Ezenia Inc - Securities Registration (section 12(g)) (8-A12G)
22 4월 2008 - 4:20AM
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
EZENIA!
INC.
(Exact name of
registrant as specified in charter)
Delaware
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04-3114212
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(State or other jurisdiction
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(IRS employer
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of incorporation)
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identification no.)
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14 Celina Drive, Suite 17-18
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Nashua, NH
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03063
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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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N/A
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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.
o
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.
x
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:
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Preferred
Stock Purchase Rights
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(Title of Class)
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Item 1.
Description of Registrants Securities to be
Registered
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On April 15, 2008,
the Board of Directors of Ezenia! Inc. (the Company) adopted a shareholder
rights plan, as set forth in the Shareholder Rights Agreement, dated April 15,
2008, 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 of the Company (the Common Stock) to shareholders of record as
of the close of business on April 16, 2008 (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 ten-thousandth of a share (a Unit) of Series D
Junior Participating Cumulative Preferred Stock, par value $0.01 per share, of
the Company (the Preferred Stock) at a cash exercise price of $3.00 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, 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).
Notwithstanding the
foregoing, with respect to any person who beneficially owns (for purposes of
the Rights Agreement) 15% or more of the outstanding shares of Common Stock as
of April 16, 2008 (such person being referred to in the Rights Agreement
as a Grandfathered Person), the Distribution Date will not occur unless such
Grandfathered Person has acquired beneficial ownership of shares of Common
Stock representing an additional ½% of the
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outstanding shares of
Common Stock. Per the terms of the
Rights Agreement, the Companys Chief Executive Officer, Khoa Nguyen, is initially
deemed a Grandfathered Person and, for purposes of the Rights Agreement, his
beneficial ownership shall not include certain additional shares of Common
Stock acquired pursuant to equity awards granted by the Companys Board of
Directors or Compensation Committee on or after April 16, 2008.
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 (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 that number of shares of Preferred 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, 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,
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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. 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 $0.01 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
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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 .001% and
the largest percentage of the outstanding Common Stock then owned by any person
and (ii) 10%.
Expiration
Date
The Rights are not
exercisable until the Distribution Date and will expire at the close of business
on April 16, 2018 (the Expiration Date), unless previously redeemed or
exchanged by the Company.
Miscellaneous
The certificate of designations 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 -
Exhibits
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3.1
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Certificate of
Designations, Preferences and Rights of a Series of Preferred Stock of
Ezenia! Inc. classifying and designating the Series D Junior
Participating Cumulative Preferred Stock.
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4.1
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Shareholder Rights
Agreement, dated as of April 15, 2008, between Ezenia! Inc. and
Computershare Trust Company, N.A., as Rights Agent.
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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, thereto duly authorized.
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EZENIA! INC.
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Date:
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April 21,
2008
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By:
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/s/ Roger N.
Tuttle
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Name: Roger N. Tuttle
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Title: Chief Financial
Officer and Secretary
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EXHIBIT
INDEX
Exhibit No.
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Description
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3.1
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Certificate of
Designations, Preferences and Rights of a Series of Preferred Stock of
Ezenia! Inc. classifying and designating the Series D Junior
Participating Cumulative Preferred Stock.
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4.1
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Shareholder Rights
Agreement, dated as of April 15, 2008, between Ezenia! Inc. and
Computershare Trust Company, N.A.
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Ezenia (CE) (USOTC:EZEN)
과거 데이터 주식 차트
부터 6월(6) 2024 으로 7월(7) 2024
Ezenia (CE) (USOTC:EZEN)
과거 데이터 주식 차트
부터 7월(7) 2023 으로 7월(7) 2024