Attached files
file | filename |
---|---|
EX-4.1 - EX-4.1 - BREEZE-EASTERN CORP | y92062exv4w1.htm |
EX-3.1 - EX-3.1 - BREEZE-EASTERN CORP | y92062exv3w1.htm |
EX-99.1 - EX-99.1 - BREEZE-EASTERN CORP | y92062exv99w1.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 18, 2011
Breeze-Eastern Corporation
(Exact Name of Small Business Issuer as Specified in Its Charter)
Delaware State or Other Jurisdiction of Incorporation of Organization) |
001-07872 (Commission File Number) |
95-4062211 (IRS Employer Identification Number) |
35 Melanie Lane Whippany, New Jersey (Address of Principal Executive Offices) |
07981 (Zip Code) |
Registrants telephone number, including area code: (908) 688-2440
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Table of Contents
Item 1.01. Entry into a Material Definitive Agreement.
The information contained in Item 3.03 below regarding the Rights Agreement (as defined below)
is incorporated by reference into this Item 1.01.
Item 3.03. Material Modification to Rights of Security Holders.
On July 18, 2011, pursuant to a rights agreement dated as of July 19, 2011 effective as of July 18, 2011 (the Rights
Agreement) between Breeze-Eastern Corporation (the Company) and Computershare Trust
Company, N.A., as rights agent, the board of directors of the Company (the Board)
authorized and declared a dividend distribution of one right (individually, a Right and,
collectively, the Rights) for each outstanding share of common stock, par value $0.01 per
share (the Common Stock). The dividend is payable to the Companys stockholders of record
as of the close of business on August 1, 2011 (the Record Date). Each Right entitles the
registered holder to purchase from the Company one one-thousandth of a share of Series A Junior
Participating Preferred Stock, par value $0.01 per share (the Preferred Stock), at a
price of $14.00 per share, subject to adjustment (the Purchase Price).
Under the Rights Agreement, the Rights will be evidenced by the certificates evidencing
Common Shares or book-entries representing uncertificated shares until the date (the
Distribution Date) that is the earlier to occur of: (i) the close of business on the date
that is ten business days after the first date (the Stock Acquisition Date) of public
announcement that a person (other than the Company, a subsidiary or employee benefit or stock
ownership plan of the Company or any of its affiliates or associates, or an Exempted Person, as
defined below), together with its affiliates or associates, has acquired beneficial ownership of
10% or more of the outstanding Common Shares (any such person being hereinafter called an
Acquiring Person) or (ii) the close of business on the date specified by the Board
following the commencement or first public disclosure of a tender offer or exchange offer by any
person (other than the Company, a subsidiary or employee benefit or stock ownership plan of the
Company or any of its affiliates or associates), whether such commencement or first public
disclosure occurs before or after the date of the Rights Agreement, the consummation of which would
result in beneficial ownership by such person of 10% or more of the outstanding Common Shares. An
Exempted Person means each person that beneficially owns as of the date of the Rights
Agreement 10% or more of the outstanding Common Shares, except that each such person will be
considered an Exempted Person only if and so long as the Common Shares that are beneficially owned
by such person do not exceed the number of Common Shares which are beneficially owned by such
person on the date of the Rights Agreement.
The Rights Agreement provides that, until the Distribution Date, the Rights may be transferred
with and only with the Common Shares. Until the Distribution Date (or earlier redemption or
expiration of the Rights), any certificate or, in the case of uncertificated shares, any initial
transaction statement or subsequent period statement evidencing the transfer or new issuance of the
Common Shares 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 evidencing Common Shares or the registration of transfer of ownership of Common
Shares in the share register of the Company will also constitute the transfer of the Rights
associated with such certificates. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ( Right Certificates) will be mailed to holders of
record of Common Shares as of the close of business on the Distribution Date and such separate
Right Certificates alone will evidence the Rights. No Right is exercisable at any time prior to the
Distribution Date. The Rights will expire on the earliest
Table of Contents
of (i) July 18, 2014 or (ii) the first anniversary of the Record Date if the Rights Agreement
has yet to be approved by the stockholders of the Company unless earlier redeemed, exchanged or
amended by the Company as described below. Until a Right is exercised, the holder thereof, as such,
will have no rights as a stockholder of the Company, including the right to vote or to receive
dividends.
The Purchase Price payable, and the number of shares of Preferred Stock or other securities
issuable, upon exercise of the Rights will be subject to adjustment from time to time to prevent
dilution in the event of a stock dividend on, or a subdivision, combination or reclassification of,
the Preferred Stock. The number of outstanding Rights and the number of one one-thousandths of the
Preferred Stock issuable upon exercise of each Right will be subject to adjustment in the event of
a stock dividend on the Common Shares payable in Common Shares or a subdivision, combination or
reclassification of Common Stock occurring, in any such case, prior to the Distribution Date.
The Preferred Stock issuable upon exercise of the Rights will have the rights and preferences
set forth in the Certificate of Designation of Series A Junior Participating Preferred Stock filed
with the Secretary of State of the State of Delaware on July 19, 2011. The Preferred Stock will
not be redeemable. If issued, each outstanding Preferred Share will be entitled, in connection with
the declaration of a dividend on the Common Shares, to a preferential dividend payment equal to the
greater of (i) $1.00 per share and (ii) an amount equal to 1,000 times the related dividend
declared per Common Stock. Subject to customary anti-dilution provisions, in the event of
liquidation, the holders of Preferred Shares will be entitled to a preferential liquidation payment
equal to the greater of (a) $100 per share and (b) an amount equal to 1,000 times the liquidation
payment made per Common Stock. Because of the nature of the Preferred Shares dividend, voting and
liquidation rights, the value of the one one-thousandth interest in a Preferred Share purchasable
upon exercise of a Right should approximate the value of one share of Common Stock.
Rights will be exercisable to purchase shares of Preferred Stock only after the Distribution
Date occurs and prior to the occurrence of a Flip-in Event as described below. A Distribution Date
resulting from the commencement of a tender offer or exchange offer described in clause (ii) of the
second paragraph of this summary could precede the occurrence of a Flip-in Event and thus result in
the Rights being exercisable to purchase Preferred Shares. A Distribution Date resulting from any
occurrence described in clause (i) of the second paragraph of this summary would necessarily follow
the occurrence of a Flip-in Event and thus result in the Rights being exercisable to purchase
Common Shares or other securities as described below.
Under the Rights Agreement, in the event (a Flip-in Event) that (i) any person
becomes an Acquiring Person, (ii) any Acquiring Person or any affiliate or associate of such person
merges into or combines with the Company and the Company is the surviving corporation, (iii) any
Acquiring Person or any affiliate or associate of such person effects certain other transactions
with the Company, or (iv) during such time as there is an Acquiring Person the Company effects
certain transactions, in each case as described in the Rights Agreement, then, in each such case,
proper provision will be made so that from and after the occurrence of such event, each holder of a
Right, other than Rights that are or were owned beneficially by an Acquiring Person or any
affiliate or associate of such person (which, from and after the date of a Flip-in Event, will be
null and void), will have the right to purchase that number of shares of common stock of the
Company obtained by multiplying the then Purchase Price by the then number of one-one thousandths
of a share of Preferred Stock and dividing the product by 75% of the market price per share on such
date.
Table of Contents
In the event (a Flip-over Event) that, at any time after a person has become an
Acquiring Person, (i) the Company merges with or into any person and the Company is not the
surviving corporation, (ii) any person merges with or into the Company and the Company is the
surviving corporation, but all or part of the Common Shares are changed or exchanged for stock or
other securities of any other person or cash or any other property, or (iii) 50% or more of the
Companys assets or earning power, including securities creating obligations of the Company, are
sold, in each case as described in the Rights Agreement, then, and in each such case, proper
provision will be made so that each holder of a Right, other than Rights which have become void,
will have the right to purchase that number of shares of common stock of the surviving corporation
obtained by multiplying the then Purchase Price by the then number of one-one thousandths of a
share of Preferred Stock and dividing the product by 75% of the market price per share on such
date...
From and after the Distribution Date, Rights (other than any Rights that have become null and
void) will be exercisable as described above, upon payment of the aggregate exercise price in cash.
In addition, at any time after the earlier of the Share Acquisition Date and the Distribution Date
and prior to the acquisition by any person or group of affiliated or associated persons of 50% or
more of the outstanding Common Shares, the Company may exchange the Rights (other than any Rights
that have become null and void), in whole or in part, at an exchange ratio of one Common Share per
Right (subject to adjustment).
The Company may, at its option, redeem the Rights in whole, but not in part, at a price of
$0.01 per Right, subject to adjustment (the Redemption Price), at any time prior to the
earlier of (i) the close of business on the Share Acquisition Date and (ii) the close of business
on the Expiration Date. 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.
Prior to the time at which the Rights cease to be redeemable, the Rights Agreement may be
amended by the Company without the approval of any holders of Rights Certificates, including
amendments that increase or decrease the Purchase Price, that add other events requiring adjustment
to the Purchase Price payable and the number of the Preferred Shares or other securities issuable
upon the exercise of the Rights or that modify procedures relating to the redemption of the Rights.
The Board will have the exclusive power and authority to administer the Rights Agreement and
to exercise all rights and powers specifically granted to the Board or to the Company therein, or
as may be necessary or advisable in the administration of the Rights Agreement, including without
limitation the right and power to interpret the provisions of the Rights Agreement and to make all
determinations deemed necessary or advisable for the administration of the Rights Agreement
(including any determination to redeem or not redeem the Rights or to amend or not amend the Rights
Agreement). All such actions, calculations, interpretations and determinations (including any
omission with respect to any of the foregoing) which are done or made by the Board in good faith
will be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights
and all other parties and will not subject the Board to any liability to any person, including
without limitation the Rights Agent and the holders of the Rights.
A copy of the Rights Agreement is attached as Exhibit 4.1 hereto and is incorporated by
reference herein. A copy of the Rights Agreement is available free of charge from the Company. This
summary description of the Rights is as of the Record Date, does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement.
Table of Contents
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On July 19, 2011, the Company filed a Certificate of Designation or Rights, Preferences and
Privileges of Series A Preferred Stock (the Certificate of Designation) with the Secretary of
State of the State of Delaware. See the description in Item 3.03 of this Current Report in Form 8-K
for a more complete description of the rights and preferences of the Series A Preferred Stock. A
copy of the Certificate of Designation is attached as Exhibit 3.1 to this Current Report on Form
8-K and is incorporated herein by reference.
Item 8.01. Other Events.
On July 19, 2011, the Company issued a press release announcing the adoption of the Rights
Agreement, a copy of which is attached as Exhibit 99.1 hereto and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is furnished with this Current Report on Form 8-K:
No. | Description | |
3.1
|
Certificate of Designation, Rights, Preferences of Series A Preferred Stock | |
4.1
|
Rights Agreement, dated as of July 14, 2011 effective as of July 18, 2011 between Breeze-Eastern Corporation and Computershare Trust Company, N.A. | |
99.1
|
Press Release of Breeze-Eastern Corporation dated July 19, 2011 |
Table of Contents
SIGNATURES
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 hereunto duly authorized.
BREEZE-EASTERN CORPORATION |
||||
Dated: July 19, 2011 | /s/ Mark D. Mishler | |||
Mark D. Mishler | ||||
Senior Vice President, Chief Financial Officer, Treasurer and Secretary |
||||