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
TRISM, INC.
(Exact name of the Registrant as specified in its charter)
Delaware 13-3491658
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State of incorporation (I.R.S. Employer Identification No.)
or organization)
4174 Jiles Road, Kennesaw, Georgia 30144
(Address of principal executive offices) (Zip Code)
If this For m 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. [ ]
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. [X]
Securities Act registration statement file number to which this form relates, if
applicable:
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Securities to be registered pursuant to Section 12(b) of the Act:
None
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock Purchase Rights
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(Title of class)
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Item 1. Description of Securities to be Registered.
Common Stock Purchase Right Dividend
On April 27, 2001, the Board of Directors of TRISM, Inc. declared a
dividend of one right for each outstanding share of TRISM's Common Stock, par
value $.01 per share, to stockholders of record at the close of business on
April 27, 2001 (the "Record Date"). Each right initially entitles the holder to
purchase from TRISM one share of Common Stock at a purchase price of $1.50 per
share. The rights are not exercisable until the Distribution Date and will
expire at the close of business on April 26, 2011, unless earlier redeemed by
TRISM as described below. The complete description and terms of the rights are
set forth in a Rights Agreement between TRISM and Continental Stock Transfer &
Trust Company, as Rights Agent.
Certificates; Separation of Rights from Common Stock; Registration
Initially, the rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate rights
certificates will be distributed. The rights will separate from the Common Stock
and a Distribution Date will occur upon the earliest of:
o 10 days following a public announcement that a person or group of
affiliated or associated persons (other than those who report
ownership on Schedule 13G under the Securities Exchange Act of
1934) (an "Acquiring Person") has acquired, or obtained the right
to acquire, beneficial ownership of 30% or more of the shares of
Common Stock then outstanding1 (the "Stock Acquisition Date"), or
o 10 business days following the commencement of a tender offer or
exchange offer that would result in a person or group
beneficially owning 30% or more of the outstanding shares of
Common Stock.
Until the Distribution Date, (1) the rights will be evidenced by the
Common Stock certificates and will be transferred automatically with, and only
with, these Common Stock certificates, (2) new Common Stock certificates issued
after the Record Date will contain a notation incorporating the Rights Agreement
by reference, and (3) 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 this certificate.
As soon as practicable after the Distribution Date, separate
certificates evidencing the rights will be mailed to holders of record of the
Common Stock as of the close of business on the Distribution Date and, after
that, the separate rights certificates alone will represent the rights. Except
(1) with respect to certain shares of Common Stock issued or sold pursuant to
the exercise of stock options or under any employee benefit plan or compensation
arrangement, or upon the exercise, conversion or exchange of certain securities
of TRISM, or (2) as otherwise determined by the Board of Directors, only shares
of Common Stock issued prior to the Distribution Date will be issued with
rights.
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1 Under the Rights Agreement, for purposes of calculating percentages of
Common Stock outstanding, shares of Common Stock outstanding shall
include all shares of Common Stock deemed to be beneficially owned by a
person and its affiliates and associates, even if not actually then
outstanding.
The rights, if necessary, and the Common Stock issuable upon exercise
of the rights, will be registered under the Securities Act of 1933, as amended.
Flip-In Trigger
In the event (a "Flip-In Event") that a person or group becomes the
beneficial owner of 30% or more of the then outstanding shares of Common Stock
(except pursuant to a tender offer or an exchange offer for all outstanding
shares of Common Stock at a price and on terms determined by at least a majority
of the Directors who are not officers of TRISM and who are not representatives,
nominees, affiliates or associates of this person, after receiving advice from
one or more nationally recognized investment banking firms, to be fair to and
otherwise in the best interests of TRISM and its stockholders), each holder of a
right will have the right to receive, upon exercise of his/her right, Common
Stock (or, in certain circumstances, cash, property or other securities of
TRISM) having a value (based on a formula set forth in the Rights Agreement)
equal to two times the purchase price of the right. Notwithstanding any of the
foregoing, following the occurrence of a Flip-In Event, all rights that are, or
(under certain circumstances specified in the Rights Agreement) were,
beneficially owned by any Acquiring Person (or by certain related parties) will
be null and void. However, rights are not exercisable following the occurrence
of a Flip-In Event until the rights are no longer redeemable by TRISM as set
forth below.
For example, at a purchase price of $1.50 per right, each right not
owned by an Acquiring Person (or by certain related parties) following a Flip-In
Event would entitle its holder to purchase $3.00 worth of Common Stock (or other
consideration, as noted above) determined pursuant to a formula set forth in the
Rights Agreement, for $1.50. Assuming that the Common Stock had a per share
market price of $0.60 at that time, the holder of each valid right would be
entitled to purchase five shares of Common Stock for $1.50.
Flip-Over Trigger
In the event (a "Flip-Over Event") that, at any time following the
Stock Acquisition Date:
o TRISM engages in a merger or other business combination
transaction in which TRISM is not the surviving corporation;
o TRISM engages in a merger or other business combination
transaction in which TRISM is the surviving corporation but its
Common Stock is changed or exchanged for stock or securities of
any other person or cash or any other property (other than a
merger meeting certain conditions which follows an offer for all
outstanding shares of Common Stock which a majority of the
unaffiliated Directors who are not officers of TRISM determine to
be fair to and otherwise in the best interests of TRISM and its
stockholders); or
o 50% or more of TRISM's assets or earning power is sold or
transferred (in one transaction or a series of transactions),
then each holder of a right (except rights which previously have been voided as
set forth above) shall have the right to receive, upon exercise at the then
current purchase price (as set forth in the Rights Agreement), common stock of
the acquiring company having a then current market value equal to two times the
exercise price of the right.
TRISM may not engage in a transaction with an Acquiring Person
constituting a Flip-Over Event unless the Acquiring Person meets certain
conditions. If the Acquiring Person's (or its affiliated entity's) common stock
has not been registered under the Securities Exchange Act of 1934, as amended,
for the preceding twelve months, but it is a direct or indirect subsidiary of
another company which has registered common stock, the rights shall be
exercisable as described above to purchase the common stock of this parent
company. Moreover, TRISM may not engage in a Flip-Over transaction unless the
Acquiring Person (or its affiliated entity or parent, as applicable), (1) has
sufficient shares of common stock authorized to permit the full exercise of the
rights and (2) enters into an agreement containing the terms set forth above and
providing that, as soon as practicable after the date of the Flip-Over Event,
the Acquiring Person will register the rights and the securities issuable upon
exercise of the rights under the Securities Act of 1933, as amended, and
maintain the effectiveness of this registration statement until the Expiration
Date of the rights plan. Notwithstanding the foregoing, a merger or
consolidation will not constitute a Flip-Over Event if (1) the transaction is
consummated with a person who acquired Common Stock pursuant to a tender offer
or an exchange offer for all outstanding shares of Common Stock at a price and
on terms determined by at least a majority of the Directors who are not officers
of TRISM and who are not representatives, nominees, affiliates or associates of
this person, after receiving advice from one or more nationally recognized
investment banking firms, to be fair to and otherwise in the best interests of
TRISM and its stockholders, or with a subsidiary of this person; (2) the price
per share of Common Stock offered in this transaction is not less than the price
paid to holders of TRISM's Common Stock whose shares were purchased in the
tender offer or exchange offer described in the preceding sentence; and (3) the
form of consideration offered in the transaction is the same as the form of
consideration paid pursuant to the tender offer or exchange offer described in
the second preceding sentence.
Adjustments to the Number of Rights/Common Stock
The number of rights evidenced by the rights certificate and the
number and kind of shares of Common Stock or other securities or property
issuable upon exercise of the rights are subject to adjustment from time to time
to prevent dilution in the event of a stock dividend payable in Common Stock on,
or a subdivision or combination of, the Common Stock. No fractional shares of
Common Stock will be issued and, in lieu thereof, an adjustment in cash will be
made based on the market price of the Common Stock on the last trading date
prior to the date of exercise.
Redemption of Rights
At any time until the earlier of (a) ten days following the Stock
Acquisition Date or (b) the expiration date of the rights, TRISM may redeem the
rights in whole, but not in part, at a price of $.001 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 $.001 redemption price.
Stockholder Rights
Until a right is exercised, its holder, as the holder of this right,
will have no rights as a stockholder of TRISM, 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 TRISM, stockholders may, depending
upon the circumstances, recognize taxable income in the event that the rights
become exercisable for Common Stock (or other consideration) of TRISM or for
common stock of the acquiring company as set forth above, or are redeemed as
provided in the preceding paragraph.
Amendment
Any of the provisions of the Rights Agreement may be amended by the
Board of Directors of TRISM 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, defect or inconsistency, to make changes
which do not adversely affect the interests of holders of rights (other than an
Acquiring Person or an affiliate or associate thereof), or to shorten or
lengthen any time period under the Rights Agreement; provided, however, that an
amendment to lengthen the time period governing redemption may be made only if
the rights are redeemable and an amendment to lengthen any other time period may
be made only for the purpose of protecting, enhancing or clarifying the rights
of, and/or benefits to, the holders of rights (other than any Acquiring Person).
Anti-Takeover Effects
The rights will have certain anti-takeover effects. Exercise of the
rights will cause substantial dilution to a person or group that attempts to
acquire TRISM on terms not approved by TRISM's Board of Directors. The existence
of rights, however, should not affect an offer at a fair price and otherwise in
the best interests of TRISM and its stockholders as determined by the Board of
Directors. The rights should not interfere with any merger or other business
combination approved by the Board of Directors since the Board of Directors may,
at its option, at any time until ten days following the Stock Acquisition Date
redeem all but not less than all of the then outstanding rights at the $.001
redemption price.
The Rights Agreement between TRISM and the Rights Agent specifying the
terms of the rights, which includes as an exhibit the form of rights
certificate, is incorporated herein by reference. The foregoing summary
description of the rights does not purport to be complete and is qualified in
its entirety by reference to the Rights Agreement.
Item 2. Exhibits
Exhibit Number Description
4 Rights Agreement, dated as of April 27, 2001, between
TRISM, Inc. and Continental Stock Transfer & Trust
Company, as Rights Agent
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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.
Date: April 27, 2001
TRISM, INC.
By: /s/ THOMAS P. KRASNER
Name: Thomas P. Krasner
Title: Chief Executive Officer
EXHIBIT INDEX
Exhibit Number Description
4 Rights Agreement, dated as of April 27, 2001,
between TRISM, Inc. and Continental
Stock Transfer & Trust Company, as Rights Agent
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