SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 29, 1998
ODETICS, INC.
--------------------------------------------------
(Exact name of registrant as specified in charter)
Delaware 000-10605 95-2588496
- ---------------------------- ----------- -------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1515 South Manchester Avenue, Anaheim 92802
- ------------------------------------- ---------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (714) 774-5000
--------------
None
--------------------------------------------------------------
(Former name or former address, if changed since last report.)
Item 5. Other Events.
------------
On April 24, 1998, the Board of Directors of Odetics, Inc. (the
"Company") declared a dividend of one preferred share purchase right (a "Right")
for each outstanding share of Class A and Class B Common Stock (collectively,
the "Common Stock"), par value $.10 per share, of the Company. The dividend
is payable on May 11, 1998 (the "Record Date") to the stockholders of record on
that date. Each Right entitles the registered holder to purchase from the
Company one one-thousandth of a share (a "Unit") of Series A or Series B Junior
Participating Preferred Stock, par value $1.00 per share, of the Company at a
price of $75.00 per Unit (the "Purchase Price"), subject to adjustment. Rights
to purchase Series A Preferred Stock and Series B Preferred Stock will be
distributed to holders of Class A Common Stock and Class B Common Stock,
respectively. The description and terms of the Rights are set forth in a Rights
Agreement dated as of April 24, 1998 (the "Rights Agreement") between the
Company and BankBoston, N.A. as Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) the close of business on the tenth
day following the date of a public announcement that a person or group of
affiliated or associated persons (an "Acquiring Person") have acquired
beneficial ownership of the lesser of (a) 15% or more of the outstanding Common
Stock or (b) 15% of the total voting power of the Common Stock or (ii) 10
business days (or such later date as may be determined by action of the
Continuing Directors prior to such time as any Person becomes an Acquiring
Person) following the commencement of, or announcement of an intention to make,
a tender offer or exchange offer the consummation of which would result in the
beneficial ownership by a person or group of 15% or more of such outstanding
Common Stock (the earlier of such dates being called the "Distribution Date"),
the Rights will be evidenced, with respect to any of the Common Stock
certificates outstanding as of the Record Date, by such Common Stock certificate
with a copy of this Summary of Rights attached thereto.
The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with and only with the Common Stock. Until the
Distribution Date (or earlier redemption or expiration of the Rights), new
Common Stock certificates issued after the Record Date, upon transfer or new
issuance 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 transfer of any certificates for
Common Stock, 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 Stock represented by such
certificate. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Rights 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 Rights Certificates alone will evidence the
Rights.
The Rights are not exercisable until the Distribution Date. The
Rights will expire at the close of business on May 10, 2008 (the "Final
Expiration Date"), unless the Final Expiration Date is extended or unless the
Rights are earlier redeemed or exchanged by the Company, in each case as
described below.
The Purchase Price payable, and the number of Units of Series A or
Series B Preferred Stock or other securities or property 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 Series A or Series B Preferred Stock, (ii) upon the
grant to holders of the Units of Series A or Series B Preferred Stock of certain
rights or warrants to subscribe for or purchase Units of Series A or Series B
Preferred Stock at a price, or securities convertible into Units of Series A or
Series B Preferred Stock with a conversion price, less than the then current
market price of the Units of Series A or Series B Preferred Stock or (iii) upon
the distribution to holders of the Units of Series A or Series B Preferred Stock
of evidences of indebtedness or assets (excluding regular periodic cash
dividends paid out of earnings or retained earnings or dividends payable in
Units of Series A or Series B Preferred Stock) or of subscription rights or
warrants (other than those referred to above).
The number of outstanding Rights and the number of Units of Series A
and Series B Preferred Stock issuable upon exercise of each Rights are also
subject to adjustment in the event of a stock split of the Common Stock
2.
or a stock dividend on the Common Stock payable in Common Stock or subdivisions,
consolidations or combinations of the Common Stock occurring, in any such case,
prior to the Distribution Date.
Units of Series A or Series B Preferred Stock purchasable upon
exercise of the Rights will not be redeemable. Each Unit of Series A or Series
B Preferred Stock will be entitled to an aggregate dividend of 1,000 times the
dividend declared per share of Common Stock. In the event of liquidation, the
holders of the Units of Series A or Series B Preferred Stock will be entitled to
an aggregate payment of 1,000 times the payment made per share of Common Stock.
Each Unit of Series A Preferred Stock will have 100 votes, voting together with
the Common Stock. Each Unit of Series B Preferred Stock will have 1,000 votes,
voting together with the Class B Common Stock. Finally, in the event of any
merger, consolidation or other transaction in which shares of Common Stock are
exchanged, each Unit of Series A Preferred Stock will be entitled to receive
1,000 times the amount received per share of Common Stock. These rights are
protected by customary antidilution provisions.
Because of the nature of the dividend, liquidation and voting rights,
the value of the Series A and Series B Preferred Stock, the Units of Series A
and Series B Preferred Stock purchasable upon exercise of each Rights should
approximate the value of one share of Class A or Class B of Common Stock,
respectively.
In the event that, after the Rights become exercisable, the Company is
acquired in a merger or other business combination transaction with an Acquiring
Person or an affiliate thereof, or 50% or more of its consolidated assets or
earning power are sold to an Acquiring Person or an affiliate thereof, proper
provision will be made so that each holder of a Rights will thereafter have the
right to receive, upon exercise thereof at the then current exercise price of
the Rights, that number of shares of common stock of the acquiring company which
at the time of such transaction will have a market value of two times the
exercise price of the Rights.
In the event that any person or group of affiliated or associated
persons becomes the beneficial owner of the lesser of (a) 15% or more of the
outstanding shares of Common Stock or (b) 15% of the total voting power of the
Common Stock, proper provision shall be made so that each holder of a Right,
other than Rights beneficially owned by the Acquiring Person (which will
thereafter be void), will thereafter have the right to receive upon exercise
that number of shares of Common Stock or Units of Series A or Series B Preferred
Stock (or cash, other securities or property) having a market value of two times
the exercise price of the Rights.
At any time after the acquisition by a person or group of affiliated
or associated persons of beneficial ownership of the lesser of (a) 15% or more
of the outstanding shares of Common Stock or (b) 15% of the total voting power
of the Common Stock, and prior to the acquisition by such person or group of 50%
or more of the outstanding Common Stock, the Continuing Directors of the Company
may exchange the Rights (other than Rights owned by such person or group which
have become void), in whole or in part, at an exchange ratio of one Unit of
Series A Preferred Stock (subject to adjustment) which shall equal, subject to
adjustment to reflect stock splits, stock dividends and similar transactions
occurring after the date hereof, that number obtained by dividing the Purchase
Price by the then current per share market price per Unit of Series A Preferred
Stock on the earlier of (i) the date on which any Person becomes an Acquiring
Person and (ii) the date on which a tender or exchange offer is announced by any
Person, if upon consummation thereof such Person would be the Beneficial Owner
of the lesser of (a) 15% or more of the shares of Company Common Stock or (b)
15% of the total voting power of the Common Stock, then outstanding.
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 shares of Series A Preferred Stock will be
issued (other than fractions which are integral multiples of one one-thousandth
of a share of Series A or Series B Preferred Stock, which may, at the election
of the Company, be evidenced by depositary receipts) and, in lieu thereof, an
adjustment in cash will be made based on the market price of the Units of Series
A or Series B Preferred Stock on the last trading day prior to the date of
exercise.
At any time prior to the Distribution Date, the Board of Directors of
the Company may redeem the Rights in whole, but not in part, at a price of $.001
per Right (the "Redemption Price"), upon the approval of majority
3.
of the Continuing Directors. The redemption of the rights may be made effective
at such time on such basis and with such conditions as the Board of Directors,
upon the approval of the Continuing Directors, in its sole discretion may
establish. Immediately upon any redemption of 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. The Rights are also redeem able under other
circumstances as specified in the Rights Agreement.
The terms of the Rights may be amended by the Board of Directors of
the Company without the consent of the holders of the Rights, upon the approval
of a majority of the Continuing Directors, except that from and after a
Distribution Date no such amendment may adversely affect the interests of the
holders of the Rights.
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.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Company's Board of Directors, except pursuant to an
offer conditioned on a substantial number of Rights being acquired. The Rights
should not interfere with any merger or other business combination approved by
the Board of Directors since the Rights may be redeemed by the Company at the
Redemption Price prior to the occurrence of a Distribution Date.
The Rights Agreement, dated as of April 24, 1998, between the Company
and the Rights Agent, specifying the terms of the Rights, is attached hereto as
an exhibit and is incorporated herein by reference. The foregoing description
of the Rights is qualified in its entirety by reference to such exhibit. The
Certificate of Designation for the Series A Junior Participating Preferred Stock
is attached hereto as an exhibit. The foregoing description of the Series A
Junior Participating Preferred Stock is qualified in its entirety by reference
to such exhibit.
Item 7. Financial Statements and Exhibits.
---------------------------------
Exhibit 4 Rights Agreement, dated as of April 24, 1998, between the
Company and BankBoston, N.A. which includes the form of
Certificate of Designation for the Junior Participating
Preferred Stock as Exhibit A, the form of Rights Certificate
as Exhibit B and the Summary of Rights to Purchase Series A
and Series B Preferred Shares as Exhibit C. Pursuant to the
Rights Agreement, printed Right Certificates will not be
mailed until as soon as practicable after the earlier of (i)
the close of business on the tenth day following the date of
a public announcement that a person or group has acquired
beneficial ownership of the lesser of (a) 15% or more of the
shares of Common Stock or (b) 15% of the total voting power
of the Common Stock or (ii) the tenth business day (or such
later date as may be determined by action of a majority of
the Continuing Directors) after a person commences, or
announces its intention to commence, a tender offer or
exchange offer the consummation of which would result in the
beneficial ownership by a person or group of the lesser of
(a) 15% or more of the shares of Common Stock or (b) 15% of
the total voting power of the Common Stock.
Exhibit 20(a) Press Release dated May 1, 1998.
Exhibit 20(b) Form of Letter to Stockholders of Odetics, Inc. regarding
the adoption of the Rights Plan pursuant to the Rights
Agreement.
4.
SIGNATURE
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 thereunto duly authorized.
ODETICS, INC.
DATE: April 29, 1998 By: /s/ JOEL SLUTZKY
-------------------------
Name: Joel Slutzky
Title: Chairman of the Board and
Chief Executive Officer
EXHIBIT INDEX
Exhibit
Number Document Description
- ------ --------------------
4 Rights Agreement, dated as of April 24, 1998, between the Company and
BankBoston, N.A., which includes the form of Certificate of
Designation for the Junior Participating Preferred Stock as Exhibit A,
the form of Rights Certificate as Exhibit B and the Summary of Rights
to Purchase Series A Preferred Shares as Exhibit C. Pursuant to the
Rights Agreement, printed Right Certificates will not be mailed until
as soon as practicable after the earlier of (i) the close of business
on the tenth day following the date of a public announcement that a
person or group has acquired beneficial ownership of the lesser of (a)
15% or more of the shares of Common Stock or (b) 15% of the total
voting power of the Common Stock, or (ii) the tenth business day (or
such later date as may be determined by action of a majority of the
Continuing Directors) after a person commences, or announces its
intention to commence, a tender offer or exchange offer the
consummation of which would result in the beneficial ownership by a
person or group of the lesser of (a) 15% or more of the shares of
Common Stock or (b) 15% of the total voting power of the Common Stock.
20(a) Press Release dated May 1, 1998.
20(b) Form of Letter to Stockholders of Odetics, Inc. regarding the
adoption of the Rights Plan pursuant to the Rights Agreement.