From
the record date of March 26, 2009, until the Distribution Date or earlier
expiration of the Rights, the Rights will trade with, and will be inseparable
from, the Common Stock. New Rights will also accompany any new shares of Common
Stock that the Company issues after March 26, 2009, until the Distribution Date
or earlier expiration of the Rights.
The
Rights will not be exercisable until 10 days after the public announcement that
a person or group has become an “Acquiring Person” by obtaining beneficial
ownership, after March 16, 2009, of 4.9% or more of the outstanding Common
Stock (or if already the beneficial owner of at least 4.9% of the outstanding
Common Stock, by acquiring additional shares of Common Stock representing
one-half of one percent (0.5%) or more of the shares of Common Stock then
outstanding), unless exempted by our Board of Directors.
The
date when the Rights become exercisable is the “Distribution Date.” Until that
date or earlier expiration of the Rights, the Common Stock certificates will
also evidence the Rights, and any transfer of shares of Common Stock will
constitute a transfer of Rights. After that date, the Rights will separate from
the Common Stock and be evidenced by Rights Certificates that the Company will
mail to all eligible holders of Common Stock. Any Rights held by an Acquiring
Person are void and may not be exercised.
The
Rights will expire on the earliest to occur of: (i) the close of business on
March 16, 2019, (ii) the repeal of Section 382 or any successor statute if our
Board of Directors determines that the Rights Agreement is no longer necessary
for the preservation of Tax Attributes, or (iii) the beginning of a taxable
year of the Company to which our Board of Directors determines that no Tax
Attributes may be carried forward (the “Final Expiration Date”), unless the
Final Expiration Date is advanced or extended by our Board of Directors.
The
Purchase Price payable, and the number of shares of Preferred Stock or other
securities or property issuable, upon exercise of the Rights is 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).
The
number of outstanding Rights is subject to adjustment in the event of 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.
4
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 of Preferred Stock or Common Stock will be issued
(other than fractions of Preferred Stock which are integral multiples of one
one-thousandth of a share of Preferred Stock, which may, at the election of the
Company, be evidenced by depositary receipts), and in lieu thereof an
adjustment in cash will be made based on the current market price of the
Preferred Stock or the Common Stock.
Shares
of Preferred Stock purchasable upon exercise of the Rights will not be
redeemable. Each share of Preferred Stock will be entitled, when, as and if
declared, to a minimum preferential quarterly dividend payment of the greater
of (a) $10.00 per share, and (b) an amount equal to 1000 times the
dividend declared per share of Common Stock. In the event of liquidation,
dissolution or winding up of the Company, the holders of the Preferred Stock
will be entitled to a minimum preferential payment of the greater of (a) $10.00 per
share (plus any accrued but unpaid dividends), and (b) an amount equal to
1000 times the payment made per share of Common Stock. Each share of Preferred
Stock will have 1000 votes, voting together with the Common Stock. Finally, in
the event of any merger, consolidation or other transaction in which
outstanding shares of Common Stock are converted or exchanged, each share of
Preferred Stock will be entitled to receive 1000 times the amount received per
share of Common Stock. These rights are protected by customary antidilution
provisions.
Because
of the nature of the Preferred Stock’s dividend, liquidation and voting rights,
the value of the one one-thousandth interest in a share of Preferred Stock
purchasable upon exercise of each Right should approximate the value of one
share of Common Stock.
If
a person or group becomes an Acquiring Person, all holders of Rights (other
than Rights beneficially owned by an Acquiring Person which will have become
null and void) may, for payment of the Purchase Price, purchase shares of
Common Stock with a market value of twice the Purchase Price, based on the
market price of the Common Stock as of the acquisition that resulted in such
person or group becoming an Acquiring Person.
If
a person or group becomes 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 provisions will be made
so that each holder of a Right (other than Rights beneficially owned by an
Acquiring Person which will have become null and void) will thereafter have the
right to receive upon the exercise of a Right that number of shares of common
stock of the person with whom the Company has engaged in the foregoing
transaction (or its parent) that at the time of such transaction has 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
earlier of one of the events described in the previous paragraph or the
acquisition by such Acquiring Person of 50% or more of the outstanding shares
of Common Stock, our Board of Directors may exchange the Rights (other than
Rights owned by such Acquiring Person which will have become null and void), in
whole or in part, for shares of Common Stock or Preferred Stock (or a series of
the Company’s preferred stock having equivalent rights, preferences and
privileges), at an exchange ratio of one share of Common Stock, or a fractional
share of Preferred Stock (or other preferred stock) equivalent in value
thereto, per Right. After our Board of Directors determines to exchange the
Rights, the Rights are no longer exercisable.
5
At
any time prior to the time an Acquiring Person becomes such, our Board of
Directors may redeem the Rights in whole, but not in part, at a price of $0.01
per Right (the “Redemption Price”) payable, at the option of the Company, in
cash, shares of Common Stock or such other form of consideration as our Board
of Directors shall determine. The redemption of the Rights may be made
effective at such time, on such basis and with such conditions as our 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, we may, except with respect to the
Redemption Price, amend the Rights Agreement in any manner. After the Rights
are no longer redeemable, the Company may, except with respect to the
Redemption Price, amend the Rights Agreement in any manner that does not
adversely affect the interests of holders of the Rights. Until a Right is
exercised or exchanged, 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.
Notwithstanding
the adoption of the Rights Agreement, there can be no assurance that we will be
able to utilize the Tax Attributes in the future. In addition, the Rights have
certain anti-takeover effects. The Rights will cause substantial dilution to a
person or group who attempts to acquire the Company on terms not accepted by
our Board of Directors. The Rights should not interfere with any business
combination approved by our Board of Directors since the Rights are redeemable
at $0.01 per Right at any time until the date on which a person or group has
become an Acquiring Person.
I
tem 2 Exhibits.
The following
exhibits to this Registration Statement on Form 8-A are incorporated by
reference from the documents specified, which have been filed with the
Securities and Exchange Commission.
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Exhibit Number
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Exhibit Description
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3.4
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Certificate
of Designation of Series C Junior Participating Preferred Stock, as
filed with the Secretary of State of the State of Delaware on March 17, 2009
(incorporated by reference to Exhibit 3.1 of the Company’s Current
Report on Form 8-K dated March 17, 2009).
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4.2
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Rights
Agreement, dated as of March 16, 2009, by and between the Company and
Computershare Trust Company, N.A., which includes as Exhibit A, the Form
of Certificate of Designation of Series A Junior Participating Preferred
Stock, as Exhibit B, the Form of Rights Certificate, and as Exhibit C,
the Summary of Rights to Purchase Shares of Preferred Stock of Lear
Corporation (incorporated by reference to Exhibit 4.1 of the Company’s
Current Report on Form 8-K dated March 17, 2009).
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99.1
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Press
Release, dated March 17, 2009 (incorporated by reference to Exhibit 99.1
of the Company’s Current Report on Form 8-K dated March 17, 2009).
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6
S
IGNATURES
Pursuant to
the requirements of the 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.
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Quixote Corporation
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Date: March
17, 2009
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By:
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/s/ Daniel
P. Gorey
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Name:
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Daniel P.
Gorey
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Title:
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Executive
Vice President,
Chief Financial Officer and
Treasurer
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7
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