UNITED STATES
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
Date of Report (Date of earliest event reported): July 20, 2005
PARK ELECTROCHEMICAL CORP.
(Exact name of registrant as specified in its charter)
New York 1-9114 11-1734643
(State or other jurisdiction of (Commission File (I.R.S. Employer
Incorporation) Number) Identification No.)
48 South Service Road
Melville, New York 11042
(Address of principal executive offices)
(631) 465-3600
(Registrant's telephone number, including area code)
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2 (b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4 (c))
Item 1.01 - Entry into a Material Definitive Agreement
In connection with the expiration on July 12, 2005 of the Rights
Agreement, dated as of July 12, 1995, by and between Park Electrochemical
Corp. (the "Company") and Registrar & Transfer Company, as Rights Agent (the
"Existing Rights Agreement"), on July 20, 2005 the Board of Directors of the
Company approved the renewal of the rights plan. Accordingly, the Company has
entered into a new Rights Agreement with Registrar & Transfer Company, as
rights agent, dated as of July 20, 2005 (the "Rights Agreement"). In
connection with the new Rights Agreement, the Board of Directors of the
Company has declared a dividend distribution of one Right for each outstanding
share of Company Common Stock to shareholders of record at the close of
business on July 21, 2005 (the "Record Date"). Each Right shall entitle the
registered holder to purchase from the Company a unit consisting of one
one-thousandth (1/1000) of a share (a "Unit") of Series B Junior Participating
Preferred Stock, par value $1.00 per share (the "Series B Preferred Stock"),
at a purchase price of $150 per Unit, subject to adjustment. The description
and terms of the Rights are set forth in the Rights Agreement attached hereto
as Exhibit 4.1.
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 earliest to occur of (i) the tenth
business day following the date (the "Stock Acquisition Date") of the first
public announcement by the Company that any person or group (except for the
Company, any subsidiary of the Company or any employee benefit plan of the
Company or any of its subsidiaries) has become the beneficial owner of 15% or
more of the shares of Common Stock then outstanding, other than as a result of
repurchases of stock by the Company, or certain inadvertent actions by
shareholders, (ii) the tenth business day following the commencement of a
tender offer if, upon its consummation, the offeror would become the
beneficial owner of 15% or more of the shares of Common Stock then
outstanding, or (iii) a merger or other business combination transaction
involving the Company. 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 for 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 B Preferred Stock will be issued.
The Rights are not exercisable until the Distribution Date and will
expire at 5:00 P.M., New York time, on July 20, 2015, unless earlier redeemed,
exchanged, extended or terminated by the Company as described below. At no
time will the rights have any voting power.
As soon as practicable after the 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 of Directors, 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
pursuant to an offer for all outstanding shares of Common Stock which a
majority of the directors who are not officers of the Company or any of its
subsidiaries and who are not affiliates of the Acquiring Person determine,
after receiving advice from one or more investment banking firms, to be at a
price which is fair to shareholders and not inadequate and otherwise in the
best interests of the Company and its shareholders (a "Qualifying 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 $150 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 $300 worth of Common Stock (or other consideration, as noted above)
for $150. Assuming that the Common Stock had a per share value of $30 at such
time, the holder of each valid Right would be entitled to purchase 10 shares
of Common Stock for $150.
In the event that (i) the Company is acquired in a merger (other than
a "clean-up" merger which follows a Qualifying Offer) or other business
combination transaction (x) in which the Company is not the surviving entity,
or (y) in which the Company is the surviving entity and the Common Stock is
changed or exchanged or the Common Stock remains outstanding but constitutes
less than 50% of the shares outstanding immediately following the merger, or
(ii) 50% or more of the Company's assets, earning power or cash flow 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 of Directors 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 (1/1000) of a share of 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 the ten (10) business 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 of Directors). Immediately upon
the action of the Board of Directors ordering redemption of the Rights, the
Rights will terminate and the only right of the holders of Rights will be to
receive the $.01 redemption price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder 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 shareholders or to the Company, shareholders 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 of Directors of the Company 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.
Item 3.03 - Material Modification to Rights of Security Holders.
The information required by this item is included in Item 1.01.
Item 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
In connection with the renewal of the Company's Existing Rights
Agreement described in Item 1.01 above, effective July 21, 2005, the Company's
Certificate of Incorporation was amended to cancel the Series A Preferred
Stock of the Company and to set forth the relative rights, preferences and
limitations of the newly created Series B Junior Participating Preferred
Stock. The Certificate of Amendment to the Certificate of Incorporation of the
Company is attached hereto as Exhibit 3.1, and is incorporated by reference
herein.
Item 9.01 - Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
3.1 Certificate of Amendment to the Certificate of Incorporation
4.1 Rights Agreement, dated as of July 20, 2005, between Park
Electrochemical Corp. and Registrar & Transfer Company, as
Rights Agent.
99.1 Press Release, dated July 21, 2005.
SIGNATURE
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.
PARK ELECTROCHEMICAL CORP.
Date: July 21, 2005 By: /s/ Stephen E. Gilhuley
-------------------------------
Name: Stephen E. Gilhuley
Title: Senior Vice President,
Secretary and General Counsel
EXHIBIT INDEX
Exhibit No. Description
3.1 Certificate of Amendment to the Certificate of Incorporation
4.1 Rights Agreement, dated as of July 20, 2005, between Park
Electrochemical Corp. and Registrar & Transfer Company, as
Rights Agent.
99.1 Press Release, dated July 21, 2005.