FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NAUTICA ENTERPRISES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 95-2431048
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(State or other incorporation (I.R.S. Employer
or organization) Identification No.)
40 West 57th Street
New York, New York 10019
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(Address of principal (Zip Code)
executive offices)
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
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None
If the 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. / /
If the 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) N/A
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
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(Title of Class)
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
On November 2, 2001, the Board of Directors of Nautica Enterprises,
Inc. (the "Company") declared a dividend distribution of one Right for each
outstanding share of Common Stock, par value $.10 per share, of the Company (the
"Common Shares") to stockholders of record on November 12, 2001 (the "Record
Date"). Each Right entitles the registered holder to purchase from the Company a
unit ("Unit") consisting of one one-hundredth of a share of Series A Junior
Participating Preferred Stock, par value $.01 per share, of the Company (the
"Preferred Shares"), at a price of $60 per Unit (the "Purchase Price"), subject
to adjustment. The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement") between the Company and Mellon Investor
Services LLC, as Rights Agent.
Initially, the Rights will be attached to all Common Share
certificates representing Common Shares then outstanding, and no separate Right
certificates will be distributed. Until the earlier to occur of (i) 10 days
following a public announcement that a person or group of affiliated or
associated persons (other than Harvey Sanders, Chairman of the Board, Chief
Executive Officer and President of the Company, and his affiliates and
associates) has acquired, or obtained the right to acquire, beneficial ownership
of 15% or more of the outstanding Common Shares (an "Acquiring Person"), or (ii)
10 business days (or such later day as may be determined by action of the Board
of Directors prior to such time as any person or group becomes an Acquiring
Person) following the commencement of a tender offer or exchange offer if, upon
consummation thereof, any person or group would be an Acquiring Person (the
earlier of such dates being called the "Distribution Date"), the Rights will be
evidenced, with respect to any of the Common Share certificates outstanding as
of the Record Date, by such certificate together with a copy of this Summary of
Rights. The date of announcement of the existence of an Acquiring Person
referred to in clause (i) above is hereinafter referred to as the "Share
Acquisition Date."
The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with and only with the Common Share certificates.
Until the Distribution Date (or earlier redemption, exchange or expiration of
the Rights), new Common Share certificates issued after the Record Date upon
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, exchange or expiration of the Rights), the surrender for
transfer of any certificates for Common Shares outstanding as of the Record
Date, with or without a copy of the Summary of Rights attached thereto, will
also constitute the transfer of the Rights associated with the Common Shares
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 Shares on the
Distribution Date and, thereafter, such separate Right Certificates alone will
evidence the Rights.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on November 12, 2011, unless earlier redeemed or
exchanged by the Company as described below.
In the event that any person or group of affiliated or associated
persons becomes an Acquiring Person, the Rights Agreement provides that proper
provision shall be made so that each holder of a Right, except as provided
below, shall thereafter have the right to receive, upon exercise, Common Shares
(or, in certain circumstances, Common Stock Equivalents (as such term is defined
in the Rights Agreement)) having a value equal to two (2) times the exercise
price of the Right. Upon the occurrence of any event described in the preceding
sentence, any Rights beneficially owned by (i) an Acquiring Person or an
Associate or Affiliate (as such terms are defined in the Rights Agreement) of an
Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such
Associate or Affiliate) who becomes a transferee after the Acquiring Person
becomes such, or (iii) a transferee of an Acquiring Person (or of any such
Associate or Affiliate) who becomes a transferee prior to or concurrently with
the Acquiring Person becoming such and receives such Rights pursuant to either
(A) a transfer (whether or not for consideration) from the Acquiring Person to
holders of equity interests in such Acquiring Person or to any person with whom
the Acquiring Person has any continuing agreement, arrangement or understanding
regarding the transferred Rights or (B) a transfer which the Board of Directors
of the Company has determined is part of a plan, agreement, arrangement or
understanding which has as a primary purpose or effect the avoidance of the
Rights Agreement, shall become null and void without any further action and no
holder of such Rights shall have any rights whatsoever with respect to such
Rights, whether under any provision of the Rights Agreement or otherwise.
At any time after the occurrence of the event described in the first
sentence of the preceding paragraph (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 Board of Directors of the Company may exchange the Rights
(except Rights which previously have been voided as described above), in whole,
but not in part, at an exchange ratio of one Common Share (or, in certain
circumstances, one Common Stock Equivalent) per Right.
In the event that, at any time after any person or group of
affiliated or associated persons becomes an Acquiring Person, (i) the Company
engages in a merger or other business combination transaction in which the
Company is not the surviving corporation, (ii) the Company engages in a merger
or other business combination transaction with another person in which the
Company is the surviving corporation, but in which its Common Shares are changed
or exchanged, or (iii) more than 50% of the Company's assets or earning power is
sold or transferred, the Rights Agreement provides that proper provision shall
be made so that each holder of a Right (except Rights which previously have been
voided as described above) shall thereafter have the right to receive, upon the
exercise thereof at the then current exercise price of the Right, common stock
of the acquiring company having a value equal to two (2) times the exercise
price of the Right.
The Purchase Price payable, and the number of Units of Preferred
Shares or other securities 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
Shares, (ii) upon the grant to holders of the Preferred Shares of certain
rights, options or warrants to subscribe for Preferred Shares or convertible
securities at less than the current market price of the Preferred Shares, or
(iii) upon the distribution to holders of the Preferred Shares of evidences of
indebtedness, stock (other than a dividend payable in Preferred Shares), assets
or cash (excluding regular quarterly cash dividends) or of subscription rights,
options or warrants (other than those referred to above). Such terms are also
subject to adjustment in the event of a stock split of the Common Shares or a
stock dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.
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 Units will be issued and, in lieu thereof, an
adjustment in cash will be made as provided in the Rights Agreement.
At any time prior to such time as any person or group of affiliated
or associated persons becomes an Acquiring Person, the Board of Directors may
redeem the Rights in whole, but not in part, at a price of $.01 per Right,
subject to adjustment (the "Redemption Price"). Immediately upon the action of
the Board of Directors of the Company ordering the redemption of the Rights (or
at such later time as the Board of Directors may establish for the effectiveness
of such redemption), the Rights will terminate and the only right of the holders
of Rights will be to receive the 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.
The terms of the Rights may be amended by the Company and the Rights
Agent, provided that following the Share Acquisition Date the amendment does not
materially adversely affect the interests of holders of Rights (other than an
Acquiring Person) and provided that no amendment shall be made which decreases
the Redemption Price.
As of October 31, 2001 there were 33,174,490 Common Shares issued
and outstanding. Stockholders of record on November 12, 2001 will receive one
Right for each Common Share held. As long as the Rights are attached to the
Common Shares, the Company will issue one Right with each new Common Share. The
Company's Board of Directors has reserved for issuance upon exercise of the
Rights 400,000 Preferred Shares.
The Rights have certain antitakeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by its 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 at a time when the Rights are redeemable.
The Rights Agreement, specifying the terms of the Rights (which
includes as Exhibit B the form of Right Certificate), 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.
Item 7. EXHIBITS.
1 Rights Agreement, dated as of November 2, 2001, between Nautica
Enterprises, Inc. and Mellon Investor Services LLC, as Rights Agent, which
includes the Certificate of Designations of Series A Junior Participating
Preferred Stock as Exhibit A, form of Right Certificate as Exhibit B and
the Summary of Rights to Purchase Preferred Stock as Exhibit C. Pursuant
to the Rights Agreement, printed Right Certificates will not be mailed
until as soon as practicable after the Distribution Date.
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.
Dated: November 8, 2001
NAUTICA ENTERPRISES, INC.
By: /S/ WAYNE A. MARINO
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Name: Wayne A. Marino
Title: Senior Vice President &
Chief Financial Officer
INDEX TO EXHIBITS
EXHIBIT PAGE
1 Rights Agreement, dated as of November 2, 2001 8
between Nautica Enterprises, Inc. and Mellon
Investor Services LLC, as Rights Agent, which
includes the Certificate of Designations of Series A
Junior Participating Preferred Stock as Exhibit A,
form of Right Certificate as Exhibit B and the
Summary of Rights to Purchase Preferred Stock as
Exhibit C.