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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
HEICO CORPORATION
(Exact name of registrant as specified in its charter)
Florida 65-0341002
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation)
3000 Taft Street
Hollywood, Florida 33021
(Address of principal executive offices) (Zip code)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
Preferred Stock Purchase Rights American Stock Exchange
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(Title of Class) (Name of Exchange)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On November 2, 1993, the Board of Directors of HEICO Corporation (the
"Company") declared a distribution of one Preferred Stock Purchase Right (the
"Rights") for each outstanding share of common stock, par value $.01 per share,
of the Company (the "Common Stock") held of record at the close of business on
November 12, 1993. Each Right entitles the registered holder to purchase from
the Company one one-hundredth (1/100) of a share of a new series of preferred
shares of the Company, designated as Series A Junior Participating Preferred
Stock (the "Series A Preferred Stock") at a price of $45 per one one-hundredth
(1/100) of a share (the "Exercise Price"), subject to certain adjustments. The
description and terms of the Rights are set forth in a Rights Agreement (the
"Rights Agreement") between the Company and Sun Bank, National Association, a
national banking association, as Rights Agent ("Rights Agent"), dated as of
November 2, 1993.
Initially the Rights will not be exercisable, certificates will not be sent
to shareholders, and the Rights will automatically trade with the Common Stock.
Until the close of business on the tenth day (or such later date as may be
determined by action of the Board of Directors) after the earlier to occur of
(i) a public announcement that a person or group of affiliated or associated
persons, with certain exceptions, has acquired beneficial ownership of 15% or
more of the Company's voting stock ("Acquiring Person"), except that Acquiring
Person shall not include (A) the Company, (B) any subsidiary of the Company, (C)
any employee benefit plan or employee stock plan of the Company or of any
subsidiary of the Company, (D) any person whose ownership of 15% or more of the
shares of voting stock of the Company then outstanding results from a
transaction or transactions approved by the Continuing Directors (as defined in
the Rights Agreement) and effected before such person acquires such 15%
beneficial ownership (provided that such person shall become an Acquiring Person
upon his acquisition of an additional 1% of the Company's voting stock unless
otherwise approved by the Continuing Directors), (E) any person whose beneficial
ownership of shares of voting stock of the Company is increased to 15% or more
of the shares of voting stock of the Company then outstanding solely by reason
of a reduction in the number of issued and outstanding shares of voting stock of
the Company pursuant to a transaction or transactions approved by the Continuing
Directors of the Company (provided that such person shall become an Acquiring
Person upon his acquisition of an
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additional 1% of the Company's voting stock unless otherwise approved by the
Continuing Directors), or (F) any person whose ownership of 15% or more of the
shares of voting stock of the Company then outstanding results from any action
or transaction deemed by a resolution of the Continuing Directors of the Company
not to cause such person to become an Acquiring Person which resolution is
passed prior to such person otherwise becoming an Acquiring Person (provided
such person shall become an Acquiring Person upon his acquisition of an
additional 1% of the Company's voting stock unless otherwise approved by the
Continuing Directors), or (ii) the date of the commencement or announcement of a
person's or group's intention to commence a tender or exchange offer (other than
a tender or exchange offer by the Company, any subsidiary of the Company or any
employee benefit plan or employee stock plan of the Company or any subsidiary of
the Company) whose consummation would result in the ownership of 30% or more of
the outstanding shares of Common Stock of the Company, even if no purchase
actually occurs pursuant to such offer (including any such date which is after
the date of the Rights Agreement and prior to the issuance of the Rights; the
earlier of such dates being called the "Distribution Date"), the Rights will be
evidenced, with respect to any Common Stock certificates outstanding as of
November 12, 1993, by such Common Stock certificate with a copy of a Summary of
Rights attached thereto, which will be distributed to shareholders of record as
of November 12, 1993 (the "Summary of Rights"). Voting stock of the Company
owned by any person and acquired by such person from Company or deemed to be
beneficially owned by such person pursuant to the exercise or holding of
conversion rights, exchange rights, other rights (other than the Rights),
warrants or options acquired from the Company is excluded in determining whether
such person has acquired 15% or more of the outstanding voting stock. The
Rights Agreement provides that, until the Distribution Date, the Rights will be
represented by and 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 November 12, 1993 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 of the Common Stock certificates outstanding as of November 12, 1993 with
or without a copy of the Summary of Rights attached, 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 ("Right Certificates") will be mailed to
holders of record of the Common Stock as of the close
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of business on the Distribution Date and such separate certificates alone will
evidence the Rights from and after the Distribution Date.
The Rights are not exercisable until after both the Distribution Date and
the receipt of the certificates which evidence the Rights. The Rights may be
exercised, in whole or in part, upon surrender of the Right certificate, with
the form of election to purchase, located on the reverse side of such
certificate, duly executed (with signature, duly guaranteed), to the Rights
Agent, together with payment of the Exercise Price, subject to adjustment as
provided in the Rights Agreement. The Rights will expire at the close of
business on November 2, 2003, unless earlier redeemed by the Company as
described below.
The Series A Preferred Stock will be non-redeemable and, unless otherwise
provided in connection with the creation of a subsequent series of preferred
stock, subordinate to any other series of the Company's preferred stock. The
Series A Preferred Stock may not be issued except upon exercise of the Rights.
Each share of Series A Preferred Stock will be entitled to receive when, as and
if declared, a quarterly distribution in an amount equal to the greater of $.75
per share or 100 times the cash distributions declared on a share of Common
Stock. In the event that any preferential cash dividends to which the holders
of any current or future series of the Company's preferred stock, including the
Series A Preferred Stock, are entitled has accrued for four or more quarterly
dividend payment periods, whether consecutive or not, and shall not have been
declared and paid (or a sum sufficient for the payment thereof shall not have
been set aside) in full, the holders of such series of preferred stock shall
have the right, acting as a single voting group to elect two directors to the
Company's Board of Directors and to continue to have two directors on the Board
of Directors for so long as any such dividends remain unpaid (or a sum
sufficient for the payment thereof has not been set aside) in full.
In addition, each share of Series A Preferred Stock is entitled to 100 times
any non-cash distributions (other than distributions payable in equity
securities) declared on a share of Common Stock, in like kind. In the event of
liquidation, the holders of the Series A Preferred Stock will be entitled to
receive a liquidation payment in an amount equal to the greater of $45 per one
one-hundredth (1/100) of a share or 100 times the payment made per share of
Common Stock. Each share of Series A Preferred Stock will have 100 votes,
voting together with the Common Stock as a single voting group.
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In the event of any merger, consolidation or other transaction in shares of
Common Stock are exchanged, each share of Series A Preferred Stock will be
entitled to receive 100 times the amount received per share of Common Stock.
The rights of the Series A Preferred Stock as to distributions, liquidation and
voting are protected by anti-dilution provisions.
The number of shares of Series A Preferred Stock issuable upon exercise of
the Rights is subject to certain adjustments from time to time in the event of a
stock distribution on, or a subdivision or combination of, the Common Stock.
The Exercise Price is subject to adjustment in the event of extraordinary
distributions of cash or other property to holders of Common Stock.
Unless the Rights are earlier redeemed, or the transaction is approved by
the Continuing Directors, in the event that, after the Rights become
exercisable, the Company is acquired in a merger or other business combination
(in which any shares of the Company's Common Stock are changed into or exchanged
for other securities or assets) or more than 50% of the assets or earning power
of the Company and its subsidiaries (taken as a whole) is sold or transferred in
one or a series of related transactions, the Rights Agreement provides that
proper provision will be made so that each holder of record of a Right will from
and after such date have the right to receive, upon payment of the Exercise
Price, that number of shares of common stock of the acquiring company having a
market value at the time of such transaction equal to two times the Exercise
Price. In addition, unless the Rights are earlier redeemed, or the transaction
is approved by the Continuing Directors, if a person or group, with certain
exceptions, becomes the beneficial owner of 15% or more of the Company's voting
stock, the Rights Agreement provides that proper provision will be made so that
each holder of record of a Right, other than the Acquiring Person (whose Rights
will thereupon become null and void), will thereafter have the right to receive,
upon payment of the Exercise Price, that number of shares of Series A Preferred
Stock having a market value at the time of the transaction equal to two times
the Exercise Price.
Fractions of shares of Series A Preferred Stock may, at the election of the
Company, be evidenced by depositary receipts. The Company may also issue cash
in lieu of fractional shares which are not integral multiples of one-hundredth
of a share.
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At any time on or prior to the close of business on the tenth day after a
public announcement that a person has become an Acquiring Person (or such later
date as a majority of the Continuing Directors may determine; the Company may
redeem the Rights in whole, but not in part, at a price of $.01 per Right
("Redemption Price"); PROVIDED, HOWEVER, the Company may not redeem a Right at
anytime after the Company's acceptance of the exercise of such Right.
Immediately upon the action of the Board of Directors of the Company authorizing
redemption of the Rights, the right to exercise the Rights will terminate and
the only right of the holders of the Rights will be to receive the Redemption
Price.
Until a Right is exercised, the holder, as such, will have no rights as a
shareholder of the Company, including, without limitation, the right to vote or
to receive distributions; PROVIDED, HOWEVER, that, pursuant to the Rights
Agreement, the Company will not effect any amendment to its Articles of
Incorporation which would adversely affect the preferences, limitations or
relative rights of the Series A Preferred Stock without the approval of (i) the
holders of the then outstanding Rights and (ii) the holders of the then
outstanding shares of Series A Preferred Stock. Such approval shall be by a
two-thirds vote, with the holders of the Rights and the holders of the Series A
Preferred Stock voting together as a single voting group; PROVIDED, HOWEVER,
that the holder of each share of Series A Preferred Stock shall have one vote
and the holder of each Right shall have one one-hundredth of a vote with respect
to each amendment.
As of April 10, 1995, there were 2,279,896 shares of Common Stock issued and
outstanding and 686,523 shares reserved for issuance upon the exercise of
outstanding options under the Company's stock option plans. 50,000 shares of
Series A Preferred Stock have been reserved for issuance upon exercise of the
Rights.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group who attempts to acquire the Company on
terms not approved by the Company's Board of Directors. The Rights should not
interfere with any merger or other business combination approved by the Board
since they may be redeemed by the Company at $.01 per Right at any time until
the close of business on the tenth day after a person or group has obtained
beneficial ownership of 15% or more of the voting stock. The Company's ability
to issue other series or classes of preferred stock could also be used to make a
change in control of the Company more difficult if the Company's Board of
Directors caused shares of preferred stock to be issued to
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holders who might side with the Company's Board of Directors in opposing a
takeover bid that the Company's Board of Directors determines is not in the best
interest of the Company and its shareholders. In addition, the Company's Board
of Directors could issue a series of preferred stock with rights and preferences
that might similarly impede or discourage proposed mergers, tender offers, or
other attempts to gain control of the Company. The Company's present Articles
of Incorporation and By-Laws contain other provisions which could have anti-
takeover effects. These provisions include, without limitation, (i) the
authority of the Board of Directors to issue additional shares of Common Stock
without additional shareholder approval and (ii) certain notice procedures to be
complied with by shareholders in order to make shareholder proposals or nominate
directors.
The form of Rights Agreement between the Company and Sun Bank, National
Association, as rights agent, specifying the terms of the Rights, which
includes, as Exhibit A thereto, the form of Summary of Rights to Purchase Series
A Junior Participating Preferred Stock, as Exhibit B thereto, the form of Right
Certificate and, as Exhibit C thereto, the form of Articles of Amendment of the
Company setting forth the preferences, limitations and relative rights of the
Series A Preferred Stock, is attached hereto as an Exhibit 4 and incorporated
herein by reference. The foregoing description of the Rights is qualified by
reference to such Exhibit 4.
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ITEM 2. EXHIBITS.
EXHIBIT NO. DESCRIPTION
4.* Rights Agreement dated as of November 2, 1993 between
HEICO Corporation and Sun Bank, National Association, a
national banking association, as Rights Agent. The Rights
Agreement includes, as Exhibit A thereto, the form of
Articles of Amendment establishing the preferences,
limitations and relative rights of the Series A Junior
Participating Preferred Stock, as Exhibit B thereto, the form
of Summary of Rights to Purchase Series A Junior
Participating Preferred Stock and, as Exhibit C thereto, the
form of Right Certificate.
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* Previously filed.
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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.
HEICO CORPORATION
By: s/s THOMAS S. IRWIN
Thomas S. Irwin
Executive Vice President
Chief Financial Officer
Date: July 20, 1995
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