SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
Capstone Turbine Corporation
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(Exact Name of Registrant as Specified in its Charter)
Delaware 95-4180883
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(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
21211 Nordhoff Street
Chatsworth, California 91311
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration If this form relates to the registration
of a class of securities pursuant to of a class of securities pursuant to
Section 12(b) of the Exchange Act and is Section 12(g) of the Exchange Act and is
effective pursuant to General Instruction pursuant to General Instruction A.(d),
A.(c), please check the following box. [ ] please check the following box. [X]
Securities Act registration statement file number to which this form relates:
N/A
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 N/A
Securities to be registered pursuant to Section 12(g) of the Act:
Series A Junior Participating Preferred Stock Purchase Rights
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(Title of Class)
Item 1 Description of Registrant's Securities to be Registered
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On July 5, 2005, the Board of Directors of Capstone Turbine Corporation, (the
"Company") approved a stockholder rights plan, pursuant to which the Company
entered into a Rights Agreement dated July 7, 2005 (the "Rights Agreement")
with Mellon Investor Services LLC, as Rights Agent. In connection with the
Rights Agreement, the Board of Directors of the Company authorized a dividend
distribution of one Right (each, a "Right") for each authorized and
outstanding share of common stock, par value $0.001 per share (the "Common
Stock"), of the Company to stockholders of record at the close of business on
July 18, 2005 (the "Record Date"). Each Right entitles the registered holder
to purchase from the Company a unit consisting of one one-hundredth of a share
(a "Unit") of Series A Junior Participating Preferred Stock, par value $0.001
per share (the "Series A Preferred Stock"), at a Purchase Price of $10.00 per
Unit, subject to adjustment. The description and terms of the Rights are set
forth in the Rights Agreement.
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 (an
"Acquiring Person") has acquired, or obtained the right to acquire, beneficial
ownership of 15% or more of the outstanding shares of Common Stock (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 days (or such later date as the Board shall
determine) following the commencement of a tender offer or exchange offer
(other than a Permitted Offer, as defined below) that would result in a person
or group beneficially owning 15% or more of the outstanding shares of Common
Stock.
Until the Distribution Date, (i) the Rights will be represented 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 A Preferred
Stock will be issued.
The Rights are not exercisable until the Distribution Date and will expire at
5:00 P.M. (California time) on July 18, 2015, unless such date is extended or
the Rights are earlier redeemed or exchanged by the Company as described below
(including by virtue of the "sunset provision," described below).
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,
only shares of Common Stock issued prior to the Distribution Date will be
issued with Rights.
In the event that any person or any group of affiliated or associated persons
becomes an Acquiring Person, except pursuant to an offer for all outstanding
shares of Common Stock which the independent directors determine to be fair
to, and otherwise in the best interests of, the Company and its stockholders,
after receiving advice from one or more investment banking firms (a "Permitted
Offer"), each holder of a Right will thereafter have the right to receive,
upon exercise, in lieu of the fractional shares of Series A Preferred Stock,
that number of shares of 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 or
exchangeable by the Company as set forth below.
For example, at an exercise price of $10.00 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 $20.00
worth of Common Stock (or other consideration, as noted above) for $10.00.
Assuming that the Common Stock had a per share value of $1.00 at such time,
the holder of each valid Right would be entitled to purchase twenty shares of
Common Stock for $10.00.
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 Permitted 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 until ten days following the Stock Acquisition Date, the Company
may redeem the Rights in whole, but not in part, at a price of $0.0001 per
Right (payable in cash, Common Stock or other consideration deemed appropriate
by the Board). Immediately upon the action of the Board authorizing redemption
of the Rights, the Rights will terminate and the holders of Rights will be
entitled only to receive the $0.0001 redemption price.
Pursuant to the "sunset provision" contained in the Rights Agreement,
continuation of the Rights Agreement will be put to a vote of the Company's
stockholders at the Company's 2008 annual meeting of stockholders. If the
majority of the shares of Common Stock outstanding and entitled to vote at
that time are not voted in favor of continuation of the Rights Agreement, the
Rights will automatically terminate and the holders of Rights will be entitled
only to receive the $0.0001 redemption price.
At any time after a person or group of affiliated or associated persons
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
Company 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-hundredth 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).
Until a Right is exercised or exchanged, 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.
No fractional shares of Series A Preferred Stock (other than fractions that
are integral multiples of one one-hundredth of a share) will be issued, and in
lieu thereof, cash will be paid in accordance with the Rights Agreement.
Series A Preferred Stock purchasable upon exercise of the Rights will not be
redeemable. Each share of Series A Preferred Stock shall be entitled to
receive, when, as and if declared by the Board, dividends payable in cash in
an amount per share (rounded to the nearest cent) equal to 100 times the
aggregate per share amount of dividends declared on the Common Stock of the
Company. In the event of any liquidation, dissolution or winding up of the
Company, the holders of shares of Series A Preferred Stock shall have the
right to receive an amount equal to $1.00 per share of Series A Preferred
Stock, plus an amount equal to accrued and unpaid dividends and distributions
thereon, whether or not declared, to the date of such payment. Each share of
Series A Preferred Stock will have 100 votes on all matters submitted to a
vote of the stockholders of the Company. In the event of any merger,
consolidation or other transaction in which Common Stock is changed or
exchanged, each share of Series A Preferred Stock will be entitled to receive
100 times the amount received per share of Common Stock. Because of the nature
of the Series A Preferred Stock's dividend, liquidation and voting rights, the
value of one one-hundredth of a share of Series A Preferred Stock purchasable
upon exercise of each Right should approximate the value of one share of
Common Stock.
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 Rights are intended to protect the stockholders of the Company in the
event of an unfair or coercive offer to acquire the Company and to provide the
Board with adequate time to evaluate unsolicited offers. The Rights may have
anti-takeover effects. The Rights will cause substantial dilution to a person
or group that attempts to acquire the Company without conditioning the offer
on a substantial number of Rights being acquired. The Rights, however, should
not affect any prospective offeror willing to make an offer at a fair price
and otherwise in the best interests of the Company and its stockholders, as
determined by the Board. The Rights should also not interfere with any merger
or other business combination approved by the Board.
A copy of the Rights Agreement has been filed with the Securities and Exchange
Commission as an Exhibit to a Current Report on Form 8-K dated July 7, 2005. A
copy of the Rights Agreement is available free of charge from the Company.
This summary 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.
Item 2 Exhibits
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Exhibit No. Description
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3.1 Certificate of Designation of Series A Junior
Participating Preferred Stock (Filed as Exhibit 3.1 to
the Company's Current Report on Form 8-K filed on July 8,
2005).
4.1 Rights Agreement dated July 7, 2005 by and between
Capstone Turbine Corporation and Mellon Investor Services
LLC, as Rights Agent (Filed as Exhibit 4.1 to the
Company's Current Report on Form 8-K filed on July 8,
2005).
SIGNATURE
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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, thereunto duly authorized.
Date: July 8, 2005
CAPSTONE TURBINE CORPORATION
By: /s/ John Tucker
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John Tucker
Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
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3.1 Certificate of Designation of Series A Junior
Participating Preferred Stock (Filed as Exhibit 3.1 to
the Company's Current Report on Form 8-K filed on July 8,
2005).
4.1 Rights Agreement dated July 7, 2005 by and between
Capstone Turbine Corporation and Mellon Investor Services
LLC, as Rights Agent (Filed as Exhibit 4.1 to the
Company's Current Report on Form 8-K filed on July 8,
2005).