SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A/A
(AMENDMENT NO. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CROWN CRAFTS, INC.
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(Exact Name of Registrant as Specified in its Charter)
Georgia 58-0678148
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
916 South Burnside Avenue
Gonzales, Louisiana 70737
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(Address of principal executive offices) (Zip Code)
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:
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(If applicable)
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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Common Share Purchase Rights NASDAQ OTC Bulletin Board
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
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(Title of Class)
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(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
On August 8, 1995, the Board of Directors of Crown Crafts, Inc. (the
"Company") declared a dividend of one common share purchase right (a "Right")
for each outstanding share of common stock, par value $1.00 per share (the
"Common Shares"), of the Company. The dividend is payable on August 22, 1995
(the "Record Date") to the shareholders of record on that date. Each Right
entitles the registered holder to purchase from the Company one Common Share at
a price of $86.50 per share (the "Purchase Price"), subject to adjustment. The
description and terms of the Rights are set forth in a Rights Agreement dated as
of August 11, 1995, as amended by Amendment No. 1 to the Rights Agreement
("Amendment No. 1") dated as of April 29, 2003 (as so amended, the "Rights
Agreement"), between the Company and SunTrust Bank (successor by merger to Trust
Company Bank), as Rights Agent (the "Rights Agent").
The purpose of the Rights, as amended by Amendment No. 1, is to protect
the Company's ability to carry forward its net operating losses ("NOLs") and,
thus, protect shareholder value. The Company has experienced substantial
operating losses in previous years. Under the Internal Revenue Code and rules
promulgated by the Internal Revenue Service, the Company can "carry forward"
these losses in certain circumstances to offset current and future earnings and
thus reduce its federal income tax liability (subject to certain requirements
and restrictions). The Company believes that it will be able to carry forward
several million dollars of NOLs and that these NOLs, therefore, constitute a
substantial asset of the Company. If the Company experiences an "Ownership
Change," as defined in Section 382 of the Internal Revenue Code, its ability to
use the NOLs could be substantially limited or lost altogether.
Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons, with
certain exceptions as set forth in the Rights Agreement, have acquired
beneficial ownership of 5% or more of the outstanding Common Shares (any such
person or group being referred to as an "Acquiring Person") or (ii) 10 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 persons
becomes an Acquiring Person) following the commencement of or announcement of an
intention to make, a tender offer or exchange offer the consummation of which
would result in the beneficial ownership by a person or group of 5% or more of
the outstanding Common Shares (the earlier of such dates being called the
"Distribution Date"), the Rights will be evidenced, with respect to any of the
Common Share certificates outstanding as of the Record Date, by such Common
Share certificate with a copy of this Summary of Rights attached thereto.
Notwithstanding the foregoing, any Person who would otherwise qualify as an
Acquiring Person as of the close of business on April 29, 2003, as described in
the immediately preceding sentence, will not qualify as an Acquiring Person
unless that Person Beneficially Owns in excess of the sum of 1% and that
Person's percentage Beneficial Ownership as of the close of business on April
29, 2003, provided that, once any Person qualifying under the immediately
preceding clause reduces its Beneficial Ownership to less than 5%, the foregoing
exclusion will thereafter not apply.
The Rights Agreement provides that, until the Distribution Date (or
earlier redemption or expiration of the Rights), the Rights will be transferred
with and only with the Common Shares. Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Share certificates issued
after the Record Date upon transfer or new issuance of Common Shares will
contain a notation incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the Rights), the
surrender for transfer of any certificates for Common Shares outstanding as of
the Record Date, even without such notation or a copy of this Summary of Rights
being attached thereto, will also constitute the transfer of the Rights
associated with the Common Shares represented by such certificate. As soon as
practicable following the Distribution Date, separate certificates evidencing
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the Rights ("Right Certificates") will be mailed to holders of record of the
Common Shares as of the close of business on the Distribution Date and such
separate Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on August 22, 2005 (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 Common Shares or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Common
Shares, (ii) upon the grant to holders of the Common Shares of certain rights or
warrants to subscribe for or purchase Common Shares at a price, or securities
convertible into Common Shares with a conversion price, less than the
then-current market price of the Common Shares or (iii) upon the distribution to
holders of the Common Shares of evidences of indebtedness or assets (excluding
regular periodic cash dividends paid out of earnings or retained earnings or
dividends payable in Common Shares) or of subscription rights or warrants (other
than those referred to above).
The number of outstanding Rights and the number of Common Shares
issuable upon exercise of each Right are also subject to adjustment in the event
of a stock split of the Common Shares or a stock dividend on the Common Shares
payable in Common Shares or subdivisions, consolidations or combinations of the
Common Shares occurring, in any such case, prior to the Distribution Date.
In the event that 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 after a person or group has become an Acquiring Person, 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 exercise price
of the Right, that number of shares of common stock of the acquiring company
which at the time of such transaction will have a market value of two times the
exercise price of the Right. In the event that any person or group of affiliated
or associated persons becomes an Acquiring Person, proper provision shall 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 that number of Common Shares having a market value of
two times the exercise price of the Right.
At any time after any person or group becomes an Acquiring Person and
prior to the acquisition by such person or group of 50% or more of the
outstanding Common Shares, the Board of Directors of the Company may exchange
the Rights (other than Rights owned by such person or group which will have
become void), in whole or in part, at an exchange ratio of one Common Share per
Right (subject to adjustment).
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.
No fractional Common Shares will be issued (other than fractions which
are integral multiples of one Common Share, which may, at the election of the
Company, be evidenced by depositary receipts) and in lieu thereof, an adjustment
in cash will be made based on the market price of the Common Shares on the last
trading day prior to the date of exercise.
Until the tenth day following a public announcement that a person or
group of affiliated or associated persons has acquired beneficial ownership of
5% or more of the outstanding Common Shares, the Board of Directors of the
Company may redeem the Rights in whole, but not in part, at a price of $.01 per
Right (the "Redemption Price"). The redemption of the Rights may be made
effective at such time on
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such basis with such conditions as the Board of Directors, in its sole
discretion, may establish. Immediately upon 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 of the
Company without the consent of the holders of the Rights, except that from and
after such time as 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.
The Rights have certain 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 redemption of the Rights or on substantially
all of the Rights also being acquired. 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 as described above.
The Rights Agreement, the press release and letter to shareholders
announcing the declaration of the Rights, Amendment No. 1 and the press release
announcing the amendment of the Rights Agreement are attached hereto and
incorporated herein by reference. This summary description of the Rights does
not purport to be complete and is qualified in its entirety by reference to the
Rights Agreement and Amendment No. 1.
ITEM 2. EXHIBITS.
99.1 Rights Agreement dated as of August 11, 1995 between the
Company and the Rights Agent, including the Form of Right
Certificate (Exhibit A) and the Summary of Rights to Purchase
Common Shares (Exhibit B) (incorporated herein by reference to
Exhibit 99.1 to the Company's Registration of Securities on
Form 8-A (File No. 001-07604) filed August 22, 1995).
99.2 Press Release dated August 11, 1995 (incorporated herein by
reference to Exhibit 99.2 to the Company's Registration of
Securities on Form 8-A (File No. 001-07604) filed August 22,
1995).
99.3 Form of Letter to Shareholders (incorporated herein by
reference to Exhibit 99.3 to the Company's Registration of
Securities on Form 8-A (File No. 001-07604) filed August 22,
1995).
99.4 Amendment No. 1 to Rights Agreement dated as of April 29,
2003 between the Company and the Rights Agent, including the
amended and restated Summary of Rights to Purchase Common
Shares (Exhibit B).
99.5 Press Release dated April 29, 2003.
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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 thereunto duly authorized.
Dated: April 29, 2003 CROWN CRAFTS, INC.
By: /s/ E. Randall Chestnut
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E. Randall Chestnut,
Chairman of the Board, President
and Chief Executive Officer
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Index to Exhibits
Exhibit No. Exhibit Description
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99.1 Rights Agreement dated as of August 11, 1995 between the
Company and the Rights Agent, including the Form of Right
Certificate (Exhibit A) and the Summary of Rights to Purchase
Common Shares (Exhibit B) (incorporated herein by reference to
Exhibit 99.1 to the Company's Registration of Securities on
Form 8-A (File No. 001-07604) filed August 22, 1995).
99.2 Press Release dated August 11, 1995 (incorporated herein by
reference to Exhibit 99.2 to the Company's Registration of
Securities on Form 8-A (File No. 001-07604) filed August 22,
1995).
99.3 Form of Letter to Shareholders (incorporated herein by
reference to Exhibit 99.3 to the Company's Registration of
Securities on Form 8-A (File No. 001-07604) filed August 22,
1995).
99.4 Amendment No. 1 to Rights Agreement dated as of April 29, 2003
between the Company and the Rights Agent, including the
amended and restated Summary of Rights to Purchase Common
Shares (Exhibit B).
99.5 Press Release dated April 29, 2003.
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