SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
INTEGRATED MEASUREMENT SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
OREGON 93-0840631
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(State of incorporation or organization) (I.R.S. employer identification no.)
9525 SW GEMINI DRIVE, BEAVERTON, OREGON 97008
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(Address of principal executive offices)(Zip Code)
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:
SHARE PURCHASE RIGHTS
______________________________________________________________________________
(Title of Class)
ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Pursuant to a Rights Agreement dated March 25, 1998 (the "Rights
Agreement") between Integrated Measurement Systems, Inc. (the "Company") and
ChaseMellon Shareholder Services, L.L.C., as Rights Agent (the "Rights
Agent"), the Company's Board of Directors has declared a dividend of one
right ("Right") to purchase one one-hundredth of a share of the Company's
Series A Participating Preferred Stock ("Series A Participating Preferred
Stock") for each outstanding share of Common Stock, $.01 par value ("Common
Stock"), of the Company. The dividend is payable to shareholders of record as
of the close of business on April 17, 1998 (the "Record Date"). Each Right
entitles the registered holder to purchase from the Company one one-hundredth
of a share of Series A Participating Preferred Stock at an exercise price of
$70.00, subject to adjustment (the "Purchase Price").
In connection with its adoption of the Shareholder Rights Plan, the
Board of Directors has amended the Company's Restated Bylaws to opt out of
Oregon's Control Share Statute. The Statute provides that an acquiring
person is prohibited from voting shares of an Oregon corporation acquired in
a control share acquisition unless and until the shareholders, at a special
meeting demanded by the acquiring person, vote to restore voting rights by a
majority of the outstanding shares, excluding the control shares and certain
other shares. A control share acquisition is one that causes the total
voting power of the acquiring person to exceed one-fifth, one-third or
one-half of the total voting power of all the voting shares without the prior
approval of the issuing company's board of directors. The Board opted out of
the Statute because it determined that the Shareholder Rights Plan offers
greater protection to the Company's shareholders against substantial share
acquisitions that are not approved by the Board in advance.
The following summary of the principal terms of the Rights Agreement is
a general description only and is subject to the detailed terms and
conditions of the Rights Agreement. A copy of the Rights Agreement is
attached as Exhibit 4.1 to this Registration Statement and is incorporated
herein by reference.
RIGHTS EVIDENCED BY COMMON STOCK CERTIFICATES
The Rights will not be exercisable until the Distribution Date (defined
below). Certificates for the Rights ("Rights Certificates") will not be sent
to shareholders and the Rights will attach to and trade only together with
the Common Stock. Accordingly, Common Stock certificates outstanding on the
Record Date will evidence the Rights related thereto, and Common Stock
certificates issued after the Record Date will contain a notation
incorporating the Rights Agreement by reference. Until the Distribution Date
(or earlier redemption or expiration of the Rights), the surrender or
transfer of any certificates for Common Stock, outstanding as of the Record
Date, even without notation or a copy of the Summary of Rights being attached
thereto, will also constitute the surrender or transfer of the Rights
associated with the Common Stock represented by such certificate.
DISTRIBUTION DATE
The Rights will separate from the Common Stock, Rights Certificates will
be issued and the Rights will become exercisable upon the earlier of: (i) the
first date of public announcement (the "Stock Acquisition Date") that a
person or group of affiliated or associated persons has acquired, or obtained
the right to acquire, beneficial ownership of 20% or more of the outstanding
Common Stock in a transaction not approved by the Board of Directors (an
"Acquiring Person"), or (ii) ten business days (or such later date as the
Board 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 the beneficial ownership by a person or group of 20% or more
of the outstanding Common Stock in a transaction not approved by the Board of
Directors. The earlier of such dates is referred to as the "Distribution
Date."
PROVISIONS RELATING TO CADENCE DESIGN SYSTEMS, INC.
The Rights Plan includes grandfathering provisions that exempt Cadence
Design Systems, Inc. ("Cadence") at its current level of Common Stock
ownership (presently approximately 37%) and further permit Cadence and its
subsidiaries to acquire up to an additional 7.5% of the then outstanding IMS
shares without triggering the Rights. Thus, based on its current level of
ownership, Cadence may acquire up to an approximate 44.5% ownership interest
in Company Common Stock without triggering the Rights. However, dispositions
of its existing shares will reduce Cadence's maximum permissible level of
ownership share-for-share. In addition, the grandfathering provisions
terminate upon Cadence's ownership first falling below 20% of the Company's
Common Stock.
ISSUANCE OF RIGHTS CERTIFICATES; EXPIRATION OF RIGHTS
As soon as practicable following the Distribution Date, separate 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 from and after the Distribution
Date. All Common Stock issued prior to the Distribution Date will be issued
with Rights. The Rights will expire on the earlier of (i) March 25, 2008
(the "Final Expiration Date") and (ii) redemption or exchange of the Rights
as described below.
INITIAL EXERCISE OF THE RIGHTS
Following the Distribution Date, and until one of the further events
described below, each Right will entitle its holder to receive, upon exercise
and the payment of the Purchase Price, one one-hundredth of a share of the
Series A Participating Preferred Stock. In the event that the Company does
not have sufficient Series A Participating Preferred Stock available for all
Rights to be exercised, or the Board decides that such action is necessary
and not contrary to the interest of the Rights holders, the Company may
instead substitute cash, assets or other securities for the Series A
Participating Preferred Stock for which the Rights would have been
exercisable under this provision or as described below.
RIGHT TO BUY COMPANY COMMON STOCK
Unless the Rights are earlier redeemed, in the event that there shall be
an Acquiring Person, then proper provision will be made so that each holder
of a Right which has not theretofore been exercised (other than Rights
beneficially owned by the Acquiring Person or any transferee thereof, which
will thereafter be void) will thereafter have the right to receive, upon
exercise and payment of the Purchase Price, Common Stock (or, in certain
circumstances as determined by the Board of Directors, cash, other property
or other securities) having a value equal to two times the Purchase Price.
Such provision is also required to be made in the event that, during such
time as there shall be an Acquiring Persons, such Acquiring Person's
beneficial ownership is increased by more than 1% as a result of certain
reclassifications, recapitalizations or other transactions involving the
Company or its subsidiaries. Rights are not exercisable following the
occurrence of an event described above until such time as the Rights are no
longer redeemable by the Company as set forth below.
RIGHT TO BUY ACQUIRING COMPANY STOCK
Similarly, unless the Rights are earlier redeemed, in the event that,
after the Stock Acquisition Date, (i) the Company is acquired in a merger or
other business combination transaction, or (ii) 50% or more of the Company's
assets or earning power are sold (other than in transactions in the ordinary
course of business), proper provision will be made so that each holder of a
Right which has not theretofore been exercised (other than Rights
beneficially owned by the Acquiring Person, which will thereafter be void)
will thereafter have the right to receive, upon exercise and payment of the
Purchase Price, shares of common stock of the acquiring company (or, in
certain circumstances, its parent) having a value equal to two times the
Purchase Price.
BOARD APPROVAL
The Rights will not become exercisable if any acquisition of 20% or more
of the Company's outstanding Common Stock has been pre-approved by a majority
of the Board of Directors of the Company. The Rights will also not become
exercisable pursuant to an offer for all outstanding shares of Common Stock
at a price and upon terms that a majority of the Board of Directors
determines to be in the best interest of the Company and its shareholders.
EXCHANGE PROVISION
At any time after any Person becomes an Acquiring Person but prior to
any Person becoming the beneficial owner of 50% or more of the Common Stock
then outstanding, the Board of Directors of the Company may exchange the
Rights (other than Rights owned by the Acquiring Person), in whole or in
part, for one share of Common Stock per Right.
REDEMPTION
At any time on or prior to the close of business on the earlier of (i)
the close of business on the Stock Acquisition Date, or (ii) the close of
business on the Final Expiration Date, the Company may redeem the Rights in
whole, but not in part, at a price of $0.001 per Right.
ADJUSTMENTS TO PREVENT DILUTION
The Purchase Price payable, the number of Rights, and the number of
shares of Series A Participating Preferred Stock or Common Stock or other
securities issuable upon exercise of the Rights are subject to adjustment
from time to time in connection with dilutive issuances by the Company as set
forth in the Rights Agreement.
CASH PAID INSTEAD OF ISSUING FRACTIONAL SHARES
No fractional portion of a share of Common Stock will be issued upon
exercise of a Right, and in lieu thereof, an adjustment in cash will be made
based on the market price of the Common Stock on the last trading date prior
to the date of exercise.
NO SHAREHOLDERS' RIGHTS PRIOR TO EXERCISE
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company (other than any rights resulting from
such holder's ownership of Common Stock), including, without limitation, the
right to vote or to receive dividends.
AMENDMENT OF RIGHTS AGREEMENT
Other than those provisions relating to the rights, duties and
obligations of the Rights Agent and certain principal economic terms of the
Rights, any of the provisions of the Rights Agreement may be supplemented or
amended by the Board of Directors in any manner prior to the close of
business on 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 to shorten or lengthen any time period under the
Rights Agreement; provided, however, that no amendment to adjust the time
period governing redemptions shall be made at such time as the Rights are not
redeemable.
RIGHTS AND PREFERENCES OF THE SERIES A PARTICIPATING PREFERRED STOCK
Series A Participating Preferred Stock purchasable upon exercise of the
Rights will not be redeemable. Each share of Series A Participating Preferred
Stock will be entitled to an aggregate quarterly dividend of the greater of
$70 and 100 times the aggregate per share amount for all non-cash dividends
declared on the Common Stock. In the event of liquidation, the holders of
the Series A Participating Preferred Stock will receive all accrued but
unpaid dividends plus an amount per share equal to 100 times the per share
amount to be distributed to the holders of the Common Stock after certain
adjustments. Each share of Series A Participating Preferred Stock will have
100 votes, voting together with the Common Stock. In the event of any merger,
consolidation or other transaction in which the Common Stock is changed or
exchanged, each share of Series A Participating Preferred Stock will be
entitled to receive 100 times the amount received per share of Common Stock.
These rights are protected by customary anti-dilution provisions.
Because of the nature of the dividend, liquidation and voting rights of
the shares of Series A Participating Preferred Stock, the value of the one
one-hundredth interest in a share of Series A Participating Preferred Stock
purchasable upon exercise of each Right should approximate the value of one
share of Common Stock.
CERTAIN ANTI-TAKEOVER EFFECTS
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the
Company without conditioning the offer on the Rights being redeemed or a
substantial number of Rights being acquired. However, the Rights should not
interfere with any tender offer or merger approved by the Company (other than
with an Acquiring Person) because the Rights do not become exercisable in the
event of a Permitted Offer or other acquisition exempted by the Company's
Board.
The Rights are not intended to prevent a takeover of the Company and
will not do so. The Rights may be redeemed by the Company at $0.001 per Right
within 10 business days (or such later date as may be determined by a
majority of the Board of Directors) after the accumulation of 20% or more of
the Company's stock by a single acquirer or group. In addition, the Rights
do not become exercisable in the event of an accumulation exempted by the
Board of Directors. Accordingly, the Rights should not interfere with any
merger or business combination approved by the Board of Directors.
The issuance of the Rights does not affect the financial condition or
business plans of the Company. The issuance of the Rights has no dilutive
effect, will not affect reported earnings per share, should not be taxable to
the Company or to its shareholders, and will not change the way in which the
Company's stock is presently traded.
However, the Rights may have the effect of rendering more difficult or
discouraging an acquisition of the Company deemed coercive and undesirable by
the Board of Directors. The Rights may cause substantial dilution to a
person or group that attempts to acquire the Company on terms or in a manner
not approved by the Company's Board of Directors except pursuant to an offer
conditioned upon the negation, purchase or redemption of the Rights.
ITEM 2. EXHIBITS
4.1 Rights Agreement, dated as of March 25, 1998, between Integrated
Measurement Systems, Inc., and ChaseMellon Shareholder Services, L.L.C.
including the Articles of Amendment creating the Series A Participating
Preferred Stock of Integrated Measurement Systems, Inc., the form of
Rights Certificate and the Summary of Rights attached thereto as
Exhibits A, B and C, respectively.
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 duly authorized.
INTEGRATED MEASUREMENT SYSTEMS, INC.
Date: March 26, 1998 By: /s/ Keith L. Barnes
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Keith L. Barnes
President and Chief Executive Officer
EXHIBIT INDEX
Exhibit
No. Exhibit
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4.1 Rights Agreement, dated as of March 25, 1998, between Integrated
Measurement Systems, Inc., and ChaseMellon Shareholder Services,
L.L.C. including the Articles of Amendment creating the Series A
Participating Preferred Stock of Integrated Measurement Systems, Inc.,
the form of Rights Certificate and the Summary of Rights attached
thereto as Exhibits A, B and C, respectively.