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 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MangoSoft, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Nevada 87-0543565
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
12 Pine Street Extension, Nashua, NH 03060
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Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock Purchase Rights
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(Title of each class to be so registered)
Item 1. Description of Registrant's Securities to be Registered.
On March 11, 2003, the Board of Directors of MangoSoft, Inc. (the
"Corporation" or the "Company") declared a dividend distribution of one right (a
"Right") to purchase one-tenth of a share of the Common Stock, $.01 par value,
of the Corporation (the "Common Shares") for each outstanding share of Common
Stock, payable to the stockholders of record on March 18, 2003 (the "Record
Date"). The Board of Directors also authorized and directed the issuance of one
Right with respect to each Common Share issued thereafter until the Distribution
Date (as defined below) and, in certain circumstances, with respect to Common
Shares issued after the Distribution Date. Except as set forth below, each
Right, when it becomes exercisable, entitles the registered holder to purchase
from the Corporation one-tenth of a Common Share at a price of $125.00 per whole
Common 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 Corporation and Interwest Transfer Co., Inc., as Rights Agent (the
"Rights Agent"), dated as of March 14, 2003.
Initially, the Rights will be attached to all certificates representing
Common Shares then outstanding, and no separate Right Certificates will be
distributed. The Rights will separate from the Common Shares upon the earliest
to occur of (i) a person or entity (a "Person") or group of affiliated or
associated Persons (a "Group") having acquired beneficial ownership of 15% or
more of the outstanding Common Shares (except pursuant to a Permitted Offer, as
hereinafter defined); or (ii) 10 business days (or such later date as the Board
of Directors may determine) following the commencement of, or announcement of an
intention to make, a tender offer or exchange offer the consummation of which
would result in a Person or Group becoming an Acquiring Person (as hereinafter
defined) (the earliest of such dates being called the "Distribution Date"). A
Person or Group whose acquisition of Common Shares causes a Distribution Date
pursuant to clause (i) above is an "Acquiring Person." The date that a Person or
Group becomes an Acquiring Person is the "Shares Acquisition Date."
Notwithstanding the foregoing, stockholders who currently own in excess of
5% of the outstanding Common Shares and their affiliates and associates
("Grandfathered Stockholders") will not be deemed to be Acquiring Persons and
their ownership will not cause a Distribution Date unless they acquire
additional Common Shares equal to more than 100% of the number of Common Shares
owned by them on the date of the Rights Agreement. Grandfathered Stockholders
may transfer some or all of the Common Shares which they beneficially own to any
Person that does not, prior to such transfer, beneficially own more than 1% of
the outstanding shares.
In addition, a Person who acquires Common Shares pursuant to a tender or
exchange offer which is for all outstanding Common Shares at a price and on
terms which the Board of Directors determines (prior to acquisition) to be
adequate and in the best interests of the Corporation and its stockholders
(other than such Person, its affiliates and associates) (a "Permitted Offer")
will not be deemed to be an Acquiring Person and such Person's ownership will
not constitute a Distribution Date.
The Rights Agreement provides that, until the Distribution Date, the Rights
will be transferred with and only with the Common Shares. Until the Distribution
Date (or earlier
redemption or expiration of the Rights), new Common Share certificates issued
after the Record Date upon the transfer or new issuance of Common Shares 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 transfer of any certificates for Common Shares outstanding as of
the Record Date, even without such notation or a copy of this Summary of Rights
being attached thereto, will also constitute the transfer of the Rights
associated with the Common Shares 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 Shares as of the close of business on the Distribution Date (and to each
initial record holder of certain Common Shares issued after the Distribution
Date), and such separate Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date, and will expire
at the close of business on March 19, 2003, unless earlier redeemed by the
Corporation as described below.
In the event that any person becomes an Acquiring Person, each holder of
Rights (other than Rights that have become null and void as described below)
will thereafter have the right (the "Flip-In Right") to receive, upon exercise
of such Rights, the number of Common Shares (or, in certain circumstances, other
securities of the Corporation) having a value (immediately prior to such
triggering event) equal to two times the aggregate exercise price of such
Rights. For example, if a Person became an Acquiring person at a time when the
current per share market price of the Corporation's Common Shares is $50.00 (and
prior to any antidilution adjustment as described below), each holder of a Right
(other than a Right which has become null and void as described herein) would
have the right to receive upon the exercise of the Right 5 Common Shares upon
the payment of an exercise price of $125.00.
The Board, at its option, may exchange each Right (other than those that
have become null and void as described below) for one Common Share in lieu of
the Flip-In Right, provided no Person is the beneficial owner of 50% or more of
the Common Shares at the time of such exchange. Notwithstanding the foregoing,
following the occurrence of the event described above, all Rights that are or
(under certain circumstances specified in the Rights Agreement) were
beneficially owned by any Acquiring Person or any affiliate or associate thereof
or certain transferees thereof will be null and void.
In the event that, at any time following the Shares Acquisition Date, (i)
the Corporation is acquired in a merger or other business combination
transaction in which the holders of all of the outstanding Common Shares
immediately prior to the consummation of the transaction are not the holders of
all of the surviving corporation's voting power, or (ii) more than 50% of the
Corporation's assets or earning power is sold or transferred, then each holder
of Rights (except Rights which previously have been voided as set forth above)
shall thereafter have the right (the "Flip-Over Right") to receive, upon
exercise of such Rights, common shares of the acquiring company (or in certain
circumstances, its parent) having a value equal to two times the aggregate
exercise price of the Rights; provided, however, that the Flip Over Right shall
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not apply to any transaction described in clause (i) if (x) such transaction is
with a Person or Persons (or a wholly owned subsidiary of any such Person or
Persons) that acquired Common Shares pursuant to a Permitted Offer and (y) the
price and form of consideration offered in such transaction is the same as that
paid to all holders of Common Shares whose shares were purchased pursuant to the
Permitted Offer. The holder of a Right will continue to have the Flip-Over Right
whether or not such holder exercises or surrenders the Flip-In Right.
The Purchase Price payable, and the number of Common Shares or other
securities 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 on, or a
subdivision, combination or reclassification of, the Common Shares, (ii) upon
the grant to holders of the Common Shares of certain rights or warrants to
subscribe for or purchase Common Shares at a price, or securities convertible
into Common Shares with a conversion price, less than the then current market
price of the Common Shares, or (iii) upon the distribution to holders of the
Common Shares of evidences of indebtedness or assets (excluding regular
quarterly cash dividends) or of subscription rights or warrants (other than
those referred to above).
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. No fractional Common Shares will be issued and, in lieu
thereof, an adjustment in cash will be made based on the market price of the
Common Shares on the last trading day prior to the date of exercise.
At any time prior to the earlier to occur of (i) a person becoming an
Acquiring Person or (ii) the expiration of the Rights, the Corporation may
redeem the Rights in whole, but not in part, at a price of $.001 per Right (the
"Redemption Price"), which redemption shall be effective at such time, on such
basis and with such conditions as the Board of Directors may establish in its
sole discretion. The Corporation may, at its option, pay the Redemption Price in
Common Shares.
All of the provisions of the Rights Agreement may be amended by the Board
of Directors 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, defect or inconsistency, to make changes which do not adversely
affect the interests of holders of Rights (excluding the interests of any
Acquiring Person), or, subject to certain limitations, to shorten or lengthen
any time period under the Rights Agreement.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Corporation, including, without limitation, the
right to vote or to receive dividends. While the distribution of the Rights will
not be taxable to stockholders of the Corporation, stockholders may, depending
upon the circumstances, recognize taxable income should the Rights become
exercisable or upon the occurrence of certain events thereafter.
Item 2. Exhibits.
4.1 Rights Agreement, dated as of March 14, 2003 between Mangosoft, Inc.
and Interwest Transfer Co., Inc.
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, thereunto duly authorized.
MANGOSOFT, INC.
By: /s/ Dale Vincent
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Dale Vincent
Chief Executive Officer
Date: March 17, 2003
Exhibit 4.1