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
SERVOTRONICS, INC.
(Exact name of registrant as specified in its charter)
Delaware 16-0837866
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
1110 Maple Street
Elma, New York 14059-0300
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(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. X
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If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box.
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Securities Act registration statement file numbers to which this form relates:
Not Applicable.
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class to be so registered which each class is to be registered
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Preferred Stock Purchase Rights The American Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
Not applicable
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
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As of August 26, 2002 the Board of Directors of Servotronics, Inc. (the
"Company") adopted a Shareholder Rights Plan (the "Rights Plan") to take effect
on August 28, 2002 upon expiration of the Company's existing Shareholder Rights
Plan which is due to expire at the close of business on August 28, 2002.
Pursuant to the new Rights Plan, the Board of Directors declared a dividend
distribution of one Right for each outstanding share of Company Common Stock to
shareholders of record at the close of business on August 28, 2002. The
description and terms of the Rights are set forth in a Rights Plan (the "Rights
Plan") adopted by the Board of Directors. Subject to becoming exercisable as
described below, each Right entitles its registered holder to purchase from the
Company one one-hundredth of a share (a "Unit") of Series A Junior Participating
Preferred Stock, par value $.20 per share (the "Preferred Stock"), at a Purchase
Price of $32.00 per Unit, subject to adjustment.
Initially, the Rights will be attached to all Common Stock certificates
representing shares then outstanding, and no separate Rights Certificates will
be distributed. The Rights will separate from the Common Stock on the
Distribution Date, which will occur on the earlier of (i) the date of the
Company's public announcement (the "Stock Acquisition Date") that a person or
group of affiliated or associated persons (an "Acquiring Person") has acquired,
or obtained the right to acquire, beneficial ownership of 25 % or more of the
shares of Common Stock outstanding, excluding shares of Common Stock held by the
Servotronics, Inc. Employee Stock Ownership Trust (the "ESOT"), or (ii) 10 days
following the commencement of a tender offer or exchange offer that would result
in a person or group becoming an Acquiring Person. The ESOT and Dr. Nicholas D.
Trbovich cannot be Acquiring Persons, as defined.
Until the Distribution Date, (i) the Rights will be evidenced by the Common
Stock certificates and will be transferred with and only with such Common Stock
certificates, (ii) new Common Stock certificates issued after August 28, 2002
will contain a legend incorporating the Rights Plan by reference, but existing
Common Stock certificates will also incorporate the Rights Plan notwithstanding
the absence of such a legend, and (iii) the surrender for transfer of any
certificate for Common Stock outstanding will also constitute the transfer of
the Rights associated with the Common Stock represented by such certificate.
SHAREHOLDERS NEED NOT SURRENDER THEIR EXISTING STOCK CERTIFICATES TO OBTAIN THE
BENEFITS OF THE RIGHTS PLAN.
The Rights are not exercisable until the Distribution Date and will expire at
the close of business on August 28, 2012, unless earlier redeemed by the Company
as described below.
As soon as practicable after the Distribution Date, Rights Certificates will be
mailed to holders of record of the Common Stock as of the close of business on
the Distribution Date and, thereafter, the separate Rights Certificates alone
will represent the Rights. All shares of Common Stock issued prior to the
Distribution Date will be issued with Rights.
After the Distribution Date and prior to the Stock Acquisition Date, each Right
will entitle the holder to purchase from the Company one-hundredth of a share of
Preferred Stock for $32.00, subject to adjustment. The Preferred Stock is
non-redeemable. Each share of Preferred Stock will be entitled to an annual
aggregate dividend equal to the greater of $1 per share or 100 times the
dividend declared on the common shares. In the event of liquidation, the holders
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of the Preferred Stock will be entitled to receive an aggregate liquidation
payment equal to the greater of $1 or 100 times the payment made per share of
Common Stock. Each share of Preferred Stock will have 100 votes, voting together
with the common shares. The dividend, liquidation and voting rights, and the
non-redemption feature of the Preferred Stock are designed so that the value of
the one-hundredth interest in a preferred share purchasable with each right will
approximate the value of one share of Common Stock.
In the event any person becomes an Acquiring Person, each holder of a right will
have the right to receive, upon exercise of the Right and payment of the
Purchase Price, Common Stock (or, if sufficient Common Stock is unavailable,
Preferred Stock) having a value equal to three times the Purchase Price of the
Right (referred to as the "Subscription Right"). The Subscription Right is
exercisable during the 60-day period following the later of the Stock
Acquisition Date or the effective date of a registration statement covering the
Common Stock (or Preferred Stock, if applicable) subject to the Subscription
Right (referred to as the "Subscription Period"). The Board of Directors has the
discretion to permit the holders of Rights to tender promissory notes in payment
of the Purchase Price. Notwithstanding any of the foregoing, all Rights that
are, or (under certain circumstances specified in the Rights Plan) were,
beneficially owned by any Acquiring Person will be null and void.
For example, at a Purchase Price of $32 per Right, each Right not owned by an
Acquiring Person (or by certain related parties) following the Stock Acquisition
Date would entitle its holder to purchase $96 worth of Common Stock for $32.
Assuming that each share of Common Stock had a value of $8 at such time, the
holder of each valid Right would be entitled to purchase twelve shares of Common
Stock for $32.
In the event that, at any time following the Stock Acquisition Date, (i) the
Company engages in a merger or other business combination transaction or (ii)
50% or more of the Company's assets or earning power is sold or transferred,
each holder of a Right (except Rights which previously have been voided as set
forth above) shall thereafter have the right to receive, upon exercise, common
stock of the acquiring company having a value equal to three times the Purchase
Price of the Right (referred to as the "Merger Right").
The Purchase Price payable, and the number of Units of Preferred Stock (or the
number and kind of other securities or property, as the case may be) 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) if holders of the
Preferred Stock are granted certain rights or warrants to subscribe for
Preferred Stock or convertible securities at less than the 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
semi-annual cash dividends) or of subscription rights or warrants (other than
those referred to above).
At any time after the Stock Acquisition Date, the Board of Directors of the
Company may exchange the Rights (other than Rights owned by such the Acquiring
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Person, which will have become void), in whole or in part, at an exchange ratio
of two shares of Common Stock, or two one-hundredths of a share of Preferred
Stock, per Right (subject to adjustment).
No adjustment in the Purchase Price will be required until cumulative
adjustments amount to at least 1 % of the Purchase Price. The Company is not
required to issue fractional Units and, in lieu thereof, an adjustment in cash
may be made based on the market price of the Preferred Stock on the last trading
date prior to the date of exercise.
At any time prior to the earlier of the Stock Acquisition Date or the Expiration
Date, the Board of Directors may redeem the outstanding Rights in whole, but not
in part, at a redemption price of $.00l per Right (the "Redemption Price"). In
addition, the Board of Directors may redeem the Rights after the Stock
Acquisition Date but prior to an event which gives rise to the exercisability of
the Merger Right if (1) prior to the Subscription Period, the Acquiring Person
shall have transferred a sufficient number of shares of Common Stock so that
such Person owns 5 % or less of the outstanding Common Stock excluding ESOT
shares (and there are no other Acquiring Persons) and such transfers did not
involve the Company; (2) in connection with a merger or business combination
involving the Company where all shareholders are treated alike and not involving
the Acquiring Person or any entity in which the Acquiring Person has an
interest; or (3) following the Subscription Period if there are no Acquiring
Persons.
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.
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 a person becoming an Acquiring Person to not less than
the greater of (i) the sum of .001 % and, the largest percentage of the
outstanding Common Shares then known to the Company to be beneficially owned by
any person or group of affiliated or associated persons and (ii) 10%, except
that, after the Distribution Date, no amendment may be effected which would
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 stockholder of the Company, including, without limitation, the right to vote
or to receive dividends.
Item 2. Exhibits.
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The securities described herein are to be registered on the American
Stock Exchange, on which other securities of the Company are registered.
Accordingly, the following exhibits, required to be filed herewith in accordance
with the Instructions as to Exhibits to Form 8-A, are hereby filed or
incorporated by reference:
(1) Servotronics, Inc. Shareholder Rights Plan dated as of August 26, 2002
(incorporated by reference to Exhibit 4 to the Company's Current
Report on Form 8-K filed with the SEC on August 27, 2002).
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(2) Forms of Rights Certificate, Assignment, and Election to Purchase,
included in Exhibit A to the Shareholder Rights Plan.
(3) Summary of Rights to Purchase Preferred Stock, included in Exhibit B
to the Shareholder Rights Plan.
(4) Form of Certificate of Designation, Preferences and Rights of Series A
Junior Participating Preferred Stock, included in Exhibit C to the
Shareholder Rights Plan.
(5) Press release of the Company dated August 27, 2002 (incorporated by
reference to Exhibit 99 to the Company's Current Report on Form 8-K
filed with the SEC on August 27, 2002).
SIGNATURES
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.
SERVOTRONICS, INC.
By: /s/ Lee D. Burns
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Lee D. Burns
Treasurer and Chief Financial Officer
DATED: August 28, 2002
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