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
AUTHENTIC FITNESS CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 95-4268251
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(State of Incorporation or Organization) (IRS Employer
Identification No.)
6040 Bandini Blvd.
Commerce, California 90040
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(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to securities pursuant to
Section 12(b) of the Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General pursuant to General
Instruction A.(c), check Instruction A.(d), check
the following box. (X) the following box.( )
Securities Act registration file number to which this form relates:
N/A
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 Stock New York Stock Exchange
Purchase Rights
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
Item 1. Description of Securities To Be Registered.
On August 19, 1999, the Board of Directors of Authentic Fitness
Corporation (the "Company") declared a dividend distribution of one Right
for each outstanding share of Common Stock of the Company to stockholders
of record at the close of business on August 31, 1999. Each Right entitles
the registered holder to purchase from the Company a unit (a "Unit")
consisting of one one-thousandth of a Series A Junior Participating
Preferred Stock, par value $.01 per share (the "Preferred Stock") at a
purchase price of $75.00 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.
Capitalized words used but not otherwise defined shall have the meaning
ascribed to them in the Rights Agreement.
Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate Rights
Certificates will be distributed. The Rights will separate from the Common
Stock 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 (other than as set forth below), has
acquired, or obtained the right to acquire, beneficial ownership of 15% or
more of the outstanding Common Stock, other than as a result of repurchases
of stock by the Company or certain inadvertent actions by institutional or
certain other shareholders, or a person enters into an Acquisition
Transaction (the "Stock Acquisition Date"), 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 15% or more of such outstanding Common Stock. Until
the Distribution Date, (i) the Rights will be evidenced by the Common Stock
certificates and will be transferred with and only with such Common Stock
certificates, (ii) new Common Stock 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 Stock outstanding will also constitute the transfer of the Rights
associated with the Common Stock represented by such certificate. With
respect to existing Company stockholders currently beneficially owning in
excess of 15% of the outstanding Common Stock of the Company, a
Distribution Date will not occur until such person acquires an additional
1% of the Company's Common Stock.
The Rights are not exercisable until the Distribution Date and
will expire at the close of business on August 31, 2009, 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 Stock 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 Stock
issued prior to the Distribution Date will be issued with Rights.
Other than as set forth above, in the event that a person becomes
the beneficial owner of more than 15% of the then outstanding Common Stock
or enters into an Acquisition Transaction, each holder of a Right will
thereafter have the right to receive, upon exercise, Common Stock (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 $100.00 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 $200 worth of Common Stock (or other consideration, as
noted above) for $100.00. Assuming that the Common Stock had a per share
value of $20.00 at such time, the holder of each valid Right would be
entitled to purchase 10 shares of Common Stock for $100.00.
In the event that, at any time following the Stock 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 stock 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 Stock
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 Stock 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 unless certain prescribed procedures designed to
establish the entire fairness of the redemption are followed.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder 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 stockholders or to the
Company, shareholders may, depending upon the circumstances, recognize
taxable income in the event that the Rights become exercisable for Common
Stock (or other consideration) of the Company or for common stock 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 August 16, 1999, there were 23,050,900 shares of Common
Stock outstanding, 3,307,800 shares of Common Stock held in the treasury
and 4,683,627 shares of Common Stock 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 plans. Each outstanding
share of Common Stock as of the close of business on August 31, 1999, will
receive one Right. As long as the Rights are attached to the Common Stock
and in certain other circumstances specified in the Rights Agreement, the
Company will issue one Right for each share of Common Stock issued on or
after August 31, 1999.
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 Stock
Acquisition Date redeem all but not less than all of the then outstanding
Rights.
In addition, certain provisions of the Company's Restated
Certificate of Incorporation (the "Certificate") may have anti-takeover
effects. The Certificate provides, among other things, 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 Designation setting forth the terms of
the Preferred Stock 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
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1 Rights Agreement, dated as of August 19, 1999, between
Authentic Fitness Corporation and The Bank of New York,
as Rights Agent, including form of Certificate
Designation of Authentic Fitness Corporation
authorizing the Series A Junior Participating Preferred
Stock, 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 Stock 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 15% or
more of such outstanding Common Stock.
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.
AUTHENTIC FITNESS CORPORATION
Date: August 19, 1999 BY: /s/ Stanley P. Silverstein
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Name: Stanley P. Silverstein
Title: General Counsel
EXHIBIT INDEX
Exhibit Description Page
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1 Rights Agreement, dated as of August 19, 1999, 9
between Authentic Fitness Corporation and The
Bank of New York, as Rights Agent, including form
of Certificate Designation of Authentic Fitness
Corporation authorizing the Series A Junior
Participating Preferred Stock, 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 Stock 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 15% or more of such
outstanding Common Stock.