Anicom Inc – ‘8-A12G’ on 3/22/99

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Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12G      Form 8-A                                               7     26K 
 2: EX-1        Underwriting Agreement                                54    220K 

8-A12G   —   Form 8-A
Document Table of Contents

8-A12G
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-A

 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
 PURSUANT TO SECTION 12(b) OR (g) OF THE
 SECURITIES EXCHANGE ACT OF 1934

ANICOM, INC.
------------
(Exact name of registrant as specified in its charter)

         Delaware                                         36-3885212
         --------                                         ----------
(State of incorporation or organization)                     (I.R.S. Employer   
                                                         Identification No.)

6133 North River Road, Suite 1000, Rosemont, IL                 60618       
-----------------------------------------------                 -----       
  (Address of principal executive offices)              (Zip Code)

If this Form relates to the             If this Form relates to the registration
registration of a class of              of a class of securities pursuant to    
securities pursuant to                  Section 12(g) of The Exchange Act and   
Section 12(b) of The Exchange Act       is effective pursuant to General        
and is effective pursuant               Instruction A.(d), please check the     
to General Instruction A.(c),           following box. |X|                      
please check the following                                                      
box. |_|                                                                        

Securities Act registration statement file number to which
this form relates: N/A

Securities to be registered pursuant to Section 12(b) 
of the Act: 

NONE

 Securities to be registered pursuant to Section 12(g) of the Act:

 Preferred Stock Purchase Rights

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Item 1.  Description of Registrant's Securities to be Registered.               

         On March  16,  1999,  the  Board of  Directors  of  Anicom,  Inc.  (the
"Company") declared a dividend of one Right for each outstanding share of common
stock (a  "Right"),  par value  $.001 per share (the  "Common  Shares"),  of the
Company.  The dividend is payable on March 31, 1999 (the  "Record  Date") to the
stockholders of record on that date.  Each Right entitles the registered  holder
to purchase  from the Company one  one-thousandth  of a share of Series C Junior
Participating  Preferred  Stock,  par  value  $.01  per  share  (the  "Preferred
Shares"),  of the  Company  at a price of  $35.00  per one  one-thousandth  of a
Preferred  Share (the "Purchase  Price"),  subject to  adjustment.  The Purchase
Price was established by the Company's  Board of Directors  after  consultations
with,  and  recommendations   by,  its  financial  advisor.   Customary  factors
considered by the Company's Board of Directors in determining the Purchase Price
included,  without  limitation,  implied  ranges of future  stock prices for the
Company based upon potential and projected  growth rates over a ten-year period,
and  exercise  prices (as a multiple  of stock  prices)  set by other  companies
adopting  similar rights plans.  The Purchase Price does not reflect the Board's
view of the current value of the Company.                                       

         The  description  and  terms of the  Rights  are set  forth in a Rights
Agreement  (the  "Rights  Agreement")  between the Company and Harris  Trust and
Savings Bank, as Rights Agent (the "Rights Agent").                             

         Until the  earlier of (i) the close of  business on the tenth day after
the first public announcement that a person or group of affiliated or associated
persons have  acquired  beneficial  ownership of 15% or more of the  outstanding
Common  Shares (an  "Acquiring  Person"),  or (ii) the close of  business on the
tenth day (or such later date as may be  determined  by action of the  Company's
Board of Directors prior to such time as any Person becomes an Acquiring Person)
following the commencement of, or announcement of an intention to make, a tender
offer or exchange offer the consummation of which would result in the beneficial
ownership  by such  person  or group of 15% or more of such  outstanding  Common
Shares (the earlier of such dates being  called the  "Distribution  Date"),  the
Rights will be evidenced by the Common Share certificates,  will be transferable
only by the transfer of the Common  Shares  associated  with such Rights and any
transfer  of the Common  Shares  (including  a  transfer  to the  Company)  will
constitute a transfer of the Rights. As described below, after a person or group
becomes an Acquiring  Person,  the Rights may not be redeemed and may be amended
only in limited circumstances.                                                  

         Until the Distribution Date (or earlier redemption or expiration of the
Rights),  new Common  Share  certificates  issued  after the Record  Date,  upon
transfer or new issuance of Common Shares,  will contain a legend  incorporating
the Rights  Agreement  by  reference.  Until the  Distribution  Date (or earlier
redemption  or  expiration  of the Rights),  the  surrender  for transfer of any
certificates  for Common Shares  outstanding as of the Record Date, even without
such notation will also  constitute the transfer of the Rights  associated  with
the  Common  Shares  represented  by such  certificate.  As soon as  practicable
following the Distribution  Date,  separate  certificates  evidencing the Rights
("Rights Certificates") will be mailed to holders of record of the Common Shares
as of the close of business on the  Distribution  Date and such separate  Rights
Certificates  alone will evidence the Rights.  Each Right is exercisable for one
one-thousandth of a Preferred Share at any time after the Distribution Date.    

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         The Rights are not exercisable for Common Shares until a person, entity
or group becomes an Acquiring  Person.  The Rights will expire on March 31, 2009
(the "Final Expiration  Date"),  unless the Final Expiration Date is extended or
unless  the Rights  are  redeemed  earlier  by the  Company,  in each  case,  as
described below.                                                                

         If a person or group of  affiliated or  associated  persons  becomes an
Acquiring Person, each holder of a Right (other than those described in the next
sentence)  will  thereafter  have the right to receive,  upon  exercise,  Common
Shares (or, in certain circumstances,  cash, property or other securities of the
Company) having a value equal to two times the Purchase Price of the Right.  All
Rights  that are,  or  (under  certain  circumstances  specified  in the  Rights
Agreement) were, beneficially owned by any Acquiring Person will be void.       

         At any time after the first date of public  announcement by the Company
or an  Acquiring  Person than an Acquiring  Person has become  such,  if (i) the
Company  is the  surviving  corporation  in a merger  with any other  company or
entity,  (ii) the Company is acquired in a merger or other business  combination
transaction,  (iii) 50% or more of the Company's  consolidated assets or earning
power are sold or (iv) an  Acquiring  Person  engages in certain  "self-dealing"
transactions  with the Company,  each holder of an outstanding Right (other than
those whose Rights have become void) will  thereafter have the right to receive,
upon the exercise thereof at the then current Purchase Price of the Right,  that
number of shares of common stock of the surviving or acquiring  company which at
the time of such  transaction will have a market value of two times the Purchase
Price of such Right.                                                            

         At any time  after a person or group  becomes an  Acquiring  Person and
prior  to the  acquisition  by  such  person  or  group  of 50% or  more  of the
outstanding  Common  Shares,  the Board of Directors of the Company may exchange
the Rights  (other than Rights  owned by an  Acquiring  Person which have become
void), in whole or in part, without any additional payment, for Common Shares at
an exchange ratio of one Common Share (or of a share of a class or series of the
Company's   preferred   shares  having   equivalent   rights,   preferences  and
privileges), per Right (subject to adjustment).                                 

         Rights  surrendered  for exercise must be accompanied by payment to the
Company of the then current aggregate Purchase Price by wire transfer, certified
check,  cashier's check or money order. Some holders of Rights may find that the
level of the Purchase Price  precludes them from  exercising all or a portion of
their Rights. The Rights,  however,  will be separately tradeable from and after
the Distribution Date, should such holders wish to transfer their Rights.  There
can be no assurance,  however, that an active trading market for the Rights will
develop.                                                                        

         The Purchase Price payable, and the number of Preferred Shares 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
Shares,  (ii) upon the  grant to  holders  of the  Preferred  Shares of  certain
rights,  options or warrants to subscribe for or purchase  Preferred Shares at a
price, or securities  convertible into Preferred Shares with a conversion price,
less than the  then-current  market price of the Preferred  Shares or (iii) upon
the distribution to holders of the Preferred Shares of evidences of indebtedness
or assets (excluding regular periodic cash dividends or                         

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dividends  payable in Preferred  Shares) or of  subscription  rights or warrants
(other than those referred to above).                                           

         Preferred  Shares  purchasable  upon exercise of the Rights will not be
redeemable.  Each Preferred  Share will be entitled to an aggregate  dividend of
1,000 times the dividend declared per Common Share. In the event of liquidation,
the holders of the Preferred Shares will be entitled to an aggregate  payment of
1,000 times the payment made per Common Share.  Each  Preferred  Share will have
1,000  votes,  voting  together  with the  Common  Shares.  In the  event of any
consolidation,  merger,  combination or other transaction in which Common Shares
are exchanged for or changed into other stock or  securities,  cash and/or other
property,  each  Preferred  Share will be  entitled  to receive  1,000 times the
amount received per Common Share. The foregoing  dividend and liquidation rights
of the Preferred  Shares are protected  against dilution in the event additional
Common Shares are issued  pursuant to a stock split,  stock  dividend or similar
recapitalization.                                                               

         Because of the nature of the dividend, liquidation and voting rights of
the  Preferred  Shares,  the value of one  one-thousandth  of a Preferred  Share
purchasable  upon  exercise of each Right  should  approximate  the value of one
Common Share.                                                                   

         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  Preferred  Shares will be issued (other than
fractions  which are  integral  multiples of one  one-thousandth  of a Preferred
Share,  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
market price of the  Preferred  Shares on the last trading day prior to the date
of exercise.                                                                    

         At any time prior to a person or group  becoming an  Acquiring  Person,
the Board of  Directors of the Company may redeem all, but not less than all, of
the Rights at a price of $.01 per Right (the "Redemption Price"). The redemption
of the Rights may be made  effective  at such time,  on such basis and with such
conditions  as the 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.                                                           

         Any of the  provisions  of the  Rights  may be  amended by the Board of
Directors  of the  Company in order to cure any  ambiguity  or to make any other
changes which the Board deems necessary or desirable. However, after a person or
group becomes an Acquiring Person,  any such amendment must not adversely affect
the  interests of holders of Rights  (excluding  the  interests of any Acquiring
Person).                                                                        

         Until a Right is exercised,  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.                                                

         The Rights have certain  anti-takeover  effects. The Rights should not,
however,  interfere  with any merger or  business  combination  approved  by the
Company's  Board of Directors  because the Rights may be redeemed by the Company
at the Redemption Price prior to the time                                       

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that a person or group has acquired  beneficial  ownership of 15% or more of the
Common Shares.  However,  by causing  substantial  dilution to a person or group
that  attempts  to acquire the  Company on terms not  approved by the  Company's
Board  of  Directors,  the  Rights  may  interfere  with  certain  acquisitions,
including acquisitions that may offer a premium over market price to some or all
of the Company's stockholders.  The Company's Board of Directors has stated that
the Rights are not  intended to prevent an  acquisition  of the Company on terms
that are favorable and fair to all the Company's stockholders.                  

         As of March 15, 1999, there were 25,121,327 Common Shares  outstanding.
Each  outstanding  Common  Share on March 31, 1999 will have one Right  attached
thereto. Until the Distribution Date, the Company will issue one Right with each
Common  Share that shall  become  outstanding  so that all such shares will have
attached Rights.  50,000  Preferred  Shares are initially  reserved for issuance
upon exercise of the Rights.                                                    

Item 2.  Exhibits.                                                              

Exhibit                                                                         
Number            Description of Document                                       

1                 Rights  Agreement  dated as of March 17, 1999 between  Anicom,
                  Inc.  and Harris Trust and  Savings  Bank, which  includes  as
                  Exhibit A the Form of Certificate of Designations,  as Exhibit
                  B the Form of Rights  Certificate and as Exhibit C the Summary
                  of Rights to Purchase Preferred Stock.  Pursuant to the Rights
                  Agreement,  Rights Certificates will not be mailed until after
the Distribution Date.                      

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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.             

ANICOM, INC.
(Registrant)

Dated:  March 22, 1999            By:    /s/ SCOTT C. ANIXTER                   
                                      ------------------------------------
                  Scott C. Anixter
                                      Chairman and Chief Executive Officer

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 Index to Exhibits

Exhibit No.            Exhibit                                                  

1                      Rights Agreement dated as of March 17, 1999              
               between Anicom, Inc. and Harris Trust and Savings
           Bank, which includes as Exhibit A the Form of
                   Certificate of Designations, as Exhibit B the Form of
                Rights Certificate and as Exhibit C the Summary of
                  Rights to Purchase Preferred Stock.  Pursuant to the
               Rights Agreement, Rights Certificates will not be
       mailed until after the Distribution Date.

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-A12G’ Filing		Date		First		Last			Other Filings
		3/31/09		3
		3/31/99		2		5			10-K,  10-Q
Filed on:		3/22/99		6
		3/17/99		5		7
		3/16/99		2
		3/15/99		5
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