS PLAN
On June 6, 2001, the Board of Directors of Allied Research Corporation
(the "Company") adopted a new shareholder rights plan to replace the Company's
existing rights plan which expires June 20, 2001. Under the new plan, the Board
of Directors authorized the issuance of one preferred share purchase right (a
"Right") for each outstanding share of common stock, par value $0.10 per share
(the "Common Shares"), of the Company. The distribution is payable to
stockholders of record at the close of business on June 20, 2001 (the "Record
Date"), and with respect to all Common Shares that become outstanding after the
Record Date and prior to the earliest of the Distribution Date (as defined
below), the redemption of the Rights, the exchange of the Rights, and the
expiration of the Rights (and, in certain cases, following the Distribution
Date).
Each Right entitles the registered holder to purchase from the Company
one one-hundredth of a share of Junior Participating Preferred Stock, Series B,
$ 1.00 par value per share, of the Company (the "Preferred Shares") at a price
of $50.00 per one one-hundredth of a Preferred Share (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 Mellon
Investor Services LLC (the "Rights Agent").
The Rights have certain anti-takeover effects. The Rights may cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Board of Directors. The Rights should not interfere
with any merger or other business combination approved by the Board of Directors
because of the Board of Directors' ability to redeem the Rights, as discussed
below.
RIGHTS ATTACH TO COMMON SHARES INITIALLY
Initially and until a Distribution Date occurs, the Rights are
attached to all Common Shares and no separate Rights certificates will be
issued. During this initial period:
- The Rights are not exercisable;
- Holders, as such, have no voting rights;
- The Rights are transferred with the Common Shares and are not
transferable separately from the Common Shares;
- No dividends are paid on the Rights;
- New Common Share certificates or book entry shares issued will
contain a notation incorporating the Rights Agreement by reference;
and
2
- The transfer of any Common Shares will also constitute the transfer
of the Rights.
The Rights expire May 31, 2011 (the "Expiration Date"), unless earlier
redeemed or exchange by the Company as described below.
DISTRIBUTION OF RIGHTS
Separate certificates evidencing the Rights will be mailed to holders
of record of the Common Shares on the "Distribution Date." The Distribution Date
is the earlier to occur of the following two events:
- The tenth (10/th/) day after a public announcement that a person or
group of affiliated or associated persons (other than an exempt person) has
acquired or obtained the right to acquire fifteen percent (15%) or more of the
outstanding Common Shares; or
- The tenth (10/th/) business day after the commencement or public
disclosure of an intention to commence a tender offer or exchange offer by a
person (other than an exempt person) if, upon consummation of the offer, such
person could acquire beneficial ownership of fifteen percent (15%) or more of
the outstanding Common Shares.
RIGHT TO PURCHASE COMPANY STOCK
If a person or group acquires or obtains the right to acquire fifteen
percent (15%) or more of the outstanding Common Shares (thereby becoming an
"Acquiring Person") each holder of a Right (except those held by the Acquiring
Person and its affiliates and associates) will have the right to purchase, upon
exercise, Common Shares (or, in certain circumstances, Preferred Shares or
Common Share equivalents) having a value equal to two times the exercise price
of the Right. In other words, the Rights holders, other than the Acquiring
Person, may purchase Common Shares at a fifty percent (50%) discount.
For example, at the exercise price of $50.00 per Right, each Right not
owned by an Acquiring Person would entitle its holder to purchase $100.00 worth
of Common Shares (or other consideration, as noted above) for $50.00. Assuming a
value of $10.00 per Common Share at such time, the holder of each valid Right
would be entitled to purchase five (5) Common Shares for $50.00.
RIGHTS TO PURCHASE ACQUIRING PERSON STOCK
In the event that, at the time or after a person becomes an Acquiring
Person, the Company is involved in a merger or other business combination in
which (i) the Company is not the surviving corporation, (ii) Common Shares are
changed or exchanged, or (iii) fifty percent (50%) or more of the Company's
consolidated assets or earning power are sold, then each Right (other than
Rights that are or were owned by the Acquiring Person and certain related
persons and transferees, which will thereafter be void) shall thereafter be
exercisable for a number of shares of common stock of the acquiring company
having a market value of two times the
3
exercise price of the Right. In other words, a Rights holder may purchase the
acquiring company's common stock at a fifty percent (50%) discount.
EXCHANGE OF COMPANY STOCK FOR RIGHTS
At any time after any person or group becomes an Acquiring Person and
before the Acquiring Person acquires fifty percent (50%) or more of the
outstanding Common Shares, the Board of Directors may exchange the Rights (other
than Rights owned by the Acquiring Person which will have become void), in whole
or in part, at an exchange ratio of one Common Share, or one one-hundredth of a
Preferred Share (or a Common Share equivalent), per Right (subject to
adjustment).
REDEMPTION
The Rights are redeemable by the Company in whole but not in part at a
price of $0.01 per Right at any time prior to the expiration of ten (10) days
after the Company becomes aware that a person or a group has become an Acquiring
Person. Immediately upon redemption, the right to exercise will terminate and
the only right of holders will be to receive the redemption price.
AMENDMENTS
As long as the Rights are redeemable, the terms of the Rights may be
amended by the Board of Directors in its discretion without the consent of the
Rights holders. After that time, no amendment may adversely affect the interests
of the Rights Holder (other than the Acquiring Person).
TERMS OF PREFERRED SHARES
The Preferred Shares purchasable upon exercise of the Rights will not
be redeemable. Each holder of a Preferred Share will be entitled to a minimum
preferential quarterly dividend payment equal to the greater of $1.00 per share
and 100 times the dividend declared per Common Share. In the event of
liquidation, the holders of the Preferred Shares will be entitled to a minimum
preferential liquidation payment equal to the greater of $10.00 per share and
100 times the payment made per Common Share. Each Preferred Share will have 100
votes per share, voting together with the Common Shares. In the event of any
merger, consolidation or other transaction in which Common Shares are exchanged,
each Preferred Share will be entitled to receive 100 times the amount received
per Common Share.
MISCELLANEOUS
The Purchase Price payable, and the number and kind of securities,
cash or other property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend or distribution on, or a subdivision or combination of, the Common
Shares, (ii) upon the grant to holders of the Common Shares of rights, options
or warrants to subscribe for Common Shares or securities convertible into Common
Shares at less
4
than the current market price, (iii) upon the distribution to holders of the
Common Shares of securities, cash, evidences of indebtedness or assets
(excluding regular periodic cash dividends out of earnings or retained earnings)
and (iv) in connection with recapitalizations of the Company or
reclassifications of the Common Shares.
No fractional Common Shares or Preferred Shares will be required to be
issued (other than fractions of Preferred Shares which are integral multiples of
one one-hundredth of a Preferred Share, which may, at the election of the
Company, be evidenced by depositary receipts) and in lieu thereof, an adjustment
in cash will be made based on the market price of Common Shares or Preferred
Shares on the last trading date prior to the date of exercise.
Because of the nature of the Preferred Shares' dividend, liquidation
and voting rights, the value of the one one-hundredth interest in a Preferred
Share that may be purchased upon exercise of each Right should approximate the
value of one Common Share.
This summary description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights Agreement attached
as Exhibit 1, which is incorporated herein by reference.
ITEM 2. Exhibits.
--------
1. Rights Agreement dated as of June 6, 2001, between Allied Research
Corporation and Mellon Investor Services LLC, as Rights Agent.
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.
ALLIED RESEARCH CORPORATION
Date: June 6, 2001 /s/ John G. Meyer, Jr.
----------------------------------------------
Name: John G. Meyer, Jr.
Title: Executive Vice President and
Chief Operating Officer
5
EXHIBIT INDEX
-------------
Exhibit
- -------
1. Rights Agreement dated as of June 6, 2001 between
Allied Research Corporation and Mellon Investor Services LLC
6