UNITED STATES
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
STANDARD PACIFIC CORP.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 33-0475989
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(State of Incorporation or Organization) (IRS Employer Identification no.)
15326 Alton Parkway, Irvine, California 92618
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(Address of Principal Executive Offices) (Zip Code)
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
Rights to Purchase Series A Junior New York Stock Exchange
Participating Cumulative Preferred Stock,
par value $.01 per share Pacific Exchange
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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), please check the following box. [X]
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), please check the following box. [_]
Securities Act registration statement file number to which
this form relates: Not Applicable
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Securities to be registered pursuant to Section 12(g) of the Act:
None.
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(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
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The Board of Directors of Standard Pacific Corp. (the "Company") has
approved the adoption of a Rights Agreement effective as of December 31, 2001.
Pursuant to the Rights Agreement, the Board authorized and declared a dividend
of one preferred stock purchase right (a "Right") for each share of common
stock, par value $.01 per share, of the Company (the "Common Shares"), payable
to the holders of record of Common Shares as of the close of business on
December 31, 2001 (the "Record Date").
The Rights replace the preferred stock purchase rights previously
issued by the Company in 1991 under a prior rights agreement. The previously
issued rights expire on December 31, 2001.
A complete description of the Rights is contained in the Rights
Agreement (the "Rights Agreement"), effective as of December 31, 2001, between
the Company and EquiServe Trust Company, N.A., as Rights Agent (the "Rights
Agent"), which is being filed as Exhibit 4.1 to this Form 8-A and is
incorporated herein by reference.
1. Common Share Certificates Representing Rights
Until the Distribution Date (as defined in Section 2 below), (a) the
Rights shall not be exercisable, (b) the Rights shall be attached to and trade
only together with the Common Shares and (c) the stock certificates representing
Common Shares also shall represent the Rights attached to such Common Shares.
Common Share certificates issued after the Record Date and prior to the
Distribution Date shall contain a notation incorporating the Rights Agreement by
reference. Holders of certificates representing Common Shares issued prior to
the Record Date should keep a copy of this Summary of Rights with such
certificates. Until the Distribution Date, the surrender for transfer of any
certificates for Common Shares outstanding as of the Record Date, even without
the notation incorporating the Rights Agreement by reference or a copy of this
Summary of Rights being attached thereto, will also constitute the transfer of
the Rights.
2. Distribution Date
The "Distribution Date" is the earliest of:
(a) the tenth business day (or such later day as shall be
designated by the Board of Directors) following the date of the commencement of,
or the announcement of an intention to make, a tender offer or exchange offer,
the consummation of which would cause any person to become a 15% Stockholder (as
defined below);
(b) the tenth business day following the date of the first public
announcement that any person (other than the Company or certain related
entities) has become the beneficial
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owner of 15% or more of the Company's then outstanding voting shares (such
person is a "15% Stockholder" and the date of such public announcement is the
"15% Ownership Date"); or
(c) the first date, on or after the 15% Ownership Date, (i) upon
which the Company is acquired in a merger or other business combination in which
the Company is not the surviving corporation, or (ii) upon which the Company is
the surviving corporation in a merger or business combination in which all or
part of the outstanding Common Shares are changed into or exchanged for stock or
assets of another person, or (iii) upon which 50% or more of the Company's
consolidated assets or earning power are sold (other than in transactions in the
ordinary course of business).
In calculating the percentage of outstanding voting shares that are
beneficially owned by any person, such person shall be deemed to beneficially
own any voting shares issuable upon the exercise, exchange or conversion of any
options, warrants or other securities (other than the Rights) beneficially owned
by such person; provided, however, that such voting shares issuable upon such
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exercise shall not be deemed outstanding for the purpose of calculating the
percentage of voting shares that are beneficially owned by any other person.
Upon the close of business of the Distribution Date, the Rights shall
separate from the Common Shares, Right certificates shall be issued and the
Rights shall become exercisable to purchase Preferred Shares as described in
Section 5 below.
3. Issuance of Right Certificates
As soon as practicable following the Distribution Date, separate
certificates representing only Rights shall be mailed to the holders of record
of Common Shares at the close of business on the Distribution Date, and such
separate Right certificates alone shall represent the Rights from and after the
Distribution Date.
4. Expiration of Rights
The Rights shall expire on December 31, 2011 (the "Expiration Date"),
unless earlier redeemed or exchanged, unless prior to the Expiration Date the
Distribution Date has occurred and the Rights have separated from the Common
Shares, in which case the Rights will remain outstanding for ten years from the
date they separate.
5. Exercise of Rights
Unless the Rights have expired or been redeemed or exchanged, they may
be exercised, at the option of the holders, pursuant to paragraphs (a), (b) or
(c) below. No Right may be exercised more than once or pursuant to more than one
of such paragraphs. From and after the first event of the type described in
paragraphs (b) or (c) below, each Right that is beneficially owned by a 15%
Stockholder or that was attached to a Common Share that is subject to an option
beneficially owned by a 15% Stockholder shall be void.
(a) Right to Purchase Preferred Shares. From and after the close of
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business on a Distribution Date pursuant to Section 2(a) above, each Right shall
be exercisable to purchase one one-hundredth (1/100) of a share of Series A
Junior Participating Cumulative
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Preferred Stock, par value $.01 per share, of the Company (the "Preferred
Shares"), at an exercise price of $115.00 (One Hundred Fifteen Dollars), as the
same may be adjusted pursuant to the terms of the Rights Agreement (the
"Exercise Price"). Prior to the Distribution Date, the Company may substitute
for all or any portion of the Preferred Shares that would otherwise be issuable
upon exercise of the Rights, cash, other securities of the Company or other
property having the same aggregate value as such Preferred Shares. The Preferred
Shares are nonredeemable and, unless otherwise provided in connection with the
creation of a subsequent series of preferred stock, are subordinate to any other
series of the Company's preferred stock whether issued before or after the
issuance of the Preferred Shares. The Preferred Shares may not be issued except
upon exercise of Rights. A holder of a Preferred Share is entitled to receive
when, as and if declared, the greater of (i) cash and non-cash dividends in an
amount equal to 100 times the aggregate dividends declared on each Common Share
or (ii) a preferential annual dividend of $1.00 per Preferred Share ($.01 per
one one-hundredth (1/100) of a Preferred Share). In the event of liquidation,
the holders of Preferred Shares shall be entitled to receive a liquidation
payment in an amount equal to the greater of (1) $1.00 per Preferred Share ($.01
per one one-hundredth (1/100) of a Preferred Share), plus all accrued and unpaid
dividends and distributions on the Preferred Shares, or (2) an amount equal to
100 times the aggregate amount to be distributed per Common Share. Each
Preferred Share has one hundred (100) votes per share (one vote per one
one-hundredth (1/100) of a Preferred Share), voting together with the Common
Shares. In the event of any merger, consolidation or other transaction in which
Common Shares are exchanged, the holder of a Preferred Share shall be entitled
to receive 100 times the amount received per Common Share. The rights of the
Preferred Shares as to dividends, voting and liquidation preferences are
protected by antidilution provisions. It is anticipated that the value of one
one-hundredth (1/100) of a Preferred Share should approximate the value of one
Common Share.
(b) Right to Purchase Common Shares of the Company. From and after the
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close of business on the tenth business day following the 15% Ownership Date,
each Right (other than a Right that has become void) shall be exercisable to
purchase, at the Exercise Price (initially $115.00), Common Shares with a market
value equal to two times the Exercise Price. If the Company does not have
sufficient Common Shares available for all Rights to be exercised, the Company
shall substitute for the applicable portion of the Common Shares that would
otherwise be issuable upon the exercise of the Rights, cash, assets or other
securities (such as one-hundredths of a Preferred Share) having the same
aggregate value as such Common Shares.
(c) Right to Purchase Common Stock of a Successor Corporation. If, on or
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after the 15% Ownership Date, (i) the Company is acquired in a merger or other
business combination in which the Company is not the surviving corporation, (ii)
the Company is the surviving corporation in a merger or other business
combination in which all or part of the outstanding Common Shares are changed
into or exchanged for stock or assets of another person or (iii) 50% or more of
the Company's consolidated assets or earning power are sold (other than in
transactions in the ordinary course of business), then each Right (other than a
Right that has become void) shall thereafter be exercisable to purchase, at the
Exercise Price (initially $115.00), shares of common stock of the surviving
corporation, other persons issuing stock or assets, or the purchaser,
respectively (the "Surviving Person"), with an aggregate market value equal to
two times the Exercise Price.
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6. Adjustments to Prevent Dilution
The Exercise Price, the Redemption Price (as defined below), the number of
outstanding Rights and the number of Preferred Shares or Common Shares issuable
upon exercise of the Rights are subject to adjustment from time to time in order
to prevent dilution.
7. Cash Paid Instead of Issuing Fractional Securities
The Company shall not be obligated to issue any fractional securities upon
exercise of a Right (other than fractions of Preferred Shares that are integral
multiples of one one-hundredth of a Preferred Share and that may, at the
election of the Company, be evidenced by depositary receipts) and in lieu
thereof, an adjustment in cash may be made based on the market price of such
securities on the last trading date prior to the date of exercise.
8. Redemption
At any time prior to the earliest of (a) the tenth business day following
the 15% Ownership Date (b) the first event of the type giving rise to exercise
rights under Section 5(c) above, and (c) the expiration of the Rights, the Board
of Directors may, at its option, direct the Company to redeem the then
outstanding Rights in whole, but not in part, at a price of $.001 per Right, as
the same may be adjusted pursuant to the terms of the Rights Agreement (the
"Redemption Price"), and the Company shall so redeem the Rights. Immediately
upon such action by the Board of Directors (the date of such action being the
"Redemption Date"), the only right of the holders of Rights thereafter shall be
to receive the Redemption Price.
9. Exchange
At any time during the period of 180 days after the tenth business day
following the 15% Ownership Date, the Board of Directors of the Company may, at
its option, authorize and direct the exchange of all, but not less than all, of
the then outstanding Rights (other than Rights that have become void) for Common
Shares, one one-hundredths of Preferred Shares, debt securities of the Company,
other property or any combination of the foregoing, which, as of the date of the
Board of Directors' action, has a current market price equal to the difference
between the current market price of the shares that would otherwise be issuable
upon exercise of a Right on such date and the Exercise Price (the "Exchange
Ratio"), and the Company shall so exchange the Rights. Immediately upon such
action by the Board of Directors, the right to exercise Rights shall terminate
and the only right of the holders of Rights thereafter shall be to receive the
securities or other property so designated by the Board of Directors in
accordance with the Exchange Ratio.
10. No Stockholder Rights Prior to Exercise
Until a Right is duly exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company (other than rights resulting from such
holder's ownership of Common Shares, if any), including, without limitation, the
right to vote or to receive dividends.
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11. Amendment of Rights Agreement
The Board of Directors may, from time to time, without the approval of any
holder of Rights, direct the Company and the Rights Agent to supplement or amend
any provision of the Rights Agreement in any manner, whether or not such
supplement or amendment is adverse to any holder of Rights, and the Company and
the Rights Agent shall so supplement or amend such provision; provided, however,
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that from and after the earliest of (a) the tenth business day following the 15%
Ownership Date, (b) the first event of the type giving rise to exercise rights
under Section 5(c) above, (c) the Redemption Date, and (d) the Expiration Date,
the Rights Agreement cannot be supplemented or amended in any manner that would
materially and adversely affect any holder of outstanding Rights other than a
15% Stockholder or a Surviving Person.
Item 2. Exhibits
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4.1 Rights Agreement, effective as of December 31, 2001, between Standard
Pacific Corp. and EquiServe Trust Company, N.A., as Rights Agent,
which includes as Exhibit A the Form of Right Certificate, the Form of
Assignment and the Form of Election to Purchase.
4.2 Certificate of Designations of Series A Junior Participating Preferred
Stock of Standard Pacific Corp.
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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.
STANDARD PACIFIC CORP.
Date: December 28, 2001 By: /s/ Clay A. Halvorsen
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Name: Clay A. Halvorsen
Title: Senior Vice President,
General Counsel and Secretary
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EXHIBIT INDEX
Exhibit Number Description
4.1 Rights Agreement, effective as of December 31, 2001, between Standard
Pacific Corp. and EquiServe Trust Company, N.A., as Rights Agent,
which includes as Exhibit A the Form of Right Certificate, the Form of
Assignment and the Form of Election to Purchase.
4.2 Certificate of Designations of Series A Junior Participating Preferred
Stock of Standard Pacific Corp.
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