- Current report filing (8-K)
June 15 2009 - 5:11PM
Edgar (US Regulatory)
UNITED STATES
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):
June 15, 2009
Simpson Manufacturing Co., Inc.
(Exact name of
registrant as specified in its charter)
Delaware
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1-13429
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94-3196943
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(State or other
jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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file number)
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Identification No.)
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5956 W.
Las Positas Boulevard, Pleasanton, CA 94588
(Address of
principal executive offices)
(Registrants
telephone number, including area code):
(925) 560-9000
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-2)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240. 13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On June 15, 2009, the Board of Directors of
Simpson Manufacturing Co., Inc., a Delaware corporation (the Company),
approved and authorized amendment and restatement of the Rights Agreement dated
as of July 30, 1999 (the Original Agreement), as set forth in the
Amended and Restated Rights Agreement dated as of June 15, 2009 (the Rights
Agreement), between the Company and Computershare Trust Company, N.A., a
national banking association, as Rights Agent.
The purposes of this amendment of the Original Agreement include: to extend the expiration date of the Rights
issued pursuant to the Rights Agreement from July 29, 2009, to June 14,
2019; to increase the purchase price payable on exercise of Rights under the
Rights Agreement to reflect current circumstances; to update the definition of Beneficial
Owner for purposes of the Rights Agreement to include, among others, holders
of cash-settled positions relating to the Common Stock of the Company; to
reflect the succession of Computershare Trust Company, N.A. as Rights Agent; to
provide additional procedures for an exchange pursuant to the Rights Agreement;
and to make updating and technical corrections and clarifications.
On July 29, 1999, the Board of Directors of the Company
declared a dividend distribution on each outstanding share of Common Stock of
one Right to purchase the Companys Series A Participating Preferred
Stock. The dividend was paid to
stockholders of record at the close of business on August 19, 1999 (the Record
Date). No income was recognized by
stockholders for tax purposes on payment of the dividend. The Rights are not now exercisable, and it is
not known at this time whether they ever will be exercisable. No action can be taken by holders of Rights
at this time. The Rights will now expire
on the earlier of (1) June 14, 2019, and (2) redemption or
exchange of the Rights as described below.
In general, until the Rights are exercisable or are
redeemed or exchanged or expire unexercised, each Right is associated with and
cannot be separated from the underlying share of Common Stock on which the
right was declared as a dividend.
Accordingly, until the Rights are separate from the Common Stock, (1) each
holder of outstanding shares of Common Stock is also the holder of an equal
number of Rights, (2) any sale or other transfer of shares of Common Stock
by a holder thereof also will cause a transfer of the associated Rights, (3) no
income or loss will be recognized with respect to the sale of Rights incident
to a sale of shares of Common Stock, and (4) no certificates will be
issued to evidence ownership of the Rights, but certificates for shares of
Common Stock issued after the Record Date refer to the associated Rights. Until a Right is exercised, it confers no rights
as a stockholder, including, without limitation, the rights to vote or to
receive dividends.
The Rights will separate from the Common Stock if
there is a Distribution Date. A
Distribution Date would occur on the earliest to happen of (1) 10 days
after a public announcement that someone has become an Acquiring Person,
meaning that such person (including affiliated or associated persons or
entities), directly or indirectly, has acquired, or obtained the right to
acquire, beneficial ownership of, or has entered into certain financial arrangements
relating to, 15 percent or more of the outstanding shares of Common Stock,
other than as a result of repurchases of stock by the Company, and (2) 10
days (unless such date is extended by the Board of Directors) after the
commencement of (or a public announcement of an intention to make) a tender
offer or exchange offer that would result in someone becoming an Acquiring
Person. Any person who beneficially
owned 25 percent or more of the outstanding shares of Common Stock on the
Record Date will not be deemed to be an Acquiring Person, unless such person
hereafter becomes the beneficial owner of 40 percent or more of the outstanding
shares of Common Stock (the only person that owned 25 percent or more of the
outstanding shares of Common Stock on the Record Date was Barclay Simpson, the
Chairman of the Board and a director of the Company). If a Distribution Date occurs, the Rights
will become exercisable and separately tradable, and the Company will issue
certificates for the Rights as soon as possible.
The Preferred Stock purchasable on exercise of the
Rights will be non-redeemable and junior to any other series of preferred stock
that the Company may issue (except as otherwise provided in the terms of such
other series of preferred stock). Each
share of Preferred Stock will have a preferential quarterly dividend in an
amount equal to 1,000 times the dividend declared on each share of Common
Stock, but in no event less than $25. In
the event of liquidation, the holders of shares of Preferred Stock will receive
preferred liquidation payment equal to the greater of $1,000 and 1,000 times
the payment made per share of Common Stock.
Each share of Preferred Stock will have 1,000 votes,
voting together with the shares of Common Stock. In the event of any merger, consolidation or
other transaction in which shares of Common Stock are exchanged, each share of Preferred Stock will be entitled to receive
1,000 times the amount and type of consideration received per share of Common
Stock. The rights of the Preferred Stock
as to dividends, liquidation and voting, and in the event of mergers and
consolidations, are protected by customary anti-dilution provisions.
2
The amount of Preferred Stock that the holder of a
Right is entitled to receive on exercise of a Right and the purchase Price
payable on exercise of a Right are both subject to adjustment. As of June 15, 2009, the Purchase price
is $100 per Right. So long as no one
becomes an Acquiring Person, payment of the Purchase Price entitles the holder
of a Right to receive only one one-thousandth of a share of Preferred
Stock. If, however, someone becomes an
Acquiring Person, payment of the Purchase Price will entitle the holder to
receive a number of one one-thousandth shares having a value, based on the
then-current market value of the Common Stock, equal to two times the Purchase
Price. In addition, if someone becomes
an Acquiring Person, and thereafter the Company is involved in a merger or
other business combination transaction, a holder of a Right also will be able
to acquire, on payment of the Purchase Price, Common Stock of the Company or
its successor having a value, based on the market value of the Company or its
successor at the time of the transaction, equal to twice the Purchase
Price. Some limitations apply to the
timing of exercise of the Rights. Rights
belonging to an Acquiring person will be null and void.
The Board of Directors may redeem the Rights, as a
whole but not in part, at the Redemption Price of $0.01 per Right, at any time
before there is an Acquiring Person.
After there is an Acquiring Person, the Rights may be redeemed only in
very limited circumstances. The Board of
Directors may, however, in some cases also exchange all or part of the then
outstanding and exercisable Rights (except for Rights that have become void)
for shares of Common Stock at a rate of one share of Common Stock (or
substitute consideration) per Right. On
redemption or exchange, the right to exercise the Rights will terminate and the
only right of the holders of Rights will be to receive the Redemption Price or
the exchange consideration, as applicable.
A full description of the Rights is set forth in the
Rights Agreement between the Company and the Rights Agent, Computershare Trust
Company, N.A. A copy of the Rights
Agreement is filed as an exhibit to this Current Report on Form 8-K. THIS SUMMARY DESCRIPTION OF THE RIGHTS
AGREEMENT AND 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 3.03 Material Modification to Rights of Security Holders
The disclosures in Item
1.01 of this Current Report on Form 8-K are incorporated herein by
reference.
Item 7.01 Regulation FD Disclosure
On June 15, 2009,
the Company issued a press release announcing the Amended and Restated Rights
Agreement dated as of June 15, 2009.
The press release is furnished with this Current Report on Form 8-K
as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
The following exhibits
are incorporated by reference into this Current Report on Form 8-K, filed
with this Current Report on Form 8-K or furnished with this Current Report
on Form 8-K, as indicated below.
Exhibit
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No.
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Description
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3.1
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Certificate of
Incorporation of Simpson Manufacturing Co., Inc., as amended, is
incorporated herein by reference to Exhibit 3.1 of its Quarterly Report
on Form 10-Q for the quarter ended September 30, 2007.
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3.2
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Bylaws of Simpson Manufacturing Co., Inc., as
amended, are incorporated herein by reference to Exhibit 3.2 of its
Current Report on Form 8-K dated August 4, 2008.
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4.1
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Amended and Restated Rights Agreement dated as of June 15,
2009, between Simpson Manufacturing Co., Inc. and Computershare Trust
Company, N.A., is filed herewith.
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4.2
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Certificate of
Designation, Preferences and Rights of Series A Participating Preferred
Stock of Simpson Manufacturing Co., Inc., dated July 30, 1999, is
incorporated by reference to Exhibit 4.2 of its Registration Statement
on Form 8-A dated August 4, 1999.
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99.1
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Press release dated
June 15, 2009, is furnished with this Current Report on Form 8-K.
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3
SIGNATURE
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this Current Report on Form 8-K to be signed on its behalf by the
undersigned hereunto duly authorized.
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Simpson Manufacturing
Co., Inc.
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(Registrant)
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DATE:
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June 15, 2009
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By
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/s/
KAREN W. COLONIAS
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Karen W. Colonias
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Chief Financial
Officer, Secretary and Treasurer
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4
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