- Securities Registration (section 12(b)) (8-A12B)
March 19 2009 - 4:17PM
Edgar (US Regulatory)
UNITED
STATES
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
COURIER
CORPORATION
(Exact name of
registrant as specified in charter)
Massachusetts
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04-2502514
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(State of incorporation
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(I.R.S. Employer
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or organization)
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Identification No.)
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15 Wellman Avenue
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North Chelmsford, Massachusetts
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01863
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(Address of principal executive offices)
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(Zip Code)
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Securities to be
registered pursuant to Section 12(b) of the Act:
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Name of each exchange
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Title of each class
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on which each
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to be so registered
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class is to be registered
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Preferred
Stock Purchase Rights
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The
NASDAQ Stock Market LLC
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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
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), check
the following box.
o
Securities Act registration
statement file number to which this form relates: Not applicable.
Securities to be
registered pursuant to Section 12(g) of the Act: None.
Item 1.
Description
of Registrants Securities to be Registered
.
On March 18, 2009,
the Board of Directors of Courier Corporation (the Company) renewed its
shareholder rights plan, as set forth in the Shareholder Rights Agreement,
dated March 18, 2009, between the Company and Computershare Trust Company,
N.A., as Rights Agent (the Rights Agreement).
The following description of the terms of the Rights Agreement does not
purport to be complete and is qualified in its entirety by reference to the
Rights Agreement, which is attached hereto as an exhibit and is incorporated
herein by reference.
Rights
Dividend
Pursuant to the terms of
the Rights Agreement, the Board of Directors declared a dividend distribution
of one Preferred Stock Purchase Right (a Right) for each outstanding share of
common stock, par value $1.00 per share, of the Company (the Common Stock) to
shareholders of record as of the close of business on March 19, 2009 (the Record
Date). In addition, one Right will
automatically attach to each share of Common Stock issued between the Record
Date and the Distribution Date (as hereinafter defined). Each Right entitles the registered holder
thereof to purchase from the Company a unit consisting of one one-thousandth of
a share (a Unit) of Series B Junior Participating Cumulative Preferred
Stock, par value $1.00 per share, of the Company (the Preferred Stock) at a
cash exercise price of $100.00 per Unit (the Exercise Price), subject to
adjustment, under certain conditions specified in the Rights Agreement and
summarized below.
Distribution
Date
Initially, the Rights are
not exercisable and are attached to and trade with all shares of Common Stock
outstanding as of, and issued subsequent to, the Record Date. The Rights will separate from the Common
Stock and will become exercisable upon the earlier of (i) the close of
business on the tenth calendar day following the first public announcement that
a person or group of affiliated or associated persons (an Acquiring Person)
has acquired beneficial ownership of 15% or more of the outstanding shares of
Common Stock (which includes for this purpose stock subject to a derivative
transaction or an acquired derivative security), other than as a result of
repurchases of stock by the Company or certain inadvertent actions by a
shareholder (the date of said announcement being referred to as the Stock
Acquisition Date), or (ii) the close of business on the tenth business
day (or such later day as the Board of Directors may determine) following the
commencement of a tender offer or exchange offer that could result upon its
consummation in a person or group becoming the beneficial owner of 15% or more
of the outstanding shares of Common Stock (the earlier of such dates being
herein referred to as the Distribution Date).
Until the Distribution
Date (or earlier redemption, exchange or expiration of the Rights), (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 the Record Date will contain a notation
incorporating the Rights Agreement by reference, and
2
(iii) the surrender
for transfer of any certificates for Common Stock will also constitute the
transfer of the Rights associated with the Common Stock represented by such
certificate.
As soon as practicable
after the Distribution Date, Right Certificates will be mailed to holders of
record of Common Stock as of the close of business on the Distribution Date
and, thereafter, the separate Right Certificates alone will represent the
Rights. Except as otherwise determined
by the Board of Directors, only shares of Common Stock issued prior to the
Distribution Date will be issued with Rights.
Subscription
and Merger Rights
In the event that a Stock
Acquisition Date occurs, proper provision will be made so that each holder of a
Right (other than an Acquiring Person or its associates or affiliates, whose
Rights shall become null and void) will thereafter have the right to receive
upon exercise, in lieu of a number of Units of Preferred Stock, that number of
shares of Common Stock of the Company (or, in certain circumstances, including
if there are insufficient shares of Common Stock to permit the exercise in full
of the Rights, Units of Preferred Stock, other securities, cash or property, or
any combination of the foregoing) having a market value of two times the
Exercise Price of the Right (such right being referred to as the Subscription
Right). In the event that, at any time
following the Stock Acquisition Date, (i) the Company consolidates with,
or merges with and into, any other person, and the Company is not the
continuing or surviving corporation, (ii) any person consolidates with the
Company, or merges with and into the Company and the Company is the continuing
or surviving corporation of such merger and, in connection with such merger,
all or part of the shares of Common Stock are changed into or exchanged for
stock or other securities of any other person or cash or any other property, or
(iii) 50% or more of the Companys assets or earning power is sold,
mortgaged or otherwise transferred, each holder of a Right (other than an
Acquiring Person or its associates or affiliates, whose Rights shall become
null and void) will thereafter have the right to receive, upon exercise, common
stock of the acquiring company having a market value equal to two times the
Exercise Price of the Right (such right being referred to as the Merger Right). The holder of a Right will continue to have
the Merger Right whether or not such holder has exercised the Subscription
Right. Rights that are or were
beneficially owned by an Acquiring Person may (under certain circumstances
specified in the Rights Agreement) become null and void.
Until a Right is
exercised, the holder will have no rights as a shareholder of the Company
(beyond those as an existing shareholder), including the right to vote or to
receive dividends. While the
distribution of the Rights will not be taxable to shareholders or to the
Company, shareholders may, depending upon the circumstances, recognize taxable
income in the event that the Rights become exercisable for Units, other
securities of the Company, other consideration or for common stock of an
acquiring company.
Exchange
Feature
At any
time after a person becomes an Acquiring Person, the Board of Directors may, at
its option, exchange all or any part of the then outstanding and exercisable
Rights for shares of Common Stock or Units at an exchange ratio specified in
the Rights Agreement.
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Notwithstanding the
foregoing, the Board of Directors generally will not be empowered to effect
such exchange at any time after any person becomes the beneficial owner of 50%
or more of the Common Stock of the Company.
Adjustments
The
Exercise Price payable, and the number of Units 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 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 quarterly cash dividends) or of subscription rights
or warrants (other than those referred to above).
With certain exceptions,
no adjustment in the Exercise Price will be required until cumulative
adjustments amount to at least 1% of the Exercise Price. The Company is not obligated to issue
fractional Units. If the Company elects
not to issue fractional Units, in lieu thereof an adjustment in cash will be
made based on the fair market value of the Preferred Stock on the last trading
date prior to the date of exercise.
Redemption
The Rights may be
redeemed in whole, but not in part, at a price of $0.001 per Right (payable in
cash, Common Stock or other consideration deemed appropriate by the Board of
Directors) by the Board of Directors only until the earlier of (i) the
time at which any person becomes an Acquiring Person or (ii) the
expiration date of the Rights Agreement.
Immediately upon the action of the Board of Directors ordering
redemption of the Rights, the Rights will terminate and thereafter the only
right of the holders of Rights will be to receive the redemption price.
Amendment
The Rights Agreement may
be amended by the Board of Directors in its sole discretion until the time at
which any person becomes an Acquiring Person.
After such time the Board of Directors may, subject to certain
limitations set forth in the Rights Agreement, amend the Rights Agreement only
to cure any ambiguity, defect or inconsistency, to shorten or lengthen any time
period, or to make changes that do not adversely affect the interests of Rights
holders (excluding the interests of an Acquiring Person or its associates or
affiliates). In addition, the Board of
Directors may at any time prior to the time at which any person becomes an
Acquiring Person, amend the Rights Agreement to lower the threshold at which a
person becomes an Acquiring Person to not less than the greater of (i) the
sum of 0.001% and the largest percentage of the outstanding Common Stock then
owned by any person and (ii) 10%.
4
Expiration
Date
The Rights are not
exercisable until the Distribution Date and will expire at the close of
business on March 19, 2019, unless previously redeemed or exchanged by the
Company.
Miscellaneous
The
Rights Agreement contains a Three Year Independent Director Evaluation or TIDE
provision, which requires that a committee of the Board of Directors of the
Company comprised solely of independent directors reviews (not less than once
every three years) whether maintaining the Rights Agreement continues to be in
the best interest of the shareholders.
The
resolutions of the Board of Directors of the Company establishing the Preferred
Stock and the form of Right Certificate are attached as Exhibits A and B,
respectively, to the Rights Agreement (which is included as an exhibit to this Form 8-A). The foregoing description of the Rights does
not purport to be complete and is qualified in its entirety by reference to the
Rights Agreement, which is incorporated herein by reference.
Item 2.
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Exhibits.
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3.1
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Articles of Amendment
to the Articles of Organization of Courier Corporation for the Amended and
Restated Resolutions of Directors Establishing Series B Junior
Participating Cumulative Preferred Stock.
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4.1
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Shareholder Rights
Agreement, dated as of March 18, 2009, between Courier Corporation and
Computershare Trust Company, N.A., as Rights Agent.
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5
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.
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COURIER CORPORATION
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Date: March 19,
2009
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By:
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/s/ Peter M.
Folger
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Name:
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Peter M. Folger
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Title:
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Senior Vice President
and Chief Financial Officer
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6
EXHIBIT
INDEX
Exhibit No.
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Description
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3.1
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Articles of Amendment
to the Articles of Organization of Courier Corporation for the Amended and
Restated Resolutions of Directors Establishing Series B Junior
Participating Cumulative Preferred Stock.
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4.1
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Shareholder Rights
Agreement, dated as of March 18, 2009, between Courier Corporation and
Computershare Trust Company, N.A., as Rights Agent.
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