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): February 19, 1999
IFR SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-14224 48-1197645
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
10200 West York, Wichita, Kansas 67215
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (316) 522-4981
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ITEM 5. OTHER EVENTS.
ADOPTION OF NEW RIGHTS PLAN On January 21, 1999, the Board of Directors of
IFR Systems, Inc. (the "Company") declared a dividend of one common share
purchase right (a "Right") for each outstanding share of common stock, $.01
par value (the "Common Shares"), of the Company. The dividend is payable on
February 28, 1999 to the shareholders of record on January 25, 1999 (the
"Record Date"). Each Right entitles the registered holder to purchase from
the Company one Common Share at a price of $65.00 per Common Share, subject
to adjustment (the "Purchase Price"). The description and terms of the Rights
are set forth in a Rights Agreement (the "Rights Agreement"), dated as of
February 28, 1999, between the Company and Harris Trust and Savings Bank, as
Rights Agent (the "Rights Agent") executed on February 19, 1999. The Rights
replace similar existing rights of shareholders which expire on February 27,
1999.
Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons
(other than the Company, a subsidiary of the Company, an employee benefit
plan of the Company or a subsidiary, (an "Acquiring Person") has acquired
beneficial ownership of 20% or more of the outstanding Common Shares (the
"Common Shares Acquisition Date") or (ii) 10 business days (or such later
date as may be determined by action of the Companys Board of 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 (other than the Company, a subsidiary of the
Company or an employee benefit plan of the Company or a subsidiary) of 20% or
more of the outstanding Common Shares (the earlier of such dates being called
the "Distribution Date"), the Rights will be evidenced, with respect to any
of the Common Share certificates outstanding as of the Record Date, by such
Common Share certificate.
The Rights Agreement provides that, until the Distribution Date,
the Rights will be transferred with and only with the Common Shares. Until
the Distribution Date (or earlier redemption or expiration of the Rights),
new Common Share certificates issued after the Record Date, upon transfer or
new issuance of Common Shares, will contain a legend 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 Shares outstanding as of the Record Date, even without such legend,
will also constitute the transfer of the Rights associated with the Common
Shares 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 Shares 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 February 28, 2009 (the "Final Expiration Date"), 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 Common Shares 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
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reclassification of, the Common Shares; (ii) upon the grant to holders of the
Common Shares of certain rights or warrants to subscribe for or purchase
Common Shares at a price, or securities convertible into Common Shares with a
conversion price, less than the then current market price of the Common
Shares; or (iii) upon the distribution to holders of the Common Shares of
evidences of indebtedness or assets (excluding regular quarterly cash
dividends or dividends payable in Common Shares) or of subscription rights or
warrants (other than those referred to above).
The number of outstanding Rights and the number of Common Shares
issuable upon exercise of each Right are also subject to adjustment in the
event of a stock split of the Common Shares or a stock dividend on the Common
Shares payable in Common Shares or subdivisions, consolidations or
combinations of the Common Shares occurring, in any such case, prior to the
Distribution Date.
In the event that any person becomes an Acquiring Person (a
"Flip-In Event"), each holder of a Right will thereafter have the right to
receive upon exercise that number of Common Shares (or, in certain
circumstances cash, property or other securities of the Company or a
reduction in the Purchase Price) having a market value of two times the then
current Purchase Price. Notwithstanding any of the foregoing, following the
occurrence of a Flip-In Event all Rights that are, or (under certain
circumstances specified in the Rights Agreement) were, or subsequently become
beneficially owned by an Acquiring Person, related persons and transferees
will be null and void.
In the event that, at any time following the Common Shares
Acquisition Date, (i) the Company is acquired in a merger or other business
combination transaction or (ii) 50% or more of its consolidated assets or
earning power are sold (the events described in clauses (i) and (ii) are
herein referred to as "Flip-Over Events"), 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 Purchase Price, 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 then current Purchase
Price.
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 will be issued. In lieu thereof,
an adjustment in cash will be made based on the market price of the Common
Shares on the last trading day prior to the date of exercise.
The Purchase Price is payable by certified check, cashiers check,
bank draft or money order or, if so provided by the Company, the Purchase
Price following the occurrence of a Flip-In Event and until the first
occurrence of a Flip-Over Event may be paid in Common Shares having an
equivalent value.
At any time after a person becomes an Acquiring Person and prior to
the acquisition by such Acquiring Person of 50% or more of the outstanding
Common Shares, the Board of Directors of the Company may exchange the Rights
(other than Rights owned by any
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Acquiring Person which have become void), in whole or in part, at an exchange
ratio of one Common Share per Right (subject to adjustment).At any time prior
to a person becoming an Acquiring Person, 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.
Other than provisions relating to principal economic terms of the
Rights, 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, including an
amendment to lower the threshold for exercisability of the Rights from 20% to
not less than 10%, with appropriate exceptions for any person then
beneficially owning a percentage of the number of Common Shares then
outstanding equal to or in excess of the new threshold, except that from and
after the 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 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, a copy of which is filed as Exhibit 4 to this Form 8-K and which
is hereby incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) The following exhibits are filed herewith:
EXHIBIT NO. DESCRIPTION
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4 Rights Agreement, dated as of February 28, 1999,
between IFR Systems, Inc. and Harris Trust and Savings
Bank, including Exhibit A thereto, Form of Right
Certificate, and Exhibit B, "Summary of Rights to
Purchase Common Shares".
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SIGNATURES
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.
IFR SYSTEMS, INC.
By /s/ Jeffrey A. Bloomer
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Jeffrey A. Bloomer
Treasurer and Chief Financial Officer
(Principal Financial and Accounting Officer)
Date:February 19, 1999
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