SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
BROADWAY FINANCIAL CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 95-4247287
-------- ----------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
4800 Wilshire Boulevard, Los Angeles, California 90010
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be Name of each exchange on which each
so registered class is to be registered
None None
If this form relates to the registration of a class of If this form relates to
the registration of a class of securities pursuant to Section.12(b) of the
Exchange Act securities pursuant to Section 12(g) of the Exchange and is
effective pursuant to General Instruction A.(c), Act and is effective pursuant
to General Instruction check the following box. A.(d), check the following box.
Securities Act registration statement file number to which this form relates (if
applicable): Not applicable.
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
(Title of Class)
Item 1. Description of Registrant's Securities to be Registered
On January 31, 2003, the Board of Directors of Broadway Financial
Corporation (the "Company") declared a dividend distribution of one preferred
share purchase right (a "Right") for each share of common stock, par value $0.01
per share (the "Common Shares") of the Company outstanding at the close business
on February 13, 2003 (the "Record Date"). The dividend will be paid on the
Record Date to holders of Common Shares on such date. The holders of any
additional Common Shares issued after the Record Date and before the redemption
or expiration of the Rights (or the Distribution Date, as defined below) will
also be entitled to one Right for each such additional Common Share. Each right
entitles the registered holder under certain circumstances to purchase from the
Company one one-hundredth of a Series A Junior Participating Preferred Share,
par value $0.01 per share (the "Participating Preferred Shares"), of the Company
at a price of $35.00 per one one-hundredth of a Participating Preferred Share
(the "Purchase Price"), subject to adjustment. The description and terms of the
Rights are set forth in the Rights Agreement dated as of January 31, 2003
between the Company and US Stock Transfer Corporation, as rights agent (the
"Rights Agreement").
Initially, the Rights will be attached to and evidenced by certificates
evidencing Common Shares, and no separate certificates for the Rights will be
distributed. With certain exceptions, the Rights will become exercisable and
will be evidenced by separate certificates only after the earlier to occur of:
(1) Ten days following a public announcement that a person or group of
affiliated or associated persons has acquired beneficial ownership of
15% or more of the outstanding Common Shares (thereby becoming an
"Acquiring Person"), or
(2) Fifteen business days (or such later date as may be determined by the
Board of Directors prior to such time as any person or group of
affiliated or associated persons becomes an Acquiring Person)
following the commencement of a tender or exchange offer the
consummation of which would result in the beneficial ownership by a
person or group of persons of 15% or more of the outstanding Common
Shares.
(3) Ten business days (or such later date as may be determined by action
of the Board of Directors prior to such time as any person or group of
affiliated or associated persons becomes an Acquiring Person) after
the filing of any application, request or other document with a
governmental agency seeking approval of, attempting to rebut any
presumption of control upon, or indicating an intention to enter into,
any transaction or series of transactions that would result in any
person becoming the beneficial owner of 15% or more of the outstanding
Common Shares. (The first to occur of the dates is referred to in the
Rights Agreement and herein as the "Distribution Date").
Notwithstanding the foregoing, the Distribution Date will not occur with
respect to any person who as of January 31, 2003 beneficially owns 15% or more
of the outstanding Common Shares (a "Grandfathered Person"), unless such person
acquires beneficial ownership of more than an additional 1/2% of such Common
Shares. Upon any sale or other transfer of Common Shares by a Grandfathered
2
Person, the amount of Common Shares that the Grandfathered Person may continue
to beneficially own without causing the Distribution Date to occur will be
reduced to the Grandfathered Person's percentage beneficial ownership of the
outstanding Common Shares as of the time immediately after the sale or other
transfer, plus an additional 1/2%. A person will cease to be a Grandfathered
Person once such person's beneficial ownership of the outstanding Common Shares
falls below 15%.
Common Share certificates issued upon transfer or issuance of Common Shares
after the Record Date and prior to the Distribution Date (or earlier redemption
or expiration of the Rights) will contain a notation incorporating the Rights
Agreement by reference. If the Board of Directors in good faith determines that
a person who would otherwise be an Acquiring Person has become such
inadvertently, and such person divests as promptly as practicable a sufficient
number of Common Shares so that such person would no longer be an Acquiring
Person, then such person shall not be deemed to be an Acquiring Person for
purposes of the Rights Agreement.
The Rights will expire on January 31, 2013 (the "Final Expiration Date"),
unless the Final Expiration Date is extended or unless the Rights are earlier
redeemed or exchanged by the Company, in each case as described below.
The Purchase Price payable, and the number of Participating Preferred
Shares or other securities or property issuable, upon exercise of the Rights are
subject to adjustment under certain circumstances from time to time to prevent
dilution. 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.
Participating Preferred Shares purchasable upon exercise of the Rights will
not be redeemable. Each Participating Preferred Share will be entitled to a
minimum preferential quarterly distribution payment, when, as and if authorized
by the Board of Directors out of funds legally available for such purpose, of
$1.00 per share but will be entitled to an aggregate distribution of 100 times
any distribution declared per Common Share. In the event of liquidation, the
holders of the Participating Preferred Shares will be entitled to a minimum
preferential liquidation payment of $1.00 per share but will be entitled to an
aggregate payment of 100 times the payment made per Common Share. Each
Participating Preferred Share will have 100 votes, voting together with the
Common Shares. In the event of any merger, consolidation or other transaction in
which Common Shares are exchanged, each Participating Preferred Share will be
entitled to receive 100 times the amount received per Common Share. In the event
of issuance of Participating Preferred Shares upon exercise of the Rights, in
order to facilitate trading, a depositary receipt may be issued for each one
one-hundredth of a Participating Preferred Share. The Rights will be protected
by customary antidilution provisions.
In the event that any person or group of affiliated or associated persons
becomes an Acquiring Person, proper provision will be made so that each holder
of a Right, other than Rights beneficially owned by the Acquiring Person (which
will thereafter be void), will thereafter have the right to receive, upon
exercise thereof, a number of Common Shares having a market value (determined in
accordance with the Rights Agreement) equal to two times the Purchase Price. In
lieu of the issuance of Common Shares upon exercise of Rights, the Board of
3
Directors may under certain circumstances, and if there is an insufficient
number of Common Shares authorized but unissued to permit the exercise in full
of the Rights, the Board is required to, take such action as may be necessary to
cause the Company to issue or pay upon the exercise of Rights, cash (including
by way of a reduction of the Purchase Price), property, other securities or any
combination of the foregoing having an aggregate value equal to that of the
Common Shares which otherwise would have been issuable upon exercise of the
Rights. The Company may permit the Rights to be exercised for 50% of the Common
Shares (or cash, property or other securities that may be substituted for Common
Shares) that would otherwise be purchasable upon exercise thereof in
consideration of the surrender of the Rights so exercised and without other
payment of the Purchase Price.
In the event that, after any person or group becomes an Acquiring Person,
the Company is acquired in a merger or other business combination transaction or
50% or more of its consolidated assets or earning power are sold, proper
provision will be made so that each holder of a Right will thereafter have the
right to receive, upon the exercise thereof at the then current Purchase Price,
a number of shares of common stock of the acquiring company having a market
value (determined in accordance with the Rights Agreement) equal to two times
the Purchase Price.
At any time after any person or group becomes an Acquiring Person and prior
to the acquisition by that person or group of 50% or more of the outstanding
Common Shares, the Board of Directors may exchange the Rights (other than Rights
owned by that person or group which will have become void), in whole or in part,
at an exchange ratio of one Common Share (or one one-hundredth of a
Participating Preferred Share) per Right (subject to adjustment).
As soon as practicable after the Distribution Date, the Company is
obligated to use its best efforts to file a registration statement under the
Securities Act of 1933, as amended, relating to the securities issuable upon
exercise of Rights and to cause such registration statement to become effective
as soon as practicable.
At any time prior to the time a person or group of persons becomes an
Acquiring Person, the Board of Directors may redeem the Rights, in whole but not
in part, at a redemption price of $0.01 per Right (the "Redemption Price"),
payable in cash, Common Shares or any other form of consideration deemed
appropriate by the Board of Directors. The redemption of the Rights may be made
effective at such time, on such basis and with such conditions as the Board of
Directors in its sole discretion may establish. Immediately upon the
effectiveness of any redemption of the Rights, the right to exercise the Rights
will terminate and the only right of the holders of Rights will be to receive
the Redemption Price.
The terms of the Rights may be amended by the Board of Directors without
the consent of the holders of the Rights, except that from and after the time
any person or group of affiliated or associated persons becomes an Acquiring
Person, no such amendment may adversely affect the interests of the holders of
the Rights. 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.
4
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved 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 Rights may be redeemed by the Company at the Redemption Price prior to
the time that a person or group has acquired beneficial ownership of 15% or more
of the Common Shares.
The Rights Agreement, which specifies the terms of the Rights and the
Participating Preferred Shares, and the Company's February 3, 2003 press
release, in which the declaration of the dividend distribution of the Rights was
announced, have been filed as exhibits to this report and are incorporated
herein by reference. The foregoing description in this Item 5 is qualified in
its entirety by reference to the Rights Agreement, including the definitions
therein of certain terms.
Item 2. Exhibits
4.1. Rights Agreement dated as of January 31, 2003 between Broadway
Financial Corporation and US Stock Transfer Corporation, as Rights
Agent, including Exhibit A (Form of Certificate of Designation, Rights
and Preferences relating to the Series A Junior Participating
Preferred Shares) thereto and Exhibit B (Form of Right Certificate)
thereto. (Incorporated by reference to Exhibit 4.1 to the Company's
Current Report on Form 8-K filed with the Securities and Exchange
Commission on February 4, 2003.)
5
SIGNATURES
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: February 3, 2003
BROADWAY FINANCIAL CORPORATION
By: /s/ Paul C. Hudson
--------------------------------
Paul C. Hudson
Chief Executive Officer and President
6