SECURITIES
AND
EXCHANGE COMMISSION
WASHINGTON,
D.C.
20549
Form
8-A/A
Amendment
No. 4
For
Registration of Certain Classes of Securities
Pursuant
to
Section 12(b) or (g) of the
Securities
Exchange Act of 1934
STAMFORD
INDUSTRIAL
GROUP, INC.
(Exact
name of
registrant as specified in its charter)
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Delaware
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41-1844584
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(State
of
incorporation or organization)
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(I.R.S
Employer Identification No.)
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One
Landmark
Square, 21
st
Floor,
Stamford, CT
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06901
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(State
of
incorporation or organization)
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(Zip
Code)
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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.
q
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: (if
applicable)
Securities
to be
registered pursuant to Section 12(b) of the Act:
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Title
of each class
to be so registered:
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None
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Securities
to be registered pursuant to Section 12(g) of the
Act:
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Rights
to Purchase Series A Junior Preferred
Stock
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Stamford
Industrial
Group, Inc. (the “Company”) hereby amends Items 1 and 2 of its Registration
Statement on Form 8-A filed with the Securities and Exchange Commission (the
“Commission”) on June 6, 2001, as amended by Amendment No. 1 thereto filed with
the Commission on December 24, 2003, Amendment No. 2 thereto filed with the
Commission on April 22, 2004, and Amendment No. 3 thereto filed with the
Commission on September 28, 2006.
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Item
1.
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Description
of Registrants Securities to be
Registered.
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On
June 1, 2001, the Board of Directors (the “Board”) of the Company declared a
dividend of one purchase right (a “Right”) for every outstanding share of the
Company’s common stock, par value $0.001 per share (the “Common Stock”) to
stockholders of record at the close of business on June 14, 2001 (the “Record
Date”). Each Right entitles the registered holder to purchase from the Company a
unit consisting of 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”), at a purchase price of $15 per Unit, subject to adjustment.
The terms of the Rights are set forth in a Rights Agreement (the “Rights
Agreement”), dated as of June 1, 2001, between the Company and Wells Fargo Bank
Minnesota, N.A. (“Wells Fargo”), as amended by Amendment No. 1 dated December
22, 2003 (the “2003 Amendment”), by Amendment No. 2 dated April 21, 2004 (the
“2004 Amendment”), and by Amendment No. 3 dated September 22, 2006 (the
“2006 Amendment”).
On
February 11, 2008, the Company entered into Amendment No. 4 to the Rights
Agreement (the "2008 Amendment") with American Stock Transfer & Trust
Company (the “Rights Agent”) to decrease the trigger threshold to 4.99%, from
15%, as the amount of the Company’s outstanding Common Stock that a person must
beneficially own before being deemed to be an “Acquiring Person” under the
Rights Agreement. The 2008 Amendment is intended to protect the Company’s
ability to carry forward its net operating losses (the “NOLs”), which the
Company believes are a substantial asset. The Board determined that this
amendment would be in the best interests of the Company and its stockholders,
because it will assist in limiting the number of 5% or more owners and thus
reduce the risk of a possible “change of ownership” under Section 382 of the
Internal Revenue Code of 1986 as amended (the “Code”). Any such “change of
ownership” under these rules would limit or eliminate the ability of the Company
to use its existing NOLs for federal income tax purposes. However, there
is no
guaranty that the objective of preserving the value of the NOLs will be
achieved. The Rights Agreement imposes a significant penalty upon any person
or
group that acquires 4.9% or more of the Company’s then-outstanding Common Stock
without the prior approval of the Company’s Board. Stockholders who own 4.9% or
more of the Company’s then-outstanding Common Stock as of the close of business
on February 11, 2008, will not trigger the Rights Agreement so long as they
do
not increase their ownership of the Company’s Common Stock. Moreover, the
Company’s Board may exempt any person or group that owns 4.9% or more of the
Company’s Common Stock. A person or group that acquires a percentage of the
Company’s Common Stock in excess of the applicable threshold is called an
“Acquiring Person.” Any rights held by an Acquiring Person are void and may not
be exercised. The Rights are not exercisable until the Distribution Date
and
will expire at such time the Company’s Board determines that the NOLs are fully
utilized or no longer available under Section 382 of the Code or the Rights
are
earlier redeemed or exchanged by the Company as described
below.
Initially,
the
Rights will be attached to all Common Stock certificates representing shares
then outstanding, and no separate Rights certificates will be distributed.
Subject to certain exceptions specified in the Rights Agreement, the Rights
will
separate from the Common Stock and a Distribution Date will occur upon the
earlier of (i) 10 days following a public announcement that a person or group
of
affiliated or associated persons has become an Acquiring Person (the “Stock
Acquisition Date”), other than as a result of repurchases of stock by the
Company or certain inadvertent actions by institutional or certain other
stockholders or (ii) 10 business days (or such later date as the Board shall
determine) following the commencement of a tender offer or exchange offer that
would result in a person or group becoming an Acquiring Person. Until the
Distribution Date, (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 or transfer of any certificates for Common Stock outstanding
will also constitute the transfer of the Rights associated with the Common
Stock
represented by such certificate. Pursuant to the Rights Agreement, the Company
reserves the right to require prior to the occurrence of a Triggering Event
(as
defined below) that, upon any exercise of Rights, a number of Rights be
exercised so that only whole shares of Series A Preferred Stock will be
issued.
If
there is a Distribution Date, Rights Certificates will be mailed to holders
of
record of the Common Stock as of the close of business on the Distribution
Date,
and thereafter the separate Rights certificates alone will represent the Rights.
Except as otherwise determined by the Board, only shares of Common Stock issued
prior to the Distribution Date will be issued with Rights.
In
the event that a person becomes an Acquiring Person, except as otherwise
provided in the Rights Agreement or pursuant to an offer for all outstanding
shares of Common Stock which the independent directors determine to be fair
and
not inadequate to and to otherwise be in the best interests of the Company
and
its stockholders, after receiving advice from one or more investment banking
firms (a “Qualified Offer”), each holder of a Right will thereafter have the
right to receive, upon exercise, Common Stock (or, in certain circumstances,
cash, property or other securities of the Company) having a value equal to
two
times the exercise price of the Right. Notwithstanding any of the foregoing,
following the occurrence of the event set forth in this paragraph, all Rights
that are, or (under certain circumstances specified in the Rights Agreement)
were, beneficially owned by any Acquiring Person will be null and void. However,
Rights are not exercisable following the occurrence of the event set forth
above
until such time as the Rights are no longer redeemable by the Company as set
forth below.
For
example, at an
exercise price of $15 per Right, each Right not owned by an Acquiring Person
(or
by certain related parties) following an event set forth in the preceding
paragraph would entitle its holder to purchase $30 worth of Common Stock (or
other consideration, as noted above) for $15. Assuming that the Common Stock
had
a per share value of $1 at such time, the holder of each valid Right would
be
entitled to purchase 30 shares of Common Stock for $15.
In
the event that, at any time following the Stock Acquisition Date, (i) the
Company engages in a merger or other business combination transaction in which
the Company is not the surviving corporation (other than with an entity which
acquired the shares pursuant to a Qualified Offer), (ii) the Company engages
in
a merger or other business combination transaction in which the Company is
the
surviving corporation and the Common Stock of the Company is changed or
exchanged or (iii) 50% or more of the Company’s assets, cash flow or earning
power is sold or transferred, each holder of a Right (except Rights which have
previously been voided as set forth above) shall thereafter have the right
to
receive, upon exercise, common stock of the acquiring company having a value
equal to two times the exercise price of the Right. The events set forth in
this
paragraph and in the second preceding paragraph are referred to as the
“Triggering Events.”
At
any time after a person becomes an Acquiring Person and prior to the acquisition
by such person or group of fifty percent (50%) or more of the outstanding Common
Stock, the Board 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 share of Common Stock, or one one-thousandth of a share of Series A
Preferred Stock (or of a share of a class or series of the Company’s preferred
stock having equivalent rights, preferences and privileges), per Right (subject
to adjustment).
At
any time until 10 days following the Stock Acquisition Date, the Company may
redeem the Rights in whole, but not in part, at a price of $.01 per Right
(payable in cash, Common Stock or other consideration deemed appropriate by
the
Board). Immediately upon the action of the Board ordering redemption of the
Rights, the Rights will terminate and the only right of the holders of Rights
will be to receive the $.01 per Right redemption price.
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. While the distribution of the Rights will not be taxable to
stockholders or to the Company, stockholders may, depending upon the
circumstances, recognize taxable income in the event that the Rights become
exercisable for Common Stock (or other consideration) of the Company or for
common stock of the acquiring company or in the event of the redemption of
the
Rights as set forth above.
Any
of the
provisions of the Rights Agreement may be amended by the Board prior to the
Distribution Date. After the Distribution Date, the provisions of the Rights
Agreement may be amended by the Board in order to cure any ambiguity, to make
changes which do not adversely affect the interests of holders of Rights or
to
shorten or lengthen any time period under the Rights Agreement. The foregoing
notwithstanding, no amendment may be made at such time as the Rights are not
redeemable.
The
form of Rights
Agreement including the 2001 Amendment, the 2002 Amendment, the 2003 Amendment,
the 2004 Amendment and the 2008 Amendment specifying the terms of the Rights
(including as exhibits the form of Certificate of Designation, Rights
Certificate and the Summary of Rights) are incorporated herein by reference
as
exhibits hereto. 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.
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1
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Rights
Agreement, dated as of June 1, 2001, between Net Perceptions, Inc.
and
Wells Fargo Bank Minnesota, N.A., as Rights Agent, including the
form of
the Certificate of Designation, Preferences and Rights setting forth
the
terms of the Series A Junior Participating Preferred Stock, par value
$.0001 per share, as Exhibit A, the form of Rights Certificates as
Exhibit
B and the Summary of Rights to Purchase Preferred Stock as Exhibit
C.
Pursuant to the Rights Agreement, printed Rights Certificates will
not be
mailed until after the Distribution Date (as such term is defined
in the
Rights Agreement) (incorporated by reference to Exhibit 1 to the
Registrant’s Registration Statement on Form 8-A filed with the Securities
and Exchange Commission on June 6, 2001).
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2
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Amendment
No.
1 to Rights Agreement, dated December 22, 2003, between Net Perceptions,
Inc. and Wells Fargo Bank Minnesota, N.A., as Rights Agent (incorporated
by reference to Exhibit 2 to Amendment No. 1 to the Registrant's
Registration Statement on Form 8-A/A filed with the Securities and
Exchange Commission on December 24, 2003).
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3
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Amendment
No.
2 to Rights Agreement, dated April 21, 2004, between Net Perceptions,
Inc.
and Wells Fargo Bank Minnesota, N.A., as Rights Agent (incorporated
by
reference to Exhibit 3 to Amendment No. 2 to the Registrant's Registration
Statement on Form 8-A/A filed with the Securities and Exchange Commission
on April 22, 2004).
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4
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Amendment
No.
3 to Rights Agreement, dated September 22, 2006, between Net Perceptions,
Inc. and Wells Fargo Bank, N.A., as Rights Agent (incorporated by
reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K
filed with the Securities and Exchange Commission on September 28,
2006).
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5
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Amendment
No.
4 to Rights Agreement, dated February 11, 2008, between Stamford
Industrial Group, Inc. and American Stock Transfer & Trust Company, as
Rights Agent (incorporated by reference to Exhibit 4.1 to the Registrant’s
Current Report on Form 8-K filed with the Securities and
Exchange Commission on February 12,
2008).
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SIGNATURES
Pursuant
to the
requirements of Section 12 of the Securities Exchange Act of 1934, the Company
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
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STAMFORD
INDUSTRIAL GROUP, INC.
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Dated:
February 11, 2008
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By:
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/s/
Jonathan LaBarre
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Name:
Jonathan
LaBarre
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Title:
Chief
Financial Officer
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