-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CRNCm5A4DDrBL04Mwgo8Zd+HR7fingSb0PChfajSE/iQpzqGCCpwAsKYyRO5n6MX ZGJ72l+zrkNRWKLLB6UsWQ== 0001047469-98-043656.txt : 19981214 0001047469-98-043656.hdr.sgml : 19981214 ACCESSION NUMBER: 0001047469-98-043656 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19981210 ITEM INFORMATION: FILED AS OF DATE: 19981211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: APPLIED MICROSYSTEMS CORP /WA/ CENTRAL INDEX KEY: 0001000787 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 911074996 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-14689 FILM NUMBER: 98767838 BUSINESS ADDRESS: STREET 1: 5020 148TH AVE NE STREET 2: P O BOX 97002 CITY: REDMOND STATE: WA ZIP: 98073-9702 BUSINESS PHONE: 2068822000 MAIL ADDRESS: STREET 1: 5020 148TH AVE NE CITY: REDMOND STATE: WA ZIP: 98073-9702 8-K 1 FORM 8-K - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): December 10, 1998 APPLIED MICROSYSTEMS CORPORATION (Exact Name of Registrant as Specified in its Charter) WASHINGTON 0-26778 91-1074996 (State or Other Jurisdiction (Commission File (IRS Employer ID. of Incorporation or Number) No.) Organization) 5020 148th Avenue N.E. Redmond, Washington 98052 (Address of Principal Executive Offices) (Zip Code) (206) 882-2000 (Registrant's Telephone number, including area code) 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ITEM 5. OTHER EVENTS. On December 10, 1998, the Board of Directors of Applied Microsystems Corporation (the "Company") declared a dividend distribution of one preferred share purchase right (each a "Right") for each outstanding share of Common Stock, par value $0.01 per share, of the Company (the "Common Shares"), payable to the holders of record of the Common Shares on December 21, 1998 (the "Record Date"). The Rights dividend was declared by the Board of Directors in connection with its adoption of the Shareholder Rights Plan, dated December 10, 1998, between the Company and ChaseMellon Shareholder Services, LLC (the "Rights Plan"). Until the earliest to occur of (i) a public announcement that, without the prior approval of the Board of Directors of the Company, a person or group, including any affiliates or associates of such person or group (an "Acquiring Person"), acquired, or obtained the right to acquire, beneficial ownership of fifteen percent or more of the outstanding Common Shares (the "Shares Acquisition Date") or (ii) ten business days (or such later date as the Board may determine) following the commencement or announcement of an intention (which is not subsequently withdrawn within five business days after such announcement) to make a tender offer or exchange offer which would result in any person or group (and related persons) having beneficial ownership of fifteen percent or more of the outstanding Common Shares without the prior consent of the Board of Directors (the earliest of such dates being called the "Distribution Date"), the Rights will be attached to all Common Share certificates and will be evidenced by the Common Share certificates. The Rights Plan provides that, until the Distribution Date, 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, replacement or new issuance of Common Shares will contain a legend incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption, exchange or expiration of the Rights), the surrender for transfer of any Common Share certificates outstanding as of the Record Date, even without such a notation, will also constitute the transfer of the Right associated with each of the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Rights Certificates") will be sent by first class mail to holders of record of the Common Shares as of the close of business on the Distribution Date, and the separate Rights Certificates alone will evidence the Rights and the Rights will be separately transferable from the Common Shares. The Rights are not exercisable until the Distribution Date. The Rights will expire on December 21, 2008, unless earlier redeemed or exchanged by the Company as described below. The preferred stock purchasable upon exercise of the Rights is nonredeemable and junior to any other series of preferred stock the Company may 2 issue (unless otherwise provided in the terms of the Company's Articles of Incorporation, as such may be amended from time to time). Each share of preferred stock will have a preferential quarterly dividend in an amount equal to 100 times the dividend declared on each Common Share. In the event of liquidation, the holders of Preferred Stock will receive a preferred liquidation payment per share equal to 100 times the payment made to each Common Share. Each share of preferred stock will have 100 votes, voting together with the Common Shares unless otherwise required by law. In the event of any merger, consolidation or other transaction in which Common Shares are exchanged, each share of preferred stock will be entitled to receive 100 times the amount and type of consideration received per Common Share. The rights of the preferred stock as to dividends, liquidation and voting, and mergers and consolidations, are protected by customary anti-dilution provisions. Fractional shares of preferred stock may be issued and such fractional shares shall entitle the holder thereof, in proportion to such holder's fractional shares, to have the benefit of all other rights of holders of preferred stock. In the event that any person becomes an Acquiring Person, each holder of a Right generally will thereafter have the right for a sixty day period after the later of the date of such event and the effectiveness of an appropriate registration statement (or such other longer period set by the Board of Directors) to receive upon exercise of the Right that number of Common Shares (or, in the discretion of the Board of Directors, one one-hundredths of a preferred share or other securities or property) having a market value of two times the exercise price of the Right (such right being called the "Subscription Right"). Notwithstanding the foregoing, following the occurrence of a person becoming an Acquiring Person, all Rights that are, or under certain circumstances specified in the Rights Plan were, beneficially owned by the Acquiring Person will be null and void. In the event that, at any time on or following the Shares Acquisition Date, the Company is acquired in a merger or other business combination transaction (whether or not the Company is the surviving entity) or 50% or more of the Company's assets or earning power are sold (in one transaction or a series of transactions), proper provision shall be made so that each holder of a Right (except Rights that have been rendered void under the Rights Plan) shall 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 (or, in the event there is more than one acquiring company, the acquiring company receiving the greatest portion of the assets or earning power transferred) which at the time of such transaction would have a market value of two times the exercise price of the Right (such right being called the "Merger Subscription Right"). The holder of a Right will continue to have the Merger Subscription Right whether or not such holder exercises the Merger Subscription Right. The Purchase Price payable, the number of Rights and the number of shares of Preferred Stock, Common Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment form time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for Preferred Stock, certain convertible 3 securities or securities having the same or more favorable rights, privileges and preferences as the Preferred Stock at less than the current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets excluding regular quarterly cash dividends out of earnings or retained earnings and dividends payable in Preferred Stock or of subscription rights or warrants (other than those referred to above). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least one percent in such Purchase Price. If at any time following the Record Date the Company shall pay a dividend on the Common Shares in the form of Common Shares or effect a subdivision, combination or consolidation of the outstanding Common Shares into a greater or lesser number of Common Shares, then each outstanding Common Share following such event shall continue to have one Right associated with it and the exercise price of each Right will be proportionately adjusted. At any time prior to the earliest to occur of (i) the close of business on the Shares Acquisition Date or (ii) the expiration of the Rights, the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (the "Redemption Price"), which redemption shall be effective immediately upon the action of the Board of Directors. Additionally, following the Shares Acquisition Date and the expiration of the period during which the Subscription Right is exercisable, the Company may redeem the then outstanding Rights in whole, but not in part, at the Redemption Price. In addition, the Board of Directors of the Company may also redeem all of the Rights in connection with any merger, consolidation or sale or other transfer of fifty percent or more of the Company's assets or earning power (a "Transaction") in which all holders of Common Shares are treated alike and such transaction either (i) does not involve an Acquiring Person or (ii) the Acquiring Person has yet to obtain beneficial ownership of fifty percent or more of the Common Shares and there exists no other Acquiring Person at that time. The Company may, at its option, pay the Redemption Price in Common Shares or cash. Upon the effective date of the redemption of the Rights, the right to exercise the Rights will terminate and the only right of Rights holders will be to receive the Redemption Price. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including the right to vote or to receive dividends or any other incidents of ownership associated with the Common Shares. The Board of Directors of the Company may, at its option, after there exists an Acquiring Person, exchange all or part of the then outstanding Rights (other than those held by the Acquiring Person) for Common Shares having a value per Right equal to the difference between the value of the Common Shares receivable upon exercise of the Right and the Purchase Price, and such exchange consideration may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the Record Date. Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after the Acquiring Person becomes the beneficial owner of fifty percent or more of the Common Shares then outstanding. Immediately upon the action of the Board of Directors of the Company ordering the 4 exchange of any Rights, the right to exercise such Rights shall terminate. The Board of Directors, at its option, may substitute preferred stock for some or all of the Common Shares exchangeable for the Rights. Except as set forth above, the terms of the Rights may be amended by the Board of Directors of the Company without the approval of the Rights holders, (i) prior to the Distribution Date in any manner and (ii) on or after the Distribution Date to cure any ambiguity, to correct or supplement any provision of the Rights Agreement which may be defective or inconsistent with any other provisions, or in any manner not adversely affecting the interests of the holders of the Rights (excluding the interests of any Acquiring Person), or, subject to certain limitations, to shorten or lengthen any time period under the Rights Agreement. The Rights have certain anti-takeover effects. The Rights may cause substantial dilution to a person or group that attempts to acquire the Company without conditioning the offer on the Rights being redeemed or a substantial number of Rights being acquired. However, the Rights generally should not interfere with any merger or other business combination approved by the Board of Directors. 5
EXHIBITS 4.1 Rights Agreement, dated as of December 10, 1998, between Applied Microsystems Corporation, and ChaseMellon Shareholder Services, L.L.C., incorporated herein by reference from Exhibit 1 to the Company's Registration Statement on Form 8-A12B filed December 11, 1998. 99.1 Press release issued December 11, 1998. 99.2 Form of letter to shareholders
6 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. APPLIED MICROSYSTEMS CORPORATION Date: December 10, 1998 By: ----------------------------------------- A. James Beach Its: Vice President, Secretary, Treasurer and Chief Financial Officer 7 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION 4.1 Rights Agreement, dated December 10, 1998, between Applied Microsystems Corporation and ChaseMellon Shareholder Services, L.L.C., incorporated herein by reference from Exhibit 1 to the Company's Registration Statement on Form 8-A12B, dated December 11, 1998. 99.1 Press release issued December 11, 1998. 99.2 Form of letter to shareholders.
8 EX-99.1 2 EXHIBIT 99.1 SAMPLE PRESS RELEASE APPLIED MICROSYSTEMS CORPORATION ADOPTS A SHAREHOLDER RIGHTS PLAN Redmond, Washington, December 10, 1998 (Nasdaq: "APMC")--The Board of Directors of Applied Microsystems Corporation, a Washington corporation (the "Company"), today announced that it has adopted a shareholder rights plan (the "Rights Plan"). Pursuant to the Rights Plan, the Board declared a dividend distribution of one preferred share purchase right (a "Right") for each outstanding share of common stock of the Company. Each right will entitle shareholders to buy 1/100th of a share of the Company's Series A Preferred Stock at an exercise price of $30.00. The Rights will become exercisable upon the earlier to occur of a person or related group announcing an acquisition of 15% or more of the common stock of the Company or announcing the commencement of a tender or exchange offer which would result in ownership by the person or group of 15% or more of the common stock of the Company. The Company will be entitled to redeem the Rights at $0.01 per Right at any time on or before the acquisition by a person or group of 15% or more of the common stock of the Company and in certain circumstances to permit transactions where all of the Company's shareholders are treated equally. If, prior to redemption, exchange or expiration of the Rights, a person or group acquires 15% or more of the common stock of the Company, each Right not owned by a holder of 15% or more of the common stock will entitle its holder to purchase, at the Right's then current exercise price, that number of shares of common stock of the Company (or, in certain circumstances as determined by the Board, cash, other property or securities) having a market value at that time of twice the Right's exercise price. If, on or after the date a person or group acquires 15% or more of the common stock of the Company, the Company sells more than 50% of its assets or earning power or is acquired in a merger or other business combination transaction, the acquiring person must assume the obligations under the Rights Plan and the Rights will become exercisable to acquire Common Stock of the acquiring person at the same discounted price. At any time after an event triggering the exercisability of the Rights and prior to the acquisition by the acquiring person of 50% or more of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than those owned by the acquiring person or its affiliates) for common stock of the Company with a value per Right equal to the difference between the value of Common Shares issued upon exercise of the Right and the Purchase Price per Right (subject to adjustment under certain circumstances). The Rights are designed to assure that the Company's shareholders are treated equitably in the event of any proposed takeover of the Company and to guard against partial or two-tiered tender offers and other coercive tactics that can be designed to gain control of the Company without paying all shareholders the fair value for their shares, including a "control premium." The Rights may increase the Company's ability to negotiate with would be acquirors to maximize shareholder value. The dividend distribution will be made on or about December 21, 1998 to shareholders of record at the close of business on that date. The Company will mail to each shareholder a summary of the terms and conditions of the Rights within approximately two weeks after December 21, 1998. The Rights will expire December 21, 2008. Further details of the terms and conditions of the Rights will be set forth in a letter that will be mailed to all the Company's shareholders. ABOUT APPLIED MICROSYSTEMS CORPORATION Applied Microsystems Corporation (NASDAQ "APMC"), based in Redmond, WA, is a leader and innovator in embedded systems solutions. The Company's products help engineers and computer scientists develop, simulate, debug and test embedded products faster, more reliably and at a lower cost. For more information, visit the Company's home page on the World Wide Web: HTTP://WWW.AMC.COM. Except for the historical information contained herein, this news release discusses certain forward-looking matters that involve risks and uncertainties, including future market opportunities for products and relationships with third parties, customer order cycles and product acceptance, the management of growth, sufficient availability and retention of qualified personnel, changes in international operations including exchange rate risks, changes in market conditions for the Company's products and the other risks detailed from time-to-time in the Company's Security and Exchange Commission reports. 2 EX-99.2 3 EXHIBIT 99.2 APPLIED MICROSYSTEMS CORPORATION 5020 148TH AVENUE N.E. REDMOND, WASHINGTON 98052 DECEMBER 21, 1998 To our Shareholders: Your Board of Directors has adopted a Shareholder Rights Plan (the "Rights Plan"). To implement the Rights Plan, the Board of Directors has declared a dividend distribution of preferred share purchase rights (the "Rights") on the outstanding shares of the Company's common stock. This letter describes the Rights Plan and the Board's reasons for adopting it. The accompanying summary of Rights describes the terms of the Rights as set forth in the Rights Plan pursuant to which the Rights have been issued. The Rights are designed to protect and maximize the value of your interest in the Company. We believe that the Rights Plan, while not intended to prevent a takeover, will provide protection to you, our shareholders, from the abusive and coercive tactics that can occur in unsolicited takeover transactions. The Rights contain provisions to protect shareholders in the event of an unsolicited takeover attempt through such methods as a gradual accumulation of shares in excess of 15% of the outstanding stock followed by a two-tier tender offer or other tactics that do not treat all shareholders equally. These tactics may unfairly pressure shareholders, deprive them of the full value of their shares, or force them out of their investment without giving them any meaningful choice. With hundreds of other companies having established shareholder rights plans, we consider the Rights Plan to be the best available means of protecting the full value of your investment in the Company, while not preventing a fair acquisition offer for the Company. The Rights will initially trade with shares of the Company's common stock and have no impact on the way in which you can presently trade the Company's stock. As explained in more detail in the attached Summary of Rights, the Rights are not exercisable until after a person or group announces the acquisition of 15% or more of the Company's outstanding common stock or the commencement of a tender offer which would result in ownership by the person or group of 15% or more of the outstanding common stock. In implementing this Rights Plan, we have exercised our continued confidence in the Company's future and our determination that you, our shareholders, be given every opportunity to participate fully in that future. On behalf of the Board of Directors, Anthony A. Miadich Chairman of the Board of Directors -----END PRIVACY-ENHANCED MESSAGE-----