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
Programmer's Paradise, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 13-3136104
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(State of incorporation or organization) (IRS Employer
Identification No.)
1157 Shrewsbury Avenue Shrewsbury, New Jersey 07702
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange
to be so registered on which each class is
to be registered
None None
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Securities to be registered pursuant to Section 12(g) of the Act:
Rights to Purchase Junior Participating Cumulative Preferred
Stock, $0.01 par value per share, of the Registrant
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(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
On November 4, 1999 the Board of Directors of the Registrant declared a
dividend of one preferred stock purchase right (a "Right") for each outstanding
share of Common Stock, par value $0.01 per share (the "Common Stock") of the
Registrant. The Rights will be issued to the stockholders of record on November
18, 1999 and will expire in ten years, subject to earlier redemption. Under
certain circumstances, each Right entitles the registered holder to purchase
from the Registrant one five thousandth of a share of Junior Participating
Cumulative Preferred Stock, par value $0.01 per share ("Preferred Stock"), of
the Registrant or, in certain circumstances, either Common Stock or common stock
of an acquiring company at one-half the market price of such Common Stock or
common stock, as the case may be. The Rights are designed to make it more likely
that all the Registrant's stockholders receive fair and equal treatment in the
event of any proposed takeover of the Registrant and to guard against the use of
partial tender offers or other coercive tactics to gain control of the
Registrant. The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement") between the Registrant and American Stock
Transfer & Trust Company, as Rights Agent (the "Rights Agent").
Exercise Price
When exercisable, except as set forth below, each Right entitles the
registered holder to purchase from the Registrant one five thousandth of a share
of Preferred Stock, at a price of $77.78 per one five thousandth of a share (the
"Purchase Price"), subject to adjustment in certain circumstances.
Transfer and Detachment
Until the "Distribution Date", which is the earlier to occur of (i) ten
business days following the time (the "Stock Acquisition Date") of a public
announcement or notice to the Registrant that a person or group of affiliated or
associated persons has acquired, or obtained the right to acquire, beneficial
ownership (as defined in the Rights Agreement) of 20% or more of the outstanding
shares of Common Stock of the Registrant (such 20% beneficial owner, an
"Acquiring Person"), or (ii) ten business days, or such later date as may be
determined by the Board of Directors of the Registrant, after the date of the
commencement or announcement by a person of an intention to make a tender offer
or exchange offer for an amount of Common Stock which, together with the shares
of such stock already owned by such person, constitutes 20% or more of the
outstanding shares of such Common Stock, the Rights will be evidenced, with
respect to any of the Registrant's Common Stock certificates outstanding as of
November 18, 1999, by such Common Stock certificate with a copy of the Summary
of Rights attached thereto. The Rights Agreement provides that, until the
Distribution Date, the Rights will be transferred with and only with the
Registrant's Common
Stock. Until the Distribution Date (or earlier redemption or expiration of the
Rights), new Common Stock certificates issued after November 18, 1999, upon the
transfer or issuance of new shares of Common Stock, will contain a notation
incorporating the Rights Agreement by reference. Until the Distribution Date (or
earlier redemption or expiration of the Rights), the surrender for the transfer
of any of the Registrant's Common Stock certificates outstanding as of November
18, 1999, even without a copy of the Summary of Rights attached thereto, will
also constitute the transfer of the Rights associated with the shares of Common
Stock represented by such certificate.
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 Stock as of the close of business on the
Distribution Date, and such separate Right Certificates alone will evidence the
Rights.
Exercisability
The Rights are not exercisable until the Distribution Date. The Rights
will expire on November 18, 2009 unless earlier redeemed by the Registrant.
Right to Acquire Stock at Half Price
In the event that after the Stock Acquisition Date, the Registrant is
acquired in a merger or other business combination transaction or 50% or more of
the Registrant's assets, cash flow or earning power are sold or otherwise
transferred, the Rights Agreement provides that proper provision shall be made
so that each holder of a Right, upon the exercise thereof at the then current
exercise price of the Right, shall be entitled to receive that number of shares
of common stock of the acquiring company having a market value (as defined in
the Rights Agreement) of two times the exercise price of the Right. In the event
that the Registrant is the surviving corporation of a merger and its Common
Stock is changed or exchanged, proper provision shall be made so that each
holder of a Right will thereafter have the right to receive upon exercise that
number of shares of common stock of the other party to the transaction having a
market value of two times the exercise price of the Right.
In the event that a person or group becomes an Acquiring Person
(otherwise than pursuant to a tender offer or exchange offer for all outstanding
shares of Common Stock at a price and on terms which are determined to be fair
and in the best interests of the Registrant and its stockholders by a majority
of the members of the Board of Directors of the Registrant who are not Acquiring
Persons or representatives or nominees of or affiliated or associated with an
Acquiring Person), proper provision shall be made so that each holder of a
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Right, other than the Acquiring Person, whose Rights will thereafter be void,
will thereafter have the right to receive upon exercise that number of shares of
Common Stock having a market value (as defined in the Rights Agreement) of two
times the exercise price of the Right. A person or group will not be deemed to
be an Acquiring Person if the Board of Directors of the Registrant determines
that such person or group became an Acquiring Person inadvertently and such
person or group promptly divests itself of a sufficient number of shares of
Common Stock so that such person or group is no longer an Acquiring Person.
Adjustments
The Purchase Price payable and the number of shares of Preferred Stock
or other securities or property issuable upon the exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on or a subdivision, combination or reclassification of the
shares of Preferred Stock, (ii) upon the fixing of a record date for the
issuance to holders of Preferred Stock of certain rights, options or warrants to
subscribe for shares of Preferred Stock or convertible securities at less than
the current market price of shares of Preferred Stock or (iii) upon the fixing
of a record date for the making of a distribution to holders of shares of
Preferred Stock of evidences of indebtedness or assets (excluding regular
periodic cash dividends not exceeding 125% of the last regular periodic cash
dividend or dividends payable in shares of Preferred Stock) or of subscription
rights or warrants (other than those referred to above). The number of Rights
and the number of shares of Preferred Stock issuable upon exercise of each Right
are also subject to adjustment in the case of a stock split, combination or
stock dividend on the shares of Common Stock prior to the Distribution Date.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
the Purchase Price. No fractional shares of Common Stock will be issued and, in
lieu thereof, an adjustment in cash will be made based on the market value of
shares of Common Stock on the last trading date prior to the date of exercise.
Redemption or Exchange
At any time prior to the earlier of (i) ten business days after the
Stock Acquisition Date and (ii) November 18, 2009, the Registrant, by resolution
of its Board of Directors, may redeem the Rights in whole, but not in part, at a
price of $0.01 per Right (the "Redemption Price"). If such resolution is adopted
following the Stock Acquisition Date, it will be effective only with the
concurrence of a majority of the members (the "Continuing Directors") of the
Board of Directors of the
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Registrant who are not Acquiring Persons or representatives or nominees of or
affiliated or associated with an Acquiring Person and who either were members of
such Board of Directors prior to the Stock Acquisition Date or subsequently
became a member and whose election thereto was approved by a majority of the
directors who were not Acquiring Persons or representatives or nominees of or
affiliated or associated with an Acquiring Person. The Board of Directors of the
Registrant may extend the time within which the Rights may be redeemed at any
time prior to the Stock Acquisition Date. Immediately upon the action of the
Board of Directors of the Registrant electing to redeem the Rights, the right to
exercise the Rights will terminate and the only right of the holders of Rights
will be to receive the Redemption Price.
At any time after a person becomes an Acquiring Person and prior to the
acquisition by such person of 50% or more of the outstanding Common Stock of the
Registrant, the Board of Directors of the Registrant, with the concurrence of a
majority of the Continuing Directors, may exchange the Rights (other than Rights
beneficially owned by such person which have become void), in whole or in part,
for Common Stock of the Registrant at an exchange ratio of one share of Common
Stock per Right (subject to adjustment).
Preferred Stock
The shares of Preferred Stock purchasable upon exercise of the Rights
will be nonredeemable and junior to any other series of preferred stock the
Registrant may issue (unless otherwise provided in the terms of such preferred
stock or in the Registrant's Certificate of Incorporation). Each share of
Preferred Stock will be entitled to receive, in the aggregate, a dividend in an
amount equal to 5,000 times the dividend per share of Common Stock, or, if
greater, $50.00 per year. In the event of liquidation, the holders of shares of
Preferred Stock will be entitled to receive a minimum liquidation payment equal
to the greater of $5,000.00 per share or an amount equal to 5,000 times the
amount to be paid in liquidation per share of Common Stock. Each share of
Preferred Stock will have 5,000 votes, voting together with the shares of Common
Stock. In addition, if dividends on the Preferred Stock are in arrears for four
consecutive quarterly payment periods, the holders of the shares of Preferred
Stock will have the right, voting as a class, to elect two members to the Board
of Directors of the Registrant. In the event of any merger, consolidation or
other transaction in which shares of Common Stock are exchanged, each share of
Preferred Stock will be entitled to receive 5,000 times the amount and type of
consideration received per share of Common Stock. The rights of the shares of
Preferred Stock as to dividends and liquidation, and in the event of mergers and
consolidations, are protected by antidilution provisions.
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Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Registrant, including, without limitation, the
right to vote or to receive dividends.
Amendment
The Rights and the Rights Agreement can be amended by the Board of
Directors of the Registrant in any respect (including, without limitation, any
extension of the period in which the Rights may be redeemed) at any time prior
to the Stock Acquisition Date. From and after such time, without the approval of
the stockholders of the Registrant or the holders of the Rights, the Board of
Directors may only supplement or amend the Rights Agreement in order (i) to cure
any ambiguity, (ii) to correct or supplement any provision contained in the
Rights Agreement which may be defective or inconsistent with any other provision
in the Rights Agreement, (iii) to shorten or lengthen any time period under the
Rights Agreement or (iv) to make any changes or supplements which the Registrant
and the Rights Agent may deem necessary or desirable which shall not adversely
affect the interests of the holders of Right Certificates (other than an
Acquiring Person or an affiliate or associate thereof). The Registrant may, at
any time prior to the Stock Acquisition Date, amend the Rights Agreement to
lower the threshold of Common Stock beneficial ownership at which a person will
become an Acquiring Person to not less than the greater of (i) a percentage
larger than the largest percentage of Common Stock then known by the Registrant
to be beneficially owned by a person and (ii) 10%.
Issuance of Rights
Each outstanding share of Common Stock on November 18, 1999 will
receive one Right. As long as the Rights are attached to the shares of Common
Stock, the Registrant will issue one Right with each share of Common Stock it
issues, so that all such shares have attached Rights. Two thousand (2,000)
shares of Preferred Stock have been reserved for issuance upon exercise of the
Rights.
A copy of the Rights Agreement, which includes as Exhibit B the form of
Right Certificate, is attached hereto as Exhibit 1 and is incorporated herein by
reference. The foregoing description of the Rights is qualified in its entirety
by reference to such Exhibit.
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ITEM 2. EXHIBITS
(1) Rights Agreement between the Registrant and American Stock
Transfer & Trust Company, Rights Agent, dated as of November
18, 1999, which includes as Exhibit B the form of Right
Certificate.
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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 thereto duly authorized.
PROGRAMMER'S PARADISE, INC.
(Registrant)
By /s/ William H. Willett
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William H. Willett
Chief Executive Officer and
Chairman of the Board of
Directors
DATE: November 18, 1999
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EXHIBIT INDEX
Sequential
Exhibit No. Description Page No.
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1 Rights Agreement between the Registrant and American Stock
Transfer & Trust Company, Rights Agent, dated as of November
18, 1999, which includes as Exhibit B the form of Right
Certificate.