- Amended Securities Registration (section 12(b)) (8-A12B/A)
June 15 2009 - 5:13PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-A/A
Amendment
No. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Simpson Manufacturing Co. Inc.
(Exact name of registrant as specified in its charter)
Delaware
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94-3196943
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State of incorporation
or organization
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(I.R.S. Employer
Identification No.)
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5956 West Las Positas Boulevard, Pleasanton, CA
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94588
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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:
Title of each class
to be so registered
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Name of each exchange on which
each class is to be registered
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Series A Participating Preferred Stock Purchase Rights
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New York Stock Exchange, Inc.
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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.
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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) check the following box.
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o
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Securities
Act of 1933 registration statement file number to which this form relates:
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N/A
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Securities
to be registered pursuant to Section 12(g) of the Exchange Act:
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None
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(Title of class)
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ITEM 1.
DESCRIPTION OF SECURITIES TO BE REGISTERED.
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.
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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.
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 Amendment No. 1
to Registration Statement on Form 8-A.
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.
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ITEM 2. EXHIBITS.
The following exhibits are incorporated by reference
into this Amendment No. 1 to Registration Statement on Form 8-A or
filed with this Amendment No. 1 to Registration Statement on Form 8-A,
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, which
includes Certificate of Designation, Preferences and Rights of Series A
Participating Preferred Stock of Simpson Manufacturing Co., Inc. dated
July 30, 1999, 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., which
includes as Exhibit B the form of Rights Certificate, is incorporated
herein by reference to Exhibit 4.1 of Simpson Manufacturing
Co., Inc.s Current Report on Form 8-K dated June 15, 2009.
Pursuant to the Rights Agreement, Rights Certificates will not be mailed
until the earlier of (i) a public announcement that a person or a group
of affiliated or associated persons has directly or indirectly acquired
beneficial ownership (as defined in the Rights Agreement) of securities
representing 15 percent or more of the outstanding common stock or
(ii) ten days after a person or a group of affiliated or associated
persons has commenced or announced an intent to commence a tender offer or
exchange offer which, on consummation thereof, would cause such person or
group to own beneficially securities representing 15 percent or more of the
outstanding common stock.
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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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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:
June 15, 2009
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SIMPSON
MANUFACTURING CO., INC.
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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,
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Secretary and
Treasurer
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