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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
March 11, 2003 0-30781
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Date of Report (Date of earliest Commission File Number
event reported)
MangoSoft, Inc.
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(Exact name of registrant as specified in its charter)
Nevada 87-0543565
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification Number)
12 Pine Street Extension,
Nashua, New Hampshire 03060
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(Address of Principal Executive Offices) (Zip Code)
(888) 886-2646
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(Registrant's telephone number, including area code)
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Item 5. Other Events
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, 2013, 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
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 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit 4.1 Rights Agreement, dated as of March 14, 2003 between
MangoSoft, Inc. and Interwest Transfer Co., Inc., incorporated by reference from
Form 8-A of MangoSoft, Inc., filed with the Securities and Exchange Commission
on March 21, 2003.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MANGOSOFT, INC.
By:/s/ Dale Vincent
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Name: Dale Vincent
Chief Executive Officer
March 18, 2003