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
OnLine Power Supply, Inc.
- --------------------------------------------------------------------------------
Nevada 84-1176494
- ----------------------------------------- -------------------------------------
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
8100 So. Akron Street, S.308, Englewood, CO 80112
- -------------------------------------------- ----------------------------------
(Address of principal executive offices) (zip code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to section 12(b) of the pursuant to section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. / / box. /X /
Securities Act registration statement file number to which this form relates:
N/A
- --------------------------------------------------------------------------------
(If applicable)
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:
Preferred Stock Purchase Rights
- --------------------------------------------------------------------------------
1
ITEM 1. Description of the Registrant's Securities to be Registered.
This summary is qualified by reference to the detailed provisions of the
Rights Agreement, a copy of which is filed herewith as Exhibit 2. A copy of the
Rights Agreement is available free of charge from the Company.
As of April 25, 2001, the board of directors of OnLine Power Supply, Inc.
(the "Company") declared a distribution of one Right for each outstanding one
share of common stock (the "Common Shares") of the Company. The distribution is
to be made as of April 25, 2001 (the "Rights Record Date") to the stockholders
of record on that date. All Common Shares issued after the Rights Record Date
also will carry one Right for each share. The Rights are designed to discourage
unfair takeovers of the Company, by encouraging a potential acquiror of the
Company to negotiate with the board of directors a fair price for the Company.
The Rights defined as part of the Rights Agreement between the Company and
Corporate Stock Transfer, Inc. as the Rights Agent. Arrangements adopted by
United States corporations which are similar to the Rights Agreement are often
called "poison pills." As summarized below, if a Qualified Offer is made to
acquire all the stock of the Company, the Rights would be redeemed by the board
of directors, thus causing the poison pill to disappear.
Each Right entitles the registered holder to purchase from the Company,
initially, one one-thousandth (1/1,000th) of one (1) share of Series P Preferred
Stock ("Preferred Shares") at a price of $200.00 (the "Purchase Price") for each
1/1,000th of 1 share, subject to adjustment. Fractional shares will not be
issued, but will be cashed out.
A Preferred Share purchasable upon exercise of the Rights will be entitled
to dividends equal to 1,000 times the dividends, per share, declared on the
Common Shares. In the event of liquidation, a Preferred Share will be entitled
to a minimum preferential liquidating distribution of $1,000 per share and an
aggregate liquidating distribution, per share, equal to 1,000 times the
distribution made per Common Share. The Preferred Shares will vote together with
the Common Shares and in the event of any merger, consolidation or other
transaction in which Common Shares are exchanged, each Preferred Share will be
entitled to receive 1,000 times the amount received per Common Share.
Because of the Preferred Shares' dividend and liquidation rights, the value
when issued of the 1/1,000th of a Preferred Share purchasable upon exercise of
each Right should approximate the underlying value (but not necessarily the
market value) of one Common Share.
Until the earlier to occur of (i) 10 business days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") has acquired beneficial ownership of 15% or more of the
Company's general voting power other than pursuant to a Qualified Offer (as
defined below), the date of such public announcement being called the "Stock
Acquisition Date," or (ii) 10 business days (or such later date as may be
determined by action of the board of directors) 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 the Company's general voting power (the date of such
earlier occurrence being called the "Distribution Date"), the Rights will be
evidenced by the certificates representing the Common Shares and will be
transferred with and only with the Common Shares. New Common Share certificates
issued after the Rights Record Date upon transfer or new issuance of Common
Shares will contain a notation incorporating the Rights Agreement by reference,
and the surrender for transfer of any certificate for Common Shares, even
without such notation or a copy of this Summary of
2
Rights being attached thereto, will also constitute the transfer of the Rights
associated with the Common Shares represented by such certificate.
If there ever is a Distribution Date, then immediately the Company will
mail to holders of record of the Common Shares (as of the close of business on
the Distribution Date) separate certificates evidencing the Rights ("Right
Certificates"), and such separate Right Certificates alone will evidence the
Rights.
The Rights are not exercisable until the Distribution Date. The Rights will
expire on the tenth anniversary of the Rights Record Date (the "Final Expiration
Date"), unless the Final Expiration Date is extended or unless the Rights are
earlier redeemed or exchanged by the Company, as described below.
The Purchase Price payable, the number of shares or other securities or
property issuable upon exercise of the Rights, and the number of outstanding
Rights, are subject to adjustment from time to time to prevent dilution.
A Qualified Offer is a tender offer or exchange offer for all outstanding
Common Shares which is determined by the directors not affiliated with an
Acquiring Person to be fair to and otherwise in the best interests of the
Company and its shareholders.
If any person becomes an Acquiring Person other than by a purchase pursuant
to a Qualified Offer, proper provision shall be made so that each holder of a
Right, other than Rights beneficially owned by the Acquiring Person (which will
not be entitled to the benefit of such adjustment) will thereafter have the
right to receive upon exercise that number of Common Shares or Common Share
equivalents having a market value of two times the exercise price of the Right
(i.e., Common Shares will be issued at one-half or 50% of market value at the
time).
If, at any time after an Acquiring Person has become such, the Company is
acquired in a merger or other business combination transaction (other than a
merger which follows a Qualified Offer at the same or a higher price) or 50% or
more of its consolidated assets or earning power are sold, proper provision will
be made so that each holder of a Right will thereafter have the right to
receive, upon the exercise thereof at the then current exercise price of the
Right, 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 Right.
At any time after an Acquiring Person has become such, the board of
directors of the Company may exchange the Rights (other than Rights owned by
such person or group), in whole or in part, at an exchange ratio of one Common
Share per one Right (subject to adjustment), termed an "Exchange." Unlike
exercise of a Right with cash (see the preceding paragraph), such an Exchange
would not require payment of cash or other consideration by the holder of the
Right.
At any time up to close of business on a Stock Acquisition Date, the board
of directors of the Company may redeem the Rights in whole, but not in part, at
a price of $.01 per Right (the "Redemption Price"). Immediately upon any
redemption of the Rights, the right to exercise them will terminate and the only
right of the holders will be to receive the Redemption Price. However, such
redemption only can be made in conjunction with the board of directors'
determination that there is a Qualified Offer.
The terms of the Rights may be amended by the board of directors without
the consent of the holders of the Rights at any time prior to the Distribution
Date. Thereafter the Rights may be amended to make
3
changes which do not adversely affect the interests of the holders of the
Rights, or which shorten or lengthen time periods, subject to certain
limitations set forth in the Rights Agreement.
Holders of Rights will have no rights as stockholders of the Company, until
Preferred Shares or Common Shares are acquired on exercise or exchange of the
Rights.
ITEM 2. EXHIBITS.
4.3 Rights Agreement, dated as of April 25, 2001 between OnLine Power
Supply, Inc. and Corporate Stock Transfer, Inc. as Rights Agent;
includes Form of Right Certificate, Summary of Rights, which will be
sent to all holders of record of the outstanding shares of Common Stock
of the registrant, and the Certificate of Designation creating the
Series P Preferred Stock.
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 and duly authorized.
OnLine Power Supply, Inc.
Date: April 24, 2001 By: /s/ Kris M. Budinger
-------------------------------------------
Kris M. Budinger, Chief Executive Officer
EXHIBIT INDEX
EXHIBIT NO. NAME OF ITEM
4.3 Rights Agreement, dated as of April 25, 2001 between OnLine Power
Supply, Inc. and Corporate Stock Transfer, Inc. as Rights Agent;
includes Form of Right Certificate, Summary of Rights, which will
be sent to all holders of record of the outstanding shares of
Common Stock of the registrant, and the Certificate of Designation
creating the Series P Preferred Stock.
4