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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
JANUARY 6, 1998
Date of Report (Date of earliest event reported)
LABOR READY, INC.
(Exact name of registrant as specified in its charter)
WASHINGTON 0-23828 15-0372290
(State or other jurisdiction of (Commission File (IRS Employer Identification
incorporation) Number) No.)
1016 SOUTH 28TH STREET
TACOMA, WASHINGTON 98409
(253) 383-9101
(Address of principal executive offices)
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Item 5. Other Events.
On January 6, 1998, Labor Ready, Inc. (the "Company"), pursuant to
authority previously granted by the Board of Directors, declared a dividend of
one preferred share purchase right (a "Right") for each outstanding share of
common stock, no par value per share, of the Company (the "Common Stock"). The
dividend is payable on February 2, 1998 (the "Record Date") to the shareholders
of record on that date.
Each Right entitles the registered holder to purchase from the Company one
one-hundredth of a share of Series A Junior Participating Preferred Stock, no
par value per share, of the Company (the "Preferred Stock") at a price of
$113.06 per one one-hundredth of a share of Preferred Stock (the "Purchase
Price"), subject to adjustment. The description and terms of the Rights are set
forth in a Rights Agreement dated as of January 6, 1998, as the same may be
amended from time to time (the "Rights Agreement"), between the Company and
TranSecurities International, Inc., as Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) 10 days following a public announcement
that a person or group of affiliated or associated persons (an "Acquiring
Person") have acquired beneficial ownership of 15% or more of the outstanding
shares of Common Stock, other than pursuant to a Permitted Offer (as defined
below) or (ii) 10 business days (or such later date as may be determined by
action of the Board of Directors prior to such time as any person or group of
affiliated persons 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 the outstanding shares of Common Stock, other than
pursuant to a Permitted Offer (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 together with a copy of a "Summary of Rights to Purchase
Shares of Common Stock." Notwithstanding the foregoing, if a person or group
would be deemed an Acquiring Person upon the adoption of the Rights Agreement,
such person or group will not be deemed an Acquiring Person for any purposes of
the Rights Agreement unless and until such person or group becomes the
beneficial owner of any additional shares of Common Stock after the adoption of
the Rights Agreement.
A "Permitted Offer" is a tender offer or an exchange offer for all
outstanding shares of Common Stock of the Company at a price and on terms
determined by the Board of Directors of the Company, after receiving advice from
one or more investment banking firms, to be (i) fair to shareholders (taking
into account all factors which the Board of Directors deems relevant) and
(ii) otherwise in the best interests of the Company and its shareholders and
which the Board of Directors determines to recommend to the shareholders of the
Company.
The Rights Agreement provides that, until the Distribution Date (or earlier
redemption or expiration of the Rights), 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
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Stock certificates issued after the Record Date upon transfer or new issuances
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 shares of Common
Stock outstanding as of the Record Date, will also constitute the transfer of
the Rights associated with the shares of Common Stock 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 Stock as of the close of business on the
Distribution Date and such separate Right Certificates alone will evidence the
Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on January 6, 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 shares of 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 Preferred
Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights
or warrants to subscribe for or purchase Preferred Stock at a price, or
securities convertible into Preferred Stock with a conversion price, less than
the then-current market price of the Preferred Stock or (iii) upon the
distribution to holders of the Preferred Stock of evidences of indebtedness or
assets (excluding regular periodic cash dividends or dividends payable in
Preferred Stock) 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 the Purchase Price.
No fraction of a share of Preferred Stock (other than fractions in integral
multiples of one one-hundredth of a share) will be issued and, in lieu thereof,
an adjustment in cash will be made based on the closing price on the last
trading date prior to the date of exercise.
The number of outstanding Rights and the number of one one-hundredths of a
share of Preferred Stock issuable upon exercise of each Right are also subject
to adjustment in the event of a stock split of the Common Stock or a stock
dividend on the Common Stock payable in shares of Common Stock or subdivisions,
consolidations or combinations of the Common Stock occurring, in any such case,
prior to the Distribution Date.
Shares of Preferred Stock purchasable upon exercise of the Rights will not
be redeemable. Each share of Preferred Stock will be entitled to a minimum
preferential quarterly dividend payment of $1.00 per share but will be entitled
to an aggregate dividend of 100 times the dividend declared per share of Common
Stock. In the event of liquidation, the holder of shares of Preferred Stock
will be entitled to a minimum preferential liquidation payment of $100.00 per
share but will entitled to an aggregate payment of 100 times the payment made
per share of Common Stock. Each share of Preferred Stock will have 100 votes,
voting together with the shares of Common Stock. Finally, in the event of any
merger, consolidation or other transaction
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in which shares of Common Stock are exchanged, each share of Preferred Stock
will be entitled to receive 100 times the amount received per share of Common
Stock. These rights are subject to adjustment in the event of a stock dividend
on the shares of Common Stock or a subdivision, combination or consolidation of
the shares of Common Stock.
In the event that any person or group of affiliated or associated persons
becomes an Acquiring Person, each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will thereupon become void),
will thereafter have the right to receive upon exercise of a Right at the then
current exercise price of the Right, that number of one one-hundredths shares of
Preferred Stock and, in lieu of Preferred Stock, such number of shares of Common
Stock having a then market value of two times the exercise price of the Right.
In the event that, after a person or group has become an Acquiring Person,
the Company is acquired in a merger or other business combination transaction 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 (other than Rights
beneficially owned by an Acquiring Person which will have become void) will
thereafter have the right to receive, upon the exercise of the Right at the then
current exercise price of the Right, that number of shares of common stock of
the person with whom the Company has engaged in the foregoing transaction which
number of shares at the time of such transaction will have a market value of two
times the exercise price of the Right.
At any time after any person or group becomes an Acquiring Person and prior
to the acquisition by such person or group of 50% or more of the outstanding
shares of Common Stock or the occurrence of an event described in the prior
paragraph, the Board of Directors of the Company may exchange the Rights (other
than Rights owned by such person or group which will have become void), in whole
or in part, at an exchange ratio of one share of Common Stock per Right (subject
to adjustment).
At any time prior to the time an Acquiring Person becomes such, 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"). The redemption of the Rights
may be made effective at such time, on such basis and with such conditions as
the Board of 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.
For so long as the Rights are then redeemable, the Company may amend the
Rights in any manner. After the Rights are no longer redeemable, the Company may
amend the Rights in any manner that does not adversely affect the interests of
holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.
This summary description of the Rights does not purport to be complete and
is qualified in its entirety by reference to the Rights Agreement, as the same
may be amended from time to time, which is hereby incorporated herein by
reference.
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Item 7. Exhibits.
1. Rights Agreement, dated as of January 6, 1998, between the
Company and TranSecurities International, Inc., which includes
the Articles of Amendment of Articles of Incorporation as
Exhibit A thereto, the form of Right Certificate as Exhibit B
thereto and the form of Summary of Rights to Purchase Shares of
Preferred Stock as Exhibit C thereto.
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 hereto duly authorized.
LABOR READY, INC.
By /s/ Glenn A. Welstad
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Glenn A. Welstad
Chairman, Chief Executive Officer and
President
Dated: January 16, 1998
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EXHIBIT INDEX
Exhibit No. Description
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1. Rights Agreement, dated as of January 6, 1998, between the
Company and TranSecurities International, Inc., which includes
the Articles of Amendment of Articles of Incorporation as
Exhibit A thereto, the form of Right Certificate as Exhibit B
thereto and the form of Summary of Rights to Purchase Shares of
Preferred Stock as Exhibit C thereto.