Document/Exhibit Description Pages Size
1: 8-K Form 8-K, Date of Earliest Event Reported: 3/11/98 6 27K
2: EX-4 Rights Agreement, Dated as of March 11, 1998. 59 243K
3: EX-99.21(A) Exhibit 21(A) Press Release Dated March 12, 1998 2 12K
4: EX-99.21(B) Exhibit 21(B) Form of Letter to Stockholders 6 25K
8-K — Form 8-K, Date of Earliest Event Reported: 3/11/98
Document Table of Contents
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) MARCH 11, 1998
ATL PRODUCTS, INC.
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(Exact name of registrant as specified in charter)
DELAWARE 000-22037 95-3824281
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2801 KELVIN AVENUE, IRVINE, CALIFORNIA 92614
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (714) 774-6900
NONE
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(Former name or former address, if changed since last report.)
Item 5. Other Events.
On March 11, 1998, the Board of Directors of ATL Products,
Inc. (the "Company") declared a dividend of one preferred share purchase right
(a "Right") for each outstanding share of Common Stock (the "Common Stock"),
par value $.0001 per share, of the Company. The dividend is payable on March
23, 1998 (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 (a "Unit") of Series A Junior Participating Preferred
Stock, par value $.0001 per share (the "Series A Preferred Stock"), of the
Company at a price of $60.00 per Unit (the "Purchase Price"), subject to
adjustment. The description and terms of the Rights are set forth in a Rights
Agreement dated as of March 11, 1998 (the "Rights Agreement") between the
Company and BankBoston, N.A. as Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) the close of business on the
tenth day following the date of a public announcement that a person or group of
affiliated or associated persons (an "Acquiring Person") have acquired
beneficial ownership of 15% or more of the outstanding Common Stock or (ii) 10
business days (or such later date as may be determined by action of the
Continuing 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 a person or group of 15% or more of such outstanding
Common Stock (the earlier of such dates being called the "Distribution Date"),
the Rights will be evidenced, with respect to any of the Common Stock
certificates outstanding as of the Record Date, by such Common Stock
certificate with a copy of this Summary of Rights attached thereto.
The Rights Agreement provides that, until the Distribution
Date, the Rights will be transferred with and only with the Common Stock.
Until the Distribution Date (or earlier redemption or expiration of the
Rights), new Common Stock certificates issued after the Record Date, upon
transfer or new issuance of Common Stock will contain a notation 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 Stock, outstanding as of the Record Date, even without
such notation or a copy of this Summary of Rights being attached thereto, will
also constitute the transfer of the Rights associated with the Common Stock
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 Stock as of
the Close of Business on the Distribution Date and such separate Rights
Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date.
The Rights will expire at the close of business on March 23, 2008 (the "Final
Expiration Date"), unless the Final Expiration Date is extended or unless the
Rights are earlier redeemed or exchanged by the Company, in each case as
described below.
The Purchase Price payable, and the number of Units of Series
A Preferred Stock 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 Series A Preferred Stock, (ii) upon the grant to
holders of the Units of Series A Preferred Stock of certain rights or warrants
to subscribe for or purchase Units of Series A Preferred Stock at a price, or
securities convertible into Units of Series A Preferred Stock with a conversion
price, less than the then current market price of the Units of Series A
Preferred Stock or (iii) upon the distribution to holders of the Units of
Series A Preferred Stock of evidences of indebtedness or assets (excluding
regular periodic cash dividends paid out of earnings or retained earnings or
dividends payable in Units of Series A Preferred Stock) or of subscription
rights or warrants (other than those referred to above).
The number of outstanding Rights and the number of Units of
Series A Preferred Stock issuable upon exercise of each Rights are also subject
to adjustment in the event of a stock split of the Common Stock or a stock
dividend on the Common Stock payable in Common Stock or subdivisions,
consolidations or combinations of the Common Stock occurring, in any such case,
prior to the Distribution Date.
Units of Series A Preferred Stock purchasable upon exercise of
the Rights will not be redeemable. Each Unit of Series A Preferred Stock will
be entitled to an aggregate dividend of 1,000 times the dividend declared per
share of Common Stock. In the event of liquidation, the holders of the Units
of Series A Preferred Stock will be entitled
2.
to an aggregate payment of 1,000 times the payment made per share of Common
Stock. Each Unit of Series A Preferred Stock will have 1,000 votes, voting
together with the Common Stock. Finally, in the event of any merger,
consolidation or other transaction in which shares of Common Stock are
exchanged, each Unit of Series A Preferred Stock will be entitled to receive
1,000 times the amount received per share of Common Stock. These rights are
protected by customary antidilution provisions.
Because of the nature of the dividend, liquidation and voting
rights, the value of the Series A Preferred Stock, the Units of Series A
Preferred Stock purchasable upon exercise of each Rights should approximate the
value of one share of Common Stock.
In the event that, after the Rights become exercisable, the
Company is acquired in a merger or other business combination transaction with
an Acquiring Person or an affiliate thereof, or 50% or more of its consolidated
assets or earning power are sold to an Acquiring Person or an affiliate
thereof, proper provision will be made so that each holder of a Rights will
thereafter have the right to receive, upon exercise thereof at the then current
exercise price of the Rights, that number of shares of common stock of the
acquiring company which at the time of such transaction will have a market
value of two times the exercise price of the Rights.
In the event that any person or group of affiliated or
associated persons becomes the beneficial owner of 15% or more of the
outstanding shares of Common Stock proper provision shall be made so that each
holder of a Right, other than Rights beneficially owned by the Acquiring Person
(which will thereafter be void), will thereafter have the right to receive upon
exercise that number of shares of Common Stock or Units of Series A Preferred
Stock (or cash, other securities or property) having a market value of two
times the exercise price of the Rights.
At any time after the acquisition by a person or group of
affiliated or associated persons of beneficial ownership of 15% or more of the
outstanding shares of Common Stock and prior to the acquisition by such person
or group of 50% or more of the outstanding Common Stock, the Continuing
Directors of the Company may exchange the Rights (other than Rights owned by
such person or group which have become void), in whole or in part, at an
exchange ratio of one Unit of Series A Preferred Stock (subject to adjustment)
which shall equal, subject to adjustment to reflect stock splits, stock
dividends and similar transactions occurring after the date hereof, that number
obtained by dividing the Purchase Price by the then current per share market
price per Unit of Series A Preferred Stock on the earlier of (i) the date on
which any Person becomes an Acquiring Person and (ii) the date on which a
tender or exchange offer is announced by any Person, if upon consummation
thereof such Person would be the Beneficial Owner of 15% or more of the shares
of Company Common Stock then outstanding.
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 shares of Series A Preferred Stock
will be issued (other than fractions which are integral multiples of one
one-thousandth of a share of Series A Preferred Stock, 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
Units of Series A Preferred Stock on the last trading day prior to the date of
exercise.
At any time prior to the Distribution Date, the Board of
Directors of the Company may redeem the Rights in whole, but not in part, at a
price of $.001 per Right (the "Redemption Price"), upon the approval of
majority of the Continuing Directors. The redemption of the rights may be made
effective at such time on such basis and with such conditions as the Board of
Directors, upon the approval of the Continuing 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. The Rights are also
redeemable under other circumstances as specified in the Rights Agreement.
The terms of the Rights may be amended by the Board of
Directors of the Company without the consent of the holders of the Rights, upon
the approval of a majority of the Continuing Directors, except that from and
after a Distribution Date no such amendment may adversely affect the interests
of the holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the
3.
Company, including, without limitation, the right to vote or to receive
dividends.
The Rights have certain anti-takeover effects. The Rights
will cause substantial dilution to a person or group that attempts to acquire
the Company on terms not approved by the Company's Board of Directors, except
pursuant to an offer conditioned on a substantial number of Rights being
acquired. The Rights should not interfere with any merger or other business
combination approved by the Board of Directors since the Rights may be redeemed
by the Company at the Redemption Price prior to the occurrence of a
Distribution Date.
The Rights Agreement, dated as of March 11, 1998, between the
Company and the Rights Agent, specifying the terms of the Rights, is attached
hereto as an exhibit and is incorporated herein by reference. The foregoing
description of the Rights is qualified in its entirety by reference to such
exhibit. The Certificate of Designation for the Series A Junior Participating
Preferred Stock is attached hereto as an exhibit. The foregoing description of
the Series A Junior Participating Preferred Stock is qualified in its entirety
by reference to such exhibit.
Item 7. Financial Statements and Exhibits.
Exhibit 4 Rights Agreement, dated as of March 11, 1998, between
the Company and BankBoston, N.A. which includes the
form of Certificate of Designation for the Series A
Junior Participating Preferred Stock as Exhibit A, the
form of Rights Certificate as Exhibit B and the
Summary of Rights to Purchase Series A Preferred
Shares as Exhibit C. Pursuant to the Rights
Agreement, printed Right Certificates will not be
mailed until as soon as practicable after the earlier
of (i) the close of business on the tenth day
following the date of a public announcement that a
person or group has acquired beneficial ownership of
15% or more of the shares of Common Stock or (ii) the
tenth business day (or such later date as may be
determined by action of a majority of the Continuing
Directors) after a person commences, or announces its
intention to commence, a tender offer or exchange
offer the consummation of which would result in the
beneficial ownership by a person or group of 15% or
more of the shares of Common Stock.
Exhibit 21(a) Press Release dated March 12, 1998.
Exhibit 21(b) Form of Letter to Stockholders of ATL Products, Inc.
regarding the adoption of the Rights Plan pursuant to
the Rights Agreement.
4.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ATL PRODUCTS, INC.
DATE: March 11, 1998 By: /s/ Kevin C. Daly, Ph.D.
-----------------------------------------
Name: Kevin C. Daly, Ph.D.
Title: Chairman of the Board,
President and Chief Executive Officer
EXHIBIT INDEX
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
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4 Rights Agreement, dated as of March 11, 1998, between the
Company and BankBoston, N.A., which includes the form of
Certificate of Designation for the Series A Junior
Participating Preferred Stock as Exhibit A, the form of Rights
Certificate as Exhibit B and the Summary of Rights to Purchase
Series A Preferred Shares as Exhibit C. Pursuant to the Rights
Agreement, printed Right Certificates will not be mailed until
as soon as practicable after the earlier of (i) the close of
business on the tenth day following the date of a public
announcement that a person or group has acquired beneficial
ownership of 15% or more of the shares of Common Stock or (ii)
the tenth business day (or such later date as may be determined
by action of a majority of the Continuing Directors) after a
person commences, or announces its intention to commence, a
tender offer or exchange offer the consummation of which would
result in the beneficial ownership by a person or group of 15%
or more of the shares of Common Stock.
21(a) Press Release dated March 12, 1998.
21(b) Form of Letter to Stockholders of ATL Products, Inc. regarding
the adoption of the Rights Plan pursuant to the Rights
Agreement.
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘8-K’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 3/23/08 | | 2 |
| | 3/23/98 | | 2 |
| Filed on: | | 3/19/98 | | | | | | | 8-A12G |
| | 3/12/98 | | 4 | | 6 |
| For Period End: | | 3/11/98 | | 1 | | 6 |
| List all Filings |
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