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
Roxio, Inc.
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(Exact name of Registrant as specified in its charter)
Delaware 77-0551214
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(State of incorporation or organization (IRS Employer I.D. No.)
461 South Milpitas Boulevard, Milpitas, California 95035
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(Address of principal executive offices)
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: [ ]
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: [X]
Securities Act registration statement file number to which this form relates (if
applicable): Not applicable.
Securities to be registered pursuant to Section 12(b) of the Act:
None
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(Title of Class)
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
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Item 1. Description of Securities to be Registered.
On May 18, 2001, pursuant to a Preferred Stock Rights Agreement (the
"Rights Agreement") between Roxio, Inc. (the "Company") and Mellon Investor
Services, LLC, as Rights Agent (the "Rights Agent"), the Company's Board of
Directors declared a dividend of one right (a "Right") to purchase one one-
thousandth share of the Company's Series A Participating Preferred Stock
("Series A Preferred") for each outstanding share of Common Stock, par
value $0.001 per share ("Common Shares"), of the Company. The dividend is
payable on June 15, 2001 (the "Record Date"), to shareholders of record as
of the close of business on that date. Each Right entitles the registered
holder to purchase from the Company one one-thousandth of a share of Series
A Preferred at an exercise price of $ 77.00 (the "Purchase Price"), subject
to adjustment.
The following summary of the principal terms of the Rights Agreement
is a general description only and is subject to the detailed terms and
conditions of the Rights Agreement. A copy of the Rights Agreement is
attached as Exhibit 4.3 to this Registration Statement and is incorporated
herein by reference.
Rights Evidenced by Common Share Certificates
The Rights will not be exercisable until the Distribution Date
(defined below). Certificates for the Rights ("Rights Certificates") will
not be sent to shareholders and the Rights will attach to and trade only
together with the Common Shares. Accordingly, Common Share certificates
outstanding on the Record Date will evidence the Rights related thereto,
and Common Share certificates issued after the Record Date will contain a
notation incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the Rights), the
surrender or transfer of any certificates for Common Shares, outstanding as
of the Record Date, even without notation or a copy of the Summary of
Rights being attached thereto, also will constitute the transfer of the
Rights associated with the Common Shares represented by such certificate.
Distribution Date
The Rights will be separate from the Common Shares, Rights
Certificates will be issued and the Rights will become exercisable upon the
earlier of (a) the tenth business day (or such later date as may be
determined by the Company's Board of Directors) after a person or group of
affiliated or associated persons ("Acquiring Person") has acquired, or
obtained the right to acquire, beneficial ownership of 15% or more of the
Common Shares then outstanding, or (b) the tenth business day (or such
later date as may be determined by the Company's Board of Directors) after
a person or group announces a tender or exchange offer, the consummation of
which would result in ownership by a person or group of 15% or more of the
Company's then outstanding Common Shares. The earlier of such dates is
referred to as the "Distribution Date."
Issuance of Rights Certificates; Expiration of Rights
As soon as practicable following the Distribution Date, a summary of
the Rights will be mailed to holders of record of the Common Shares as of
the close of business on the Distribution Date and this summary alone will
evidence the Rights from and after the Distribution Date. All Common Shares
issued after the Distribution Date will be issued with Rights. The Rights
will
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expire on the earliest of (i) June 15, 2011, (the "Final Expiration Date"),
or (ii) redemption or exchange of the Rights as described below.
Initial Exercise of the Rights
Following the Distribution Date, and until one of the further events
described below, holders of the Rights will be entitled to receive, upon
exercise and the payment of the Purchase Price, one one-thousandth share of
the Series A Preferred. In the event that the Company does not have
sufficient Series A Preferred available for all Rights to be exercised, or
the Board decides that such action is necessary and not contrary to the
interests of Rights holders, the Company may instead substitute cash,
assets or other securities for the Series A Preferred for which the Rights
would have been exercisable under this provision or as described below.
Right to Buy Company Common Shares
Unless the Rights are earlier redeemed, in the event that an Acquiring
Person obtains 15% or more of the Company's then outstanding Common Shares,
then each holder of a Right which has not theretofore been exercised (other
than Rights beneficially owned by the Acquiring Person, which will
thereafter be void) will thereafter have the right to receive, upon
exercise, Common Shares having a value equal to two times the Purchase
Price. Rights are not exercisable following the occurrence of an event as
described above until such time as the Rights are no longer redeemable by
the Company as set forth below.
Right to Buy Acquiring Company Stock
Similarly, unless the Rights are earlier redeemed, in the event that,
after an Acquiring Person obtains 15% or more of the Company's then
outstanding Common Shares, (i) the Company is acquired in a merger or other
business combination transaction, or (ii) 50% or more of the Company's
consolidated assets or earning power are sold (other than in transactions
in the ordinary course of business), proper provision must be made so that
each holder of a Right which has not theretofore been exercised (other than
Rights beneficially owned by the Acquiring Person, which will thereafter be
void) will thereafter have the right to receive, upon exercise, shares of
common stock of the acquiring company having a value equal to two times the
Purchase Price.
Exchange Provision
At any time after an Acquiring Person obtains 15% or more of the
Company's then outstanding Common Shares and prior to the acquisition by
such Acquiring Person of 50% or more of the Company's outstanding Common
Shares, the Board of Directors of the Company may exchange the Rights
(other than Rights owned by the Acquiring Person), in whole or in part, at
an exchange ratio of one Common Share per Right.
Redemption
At any time on or prior to the Close of Business on the earlier of (i)
the fifth day following the attainment of 15% or more of the Company's then
outstanding Common Shares by an Acquiring Person (or such later date as may
be determined by action of the Company's Board of Directors and publicly
announced by the Company), or (ii) the Final Expiration Date, the Company
may redeem the Rights in whole, but not in part, at a price of $0.001 per
Right.
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Adjustments to Prevent Dilution
The Purchase Price payable, the number of Rights, and the number of
Series A Preferred or Common Shares or other securities or property
issuable upon exercise of the Rights are subject to adjustment from time to
time in connection with the dilutive issuances by the Company as set forth
in the Rights Agreement. With certain exceptions, no adjustment in the
Purchase Price will be required until cumulative adjustments require an
adjustment of at least 1% in such Purchase Price.
Cash Paid Instead of Issuing Fractional Shares
No fractional Common Shares will be issued upon exercise of a Right
and, in lieu thereof, an adjustment in cash will be made based on the
market price of the Common Shares on the last trading date prior to the
date of exercise.
No Shareholders' Rights Prior to Exercise
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company (other than any rights resulting
from such holder's ownership of Common Shares), including, without
limitation, the right to vote or to receive dividends.
Amendment of Rights Agreement
The terms of the Rights and the Rights Agreement may be amended in any
respect without the consent of the Rights holders on or prior to the
Distribution Date; thereafter, the terms of the Rights and the Rights
Agreement may be amended without the consent of the Rights holders in order
to cure any ambiguities or to make changes which do not adversely affect
the interests of Rights holders (other than the Acquiring Person).
Rights and Preferences of the Series A Preferred
Each one one-thousandth of a share of Series A Preferred has rights
and preferences substantially equivalent to those of one Common Share.
No Voting Rights
Rights will not have any voting rights.
Certain Anti-Takeover Effects
The Rights approved by the Board are designed to protect and maximize
the value of the outstanding equity interests in the Company in the event
of an unsolicited attempt by an acquirer to take over the Company in a
manner or on terms not approved by the Board of Directors. Takeover
attempts frequently include coercive tactics to deprive the Company's Board
of Directors and its shareholders of any real opportunity to determine the
destiny of the Company. The Rights have been declared by the Board in order
to deter such tactics, including a gradual accumulation of shares in the
open market of 15% or greater position to be followed by a merger or a
partial or two-tier tender offer that does not treat all shareholders
equally. These tactics unfairly pressure shareholders, squeeze them out of
their investment without giving them any real choice and deprive them of
the full value of their shares.
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The Rights are not intended to prevent a takeover of the Company and
will not do so. Subject to the restrictions described above, the Rights may
be redeemed by the Company at $0.001 per Right at any time prior to the
Distribution Date. Accordingly, the Rights should not interfere with any
merger or business combination approved by the Board of Directors.
However, the Rights may have the effect of rendering more difficult or
discouraging an acquisition of the Company deemed undesirable by the Board
of Directors. The Rights may cause substantial dilution to a person or
group that attempts to acquire the Company on terms or in a manner not
approved by the Company's Board of Directors, except pursuant to an offer
conditioned upon the negation, purchase or redemption of the Rights.
Issuance of the Rights does not in any way weaken the financial
strength of the Company or interfere with its business plans. The issuance
of the Rights themselves has no dilutive effect, will not affect reported
earnings per share, should not be taxable to the Company or to its
shareholders, and will not change the way in which the Company's shares are
presently traded. The Company's Board of Directors believes that the Rights
represent a sound and reasonable means of addressing the complex issues of
corporate policy created by the current takeover environment.
Item 2. Exhibits
4.3 Preferred Stock Rights Agreement, dated as of May 18, 2001, between
Roxio, Inc. and Mellon Investor Services, LLC, including the Certificate of
Designation, the form of Rights Certificate and the Summary of Rights attached
thereto as Exhibits A, B, and C, respectively.
3.1 Amended and Restated Certificate of Incorporation of Roxio, Inc./1/
3.2 Bylaws of Roxio, Inc./2/
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/1/ Incorporated by reference to Exhibits to the Company's Form 10-12G/A, filed
April 23, 2001.
/2/ Incorporated by reference to Exhibits to the Company's Form 10-12G/A, filed
April 9, 2001.
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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.
Date: June 1, 2001 Roxio, Inc.
By: /s/ Wm. Christopher Gorog
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Wm. Christopher Gorog
President and Chief Executive Officer
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