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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)
JANUARY 29, 2003
MOLDFLOW CORPORATION
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(Exact name of registrant as specified in charter)
Delaware 000-30027 04-3406763
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(State or other (Commission file number) (IRS employer
jurisdiction of identification no.)
incorporation)
430 Boston Post Road, Wayland, MA 01778
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (508) 358-5848
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ITEM 5. OTHER EVENTS
On January 29, 2003 the Board of Directors of Moldflow Corporation (the
"Company") adopted a shareholder rights plan, as set forth in the Shareholder
Rights Agreement, dated January 29, 2003, between the Company and EquiServe
Trust Company, N.A., as Rights Agent (the "Rights Agreement"). The following
description of the terms of the Rights Agreement does not purport to be complete
and is qualified in its entirety by reference to the Rights Agreement which is
attached hereto as an exhibit and is incorporated herein by reference.
Pursuant to the terms of the Rights Agreement, the Board of Directors
declared a dividend distribution of one Preferred Stock Purchase Right (a
"Right") for each outstanding share of Common Stock of the Company (the "Common
Stock") to shareholders of record as of the close of business on January 30,
2003 (the "Record Date"). In addition, one Right will automatically attach to
each share of Common Stock issued between the Record Date and the Distribution
Date (as hereinafter defined). Each Right entitles the registered holder thereof
to purchase from the Company a unit consisting of one ten-thousandth of a share
(a "Unit") of Series A Junior Participating Cumulative Preferred Stock, par
value $0.01 per share, of the Company (the "Preferred Stock") at a cash exercise
price of $51.00 per Unit (the "Exercise Price"), subject to adjustment, under
certain conditions specified in the Rights Agreement and summarized below.
Initially, the Rights are not exercisable and are attached to and trade
with all shares of Common Stock outstanding as of, and issued subsequent to, the
Record Date. The Rights will separate from the Common Stock and will become
exercisable upon the earlier of (i) the close of business on the tenth calendar
day following the first 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 outstanding shares of Common Stock, other than as a result
of repurchases of stock by the Company or certain inadvertent actions by a
shareholder (the date of said announcement being referred to as the "Stock
Acquisition Date"), or (ii) the close of business on the tenth business day (or
such later day as the Board of Directors may determine) following the
commencement of a tender offer or exchange offer that could result upon its
consummation in a person or group becoming the beneficial owner of 15% or more
of the outstanding shares of Common Stock (the earlier of such dates being
herein referred to as the "Distribution Date").
In the event that a Stock Acquisition Date occurs, proper provision will
be made so that each holder of a Right (other than an Acquiring Person or its
associates or affiliates, whose Rights shall become null and void) will
thereafter have the right to receive upon exercise that number of Units of
Preferred Stock of the Company having a market value of two times the exercise
price of the Right (such right being referred to as the "Subscription Right").
In the event that, at any time following the Stock Acquisition Date, (i) the
Company consolidates with, or merges with and into, any other person, and the
Company is not the continuing or surviving corporation, (ii) any person
consolidates with the Company, or merges with and into the Company and the
Company is the continuing or surviving corporation of such merger and, in
connection with such merger, all or part of the shares of Common Stock are
changed into or exchanged for stock or other securities of any other person or
cash or any other property, or (iii)
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50% or more of the Company's assets or earning power is sold, mortgaged or
otherwise transferred, each holder of a Right (other than an Acquiring Person or
its associates or affiliates, whose Rights shall become null and void) will
thereafter have the right to receive, upon exercise, common stock of the
acquiring company having a market value equal to two times the exercise price of
the Right (such right being referred to as the "Merger Right"). The holder of a
Right will continue to have the Merger Right whether or not such holder has
exercised the Subscription Right. Rights that are or were beneficially owned by
an Acquiring Person may (under certain circumstances specified in the Rights
Agreement) become null and void.
The Rights may be redeemed in whole, but not in part, at a price of $0.01
per Right (payable in cash, Common Stock or other consideration deemed
appropriate by the Board of Directors) by the Board of Directors only until the
earlier of (i) the time at which any person becomes an Acquiring Person or (ii)
the expiration date of the Rights Agreement. Immediately upon the action of the
Board of Directors ordering redemption of the Rights, the Rights will terminate
and thereafter the only right of the holders of Rights will be to receive the
redemption price.
The Rights Agreement may be amended by the Board of Directors in its sole
discretion until the time at which any person becomes an Acquiring Person. After
such time the Board of Directors may, subject to certain limitations set forth
in the Rights Agreement, amend the Rights Agreement only to cure any ambiguity,
defect or inconsistency, to shorten or lengthen any time period, or to make
changes that do not adversely affect the interests of Rights holders (excluding
the interests of an Acquiring Person or its associates or affiliates). In
addition, the Board of Directors may at any time prior to the time at which any
person becomes an Acquiring Person, amend the Rights Agreement to lower the
threshold at which a person becomes an Acquiring Person to not less than the
greater of (i) the sum of .001% and the largest percentage of the outstanding
Common Stock then owned by any person and (ii) 10%.
Until a Right is exercised, the holder will have no rights as a
stockholder of the Company (beyond those as an existing stockholder), including
the right to vote or to receive dividends. While the distribution of the Rights
will not be taxable to stockholders or to the Company, stockholders may,
depending upon the circumstances, recognize taxable income in the event that the
Rights become exercisable for Units, other securities of the Company, other
consideration or for common stock of an acquiring company.
The Rights are not exercisable until the Distribution Date and will expire
at the close of business on January 30, 2013 (the "Expiration Date"), unless
previously redeemed or exchanged by the Company as described below.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
Exhibit 3.1 - Certificate of Designations, Preferences and Rights of
a Series of Preferred Stock of Moldflow Corporation
classifying and designating the Series A Junior
Participating Cumulative Preferred Stock, filed as an
exhibit to the Company's Registration Statement on
Form 8-A on February 3, 2003.
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Exhibit 4.1 - Shareholder Rights Agreement, dated as of January 29,
2003 between Moldflow Corporation and EquiServe Trust
Company, N.A., as Rights Agent, filed as an exhibit to the
Company's Registration Statement on Form 8-A on
February 3, 2003.
Exhibit 99.1 - Press Release issued by Moldflow Corporation dated
January 30, 2003.
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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 hereunto duly authorized.
MOLDFLOW CORPORATION
Date: February 3, 2003 By: /s/ A. Roland Thomas
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Name: A. Roland Thomas
Title: President and CEO
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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3.1 Certificate of Designations, Preferences and Rights of a
Series of Preferred Stock of Moldflow Corporation classifying
and designating the Series A Junior Participating Cumulative
Preferred Stock, filed as an exhibit to the Company's
Registration Statement on Form
8-A on February 3, 2003
4.1 Shareholder Rights Agreement, dated as of January 29, 2003
between Moldflow Corporation and EquiServe Trust Company,
N.A., as Rights Agent, filed as an exhibit to the Company's
Registration Statement on Form 8-A on February 3, 2002
99.1 Press Release issued by Moldflow Corporation dated January
30, 2003.
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