SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
PENNACO ENERGY, INC.
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(Exact name of registrant as specified in its charter)
NEVADA 88-0384598
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
1050 17TH STREET
SUITE 700
DENVER, COLORADO 80265
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(Address of principal executive office) (Zip Code)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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NONE NONE
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
RIGHTS TO PURCHASE COMMON STOCK
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(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The authorized capital stock of Pennaco Energy, Inc. (the "Company")
consists of 50,000,000 shares of common stock, par value $.001 per share (the
"Common Stock").
SUMMARY OF RIGHTS TO PURCHASE COMMON STOCK
On February 24, 1999, the Board of Directors of Pennaco Energy, Inc.
(the "Company") declared a dividend distribution of one common stock purchase
right (a "Right") for each outstanding share of common stock, par value
$0.001 per share ("Common Stock"), of the Company. The distribution is
payable to the stockholders of record at the close of business on March 9,
1999 (the "Record Date"). Each Right entitles the registered holder thereof
to purchase from the Company one-half of a share of Common Stock, at a price
of $20, subject to adjustment. The following is a summary of the Rights; the
full description and terms of the Rights are set forth in a Rights Agreement
(the "Rights Agreement") between the Company and Harris Trust and Savings
Bank, as Rights Agent (the "Rights Agent").
Copies of the Rights Agreement are available free of charge from the
Company. This summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to all the provisions
of the Rights Agreement, including the definitions therein of certain terms,
which Rights Agreement is incorporated herein by reference.
THE RIGHTS AGREEMENT
Initially, the Rights will attach to all certificates representing
shares of outstanding Company Common Stock, and no separate Rights
Certificates will be distributed. The Rights will separate from the Company
Common Stock and the Distribution Date will occur upon the earlier of (i) 10
days following the date of public announcement that a person or group of
persons has become an Acquiring Person (as hereinafter defined) or (ii) 10
business days (or such later date as may be determined by action of the Board
of Directors prior to the time a person becomes an Acquiring Person)
following the commencement of, or the announcement of an intention to make, a
tender offer or exchange offer upon consummation of which the offeror would,
if successful, become an Acquiring Person (the earlier of such dates being
called the "Distribution Date").
The term "Acquiring Person" means any person who or which, together with
all of its affiliates and associates, shall be the beneficial owner of 15% or
more of the outstanding Common Stock, but shall not include (i) the Company
or any Subsidiary of the Company or any employee benefit plan of the Company
or (ii) R.I.S. Resources International Corp. and its subsidiaries
(collectively, "RIS") or any other person or entity in which RIS is at the
time of determination the direct record and beneficial of all outstanding
voting securities (collectively, "Exempt Persons").
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The Rights Agreement provides that, until the Distribution Date, 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 Stock certificates issued after the Record Date, upon transfer or new
issuance 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 Common Stock, outstanding as of the Record Date, even without such
notation or a copy of this Summary of Rights being attached thereto, will
also constitute the transfer of the Rights associated with the Common Stock
represented by such certificate. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("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.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on March 8, 2009 (the "Expiration Date").
The Purchase Price payable, and the number of one-half of a share of
Common 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 Common Stock, (ii) upon the grant to holders of the
Common Stock of certain rights or warrants to subscribe for or purchase
shares of Common Stock at a price, or securities convertible into Common
Stock with a conversion price, less than the then current market price of the
Common Stock or (iii) upon the distribution to holders of the Common Stock of
evidences of indebtedness or assets (excluding regular periodic cash
dividends paid or dividends payable in Common Stock) or of subscription
rights or warrants (other than those referred to in (ii) above).
The number of outstanding Rights and the number of one-half of a share
of Common 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 the Common Stock or subdivisions,
consolidations or combinations of the Common Stock occurring, in any such
case, prior to the Distribution Date.
In the event that following a Stock Acquisition Date (the date of public
announcement that an Acquiring Person has become such) the Company is
acquired in a merger or other business combination transaction or more than
50% 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 (the "Flip-Over Right").
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In the event that a person (other than an Exempt Person) becomes an
Acquiring Person, proper provision shall be made so that each holder of a
Right (other than the Acquiring Person and its affiliates and associates)
will thereafter have the right to receive upon exercise that number of shares
of Common Stock (or, under certain circumstances, cash, other equity
securities or property of the Company) having a market value equal to two
times the Purchase Price of the Rights (the "Flip-In Right"). Upon the
occurrence of the foregoing event giving rise to the exercisability of the
Rights, any Rights that are or were at any time owned by an Acquiring Person
shall become void.
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. Upon exercise of the Rights, no fractional shares of
Common Stock will be issued and cash will be paid in lieu of fractional
shares of Common Stock.
At any time prior to the earlier to occur of (i) 5:00 p.m., Houston,
Texas time, on the 10th day after the Stock Acquisition Date or (ii) the
expiration of the Rights, the Company may redeem the Rights in whole, but not
in part, at a price of $0.01 per Right (the "Redemption Price"); PROVIDED,
that (i) if the Board of Directors authorizes redemption on or after the time
a person becomes an Acquiring Person, then such authorization must be by
Board Approval (as hereinafter defined) and (ii) the period for redemption
may, upon Board Approval, be extended by amending the Rights Agreement. The
term "Board Approval" means the approval of a majority of the directors of
the Company. Immediately upon any redemption of the Rights described in this
paragraph, the right to exercise the Rights will terminate and the only right
of the holders of Rights will be to receive the Redemption Price.
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 and from time to time
provided that such amendment does not adversely affect the interests of the
holders of the Rights. In addition, during any time that the Rights are
subject to redemption, the terms of the Rights may be amended by Board
Approval, including an amendment that adversely affects the interests of the
holders of the Rights, without the consent of the holders of Rights.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, 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 Common Stock (or other consideration).
ITEM 2. EXHIBITS
The following exhibits to this Registration Statement on Form 8-A are
either filed herewith or are incorporated by reference from the documents
specified, which have been filed with the Securities and Exchange Commission.
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* 1. Rights Agreement, dated February 24, 1999, between the Company
and Harris Trust and Savings Bank, as Rights Agent.
* 2. Form of Rights Certificate (attached as Exhibit A to the Rights
Agreement filed as Exhibit 1 hereto).
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* FILED HEREWITH
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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, thereunto duly
authorized.
Dated: March 8, 1999
PENNACO ENERGY, INC.
/s/ Paul M. Rady
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Paul M. Rady
PRESIDENT AND CHIEF EXECUTIVE OFFICER
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