Courier Corp – ‘8-A12G’ on 3/22/99

As of:  Monday, 3/22/99   ·   Accession #:  1047469-99-10711   ·   File #:  0-07597

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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      Registration of a Class of Securities                  7     26K 
 2: EX-3.1      Articles of Incorporation/Organization or By-Laws      9     27K 
 3: EX-4.1      Instrument Defining the Rights of Security Holders    61    236K 

8-A12G   —   Registration of a Class of Securities
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 12(g) OF THE
 SECURITIES EXCHANGE ACT OF 1934

 COURIER CORPORATION
 -------------------
(Exact name of registrant as specified in charter)

MASSACHUSETTS                                     04-2502514      
------------------------------                       ------------------         
(State or other jurisdiction                            (IRS employer           
of incorporation)                               identification no.)   

 15 WELLMAN AVENUE, NORTH CHELMSFORD, MA 01863
 ---------------------------------------------
 (Address of principal executive offices) (Zip code)

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

                                           Name of each exchange
Title of each class                         on which each class is
to be so registered                         to be registered      
-------------------                         ----------------------
NONE                                        NONE    

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

 PREFERRED STOCK PURCHASE RIGHTS
 -------------------------------
(Title of Class)

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ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.               

On March 18, 1999 the Board of Directors of Courier Corporation (the  
"Company") adopted a Shareholder Rights Agreement (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.                                                                      

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 March 19, 1999 (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 one-thousandth of a share (a "Unit") of Series 
B Junior Participating Cumulative Preferred Stock, par value $1.00 per share    
(the "Preferred Stock"), at a cash exercise price of $100.00 per Unit (the      
"Exercise Price"), subject to adjustment.                                       

 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 earliest 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 has acquired beneficial ownership of 15% or more of the   
outstanding shares of Common Stock (an "Acquiring Person") (the date of said    
announcement being referred to as the "Stock Acquisition Date"), (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 would result upon its consummation in a person or group     
becoming the beneficial owner of 15% or more of the outstanding shares of Common
Stock or (iii) the determination by the Board of Directors that any person is an
"Adverse Person" (the earliest of such dates being herein referred to as the    
"Distribution Date").                                                           

     The Board of Directors may declare a person to be an Adverse Person after a
determination that such person, alone or together with its affiliates and       
associates, has become the beneficial owner of 10% or more of the outstanding   
shares of Common Stock and a determination by the Board of Directors, after     
reasonable inquiry and investigation, including such consultation, if any, with 
such persons as the directors shall deem appropriate, that (a) such beneficial  
ownership by such person is intended to cause, is reasonably likely to cause or 
will cause the Company to repurchase the Common Stock beneficially owned by such
person or to cause pressure on the Company to take action or enter into a       
transaction or series of transactions which would provide such person with      
short-term financial gain under circumstances where the Board of Directors      
determines that the best long-term interests of the Company and its             
shareholders, but for the actions and possible actions of such person, would not
be served by taking such action or entering                                     

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into such transaction or series of transactions at that time or (b) such        
beneficial ownership is causing, or is reasonably likely to cause, a material   
adverse impact (including, but not limited to, impairment of relationships with 
customers or impairment of the Company's ability to maintain its competitive    
position) on the business or prospects of the Company. No delay or failure by   
the Board of Directors to declare a person to be an Adverse Person shall in any 
way waive or otherwise affect the power of the Board of Directors subsequently  
to declare a person an Adverse Person. In the event that the Board of Directors 
should at any time determine, upon reasonable inquiry and investigation,        
including consultation with such persons as the Board of Directors shall deem   
appropriate, that such person has not met or complied with any condition        
specified by the Board of Directors, the Board of Directors may at any time     
thereafter declare the person to be an Adverse Person.                          

    Until the Distribution Date (or earlier redemption, exchange or expiration
of the Rights), (a) the Rights will be evidenced by the Common Stock            
certificates and will be transferred with and only with such Common Stock       
certificates, (b) new Common Stock certificates issued after the Record Date    
will contain a notation incorporating the Rights Agreement by reference, and (c)
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.                                                

    The Rights are not exercisable until the Distribution Date and will expire
at the close of business on March 18, 2009 (the "Expiration Date"), unless      
previously redeemed or exchanged by the Company as described below.             

     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.                                                     

     In the event that a Stock Acquisition Date occurs or the Board of Directors
determines that a person is an Adverse Person, proper provision will be made so 
that each holder of a Right (other than an Acquiring Person, an Adverse Person  
or their associates or affiliates, whose Rights shall become null and void) will
thereafter have the right to receive upon exercise that number of Units of      
Preferred Stock of the Company 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 Company's assets or     
earning power is sold, mortgaged or otherwise transferred, each holder of a     
Right shall 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                             

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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 or an Adverse Person 
may (under certain circumstances specified in the Rights Agreement) become null 
and void.                                                                       

At any time after a person becomes an Acquiring Person or the Board of
Directors determines that a person is an Adverse 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 of Preferred Stock 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.                                                    

   The Exercise Price payable, and the number of Units of 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 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.                                     

   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 
earliest of (i) the date on which a person is declared to be an Adverse Person, 
(ii) the time at which any person becomes an Acquiring Person, or (iii) 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.                                                               

   The Rights Agreement may be amended by the Board of Directors in its sole
discretion until the earliest to occur of (i) the time at which any person      
becomes an Acquiring Person or (ii) the date on which a person is declared to be
an Adverse Person. After such time or date, as the case may be, 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 period, or to make changes that do not adversely
affect the interests of Rights holders (excluding the interests of an Acquiring 
Person, an Adverse Person or their associates or affiliates). In addition, the  
Board of Directors may at any time prior to the earliest                        

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to occur of (i) the time at which any person becomes an Acquiring Person or (ii)
the date on which a person is declared to be an Adverse 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%.          

     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, 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.                                       

   The certificate of vote of directors 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.                                                              

3.1       Certificate of Vote of Directors Establishing a Series of a Class of  
         Stock of Courier Corporation classifying and designating the Series B
Junior Participating Cumulative Preferred Stock.            

4.1       Shareholder Rights Agreement, dated as of March 18, 1999, between     
          Courier Corporation and State Street Bank and Trust Company, 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.                      

                 COURIER CORPORATION

Date: March 18, 1999                 By: /s/ Robert P. Story, Jr.               
                                   -----------------------------------
                                       Name:  Robert P. Story, Jr.
                                            Title: Senior Vice President and
                                                 Chief Financial Officer

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 EXHIBIT INDEX

                                                                [Download Table]


EXHIBIT NO.                        DESCRIPTION                                  
                                                                                

   3.1      Certificate of Vote of Directors Establishing a Series of a Class of
            Stock of Courier Corporation classifying and designating the Series 
            B Junior Participating Cumulative Preferred Stock.                  

   4.1      Shareholder Rights Agreement, dated as of March 18, 1999, between   
            Courier Corporation and State Street Bank and Trust Company, as     
            Rights Agent.                                                       

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-A12G’ Filing		Date		First		Last			Other Filings
		3/18/09		3					8-K
Filed on:		3/22/99							8-K
		3/19/99		2
		3/18/99		2		7			8-K
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