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
- ---------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio 31-4362899
- ---------------------------------------------------------------------------
(State of Incorporation or Organization) (IRS Employer
Identification No.)
13405 Yarmouth Road, N.W.
Pickerington, Ohio 43147
- ---------------------------------------------------------------------------
(Address of principal executive office (Zip Code)
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
------------------- ----------------------
Preferred Share New York Stock Exchange
Purchase Rights
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securi-
pursuant to Section 12(b) of the ties pursuant to Section 12(g) of
Exchange Act and is effective the Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), check the following A.(d), check the following
box. |X| box. |_|
Securities Act registration file number to which this form relates:
N/A
Securities to be registered pursuant to Section 12(g) of the Act:
None
- -----------------------------------------------------------------------------
(Title of Class)
Item 1. Description of Securities To Be Registered.
On February 19, 1998, the Board of Directors of R.G. Barry
Corporation (the "Company") 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 (the "Preferred Shares") 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 will be attached to all Common Share
certificates representing shares then outstanding, and no separate Rights
Certificates will be 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 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 shares of 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
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 any of 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 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 worth of Common Shares (or other consideration, as noted
above) for $40. 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 8 Common Shares for $40.
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
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.
As of March 12, 1998, there were 9,593,488 Common Shares
outstanding, 561,036 Common Shares held in the treasury and 1,746,378
Common Shares authorized for issuance upon exercise of options granted
under the Company's employee stock option plans and the Company's non-
employee directors stock option plan. Each outstanding Common Share as of
the close of business on March 16, 1998, will receive one Right. As long as
the Rights are attached to the Common Shares and in certain other
circumstances specified in the Rights Agreement, the Company will 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.
In addition, certain provisions of the Company's Articles of
Incorporation (the "Articles") may have anti- takeover effects. The
Articles provide, among other things, that a business combination with a
beneficial owner of 10% or more of the voting stock or an affiliate or
associate of the Company who at any time with the two-year period
immediately prior to the date in question was the beneficial owner of 10%
or more of the voting stock be approved by the affirmative vote of at least
80% of the holders of voting stock, unless such business combination is
approved by a majority of the Continuing Directors (as defined) or certain
fair price criteria are satisfied. The Articles also provide that the Board
of Directors be divided into three classes, with each class elected for
3-year terms at successive annual meetings.
The Rights Agreement specifying the terms of the Rights and
including the form of Certificate of Amendment to the Articles of
Incorporation setting forth the terms of the Preferred Shares as an exhibit
thereto, is attached hereto as an exhibit and is 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 such exhibit.
Item 1. Exhibits.
Exhibit No. Exhibit
1 Rights Agreement, dated as of February
19, 1998, between R.G. Barry Corporation and The
Bank of New York, as Rights Agent, including form
of Certificate of Amendment to the Articles of
Incorporation of R.G. Barry Corporation authorizing
the Series I Junior Participating Class A Preferred
Shares, as Exhibit A, the form of Rights
Certificate as Exhibit B and the Summary of Rights
to Purchase Preferred Shares as Exhibit C. Pursuant
to the Rights Agreement, Rights Certificates will
not be mailed until after the earlier of (i) the
tenth Business Day after the Share Acquisition Date
or (ii) the tenth Business Day after the date of
the commencement of a tender or exchange offer by
any person or group of affiliated or associated
persons, if upon consummation thereof, such person
or group would be the beneficial owner of 20% or
more of such outstanding Common Shares.
SIGNATURE
Pursuant to be 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
Date: March 13,1998 /s/ Richard L. Burrell
-------------------------------
Name: Richard L. Burrell
Title: Vice President
EXHIBIT INDEX
Exhibit Description Page
1 Rights Agreement, dated as of 9
February 19, 1998, between R.G.
Barry Corporation and The Bank
of New York, as Rights Agent,
including form of Certificate of
Amendment to the Articles of
Incorporation of R.G. Barry
Corporation authorizing the
Series I Junior Participating
Class A Preferred Shares, as
Exhibit A, the form of Rights
Certificate as Exhibit B and the
Summary of Rights to Purchase
Preferred Shares as Exhibit C.
Pursuant to the Rights
Agreement, Rights Certificates
will not be mailed until after
the earlier of (i) the tenth
Business Day after the Share
Acquisition Date or (ii) the
tenth Business Day after the
date of the commencement of a
tender or exchange offer by any
person or group of affiliated or
associated persons, if upon
consummation thereof, such
person or group would be the
beneficial owner of 20% or more
of such outstanding Common
Shares.