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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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
RALCORP HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
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Missouri
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43-1766315 |
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(State of Incorporation or Organization)
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(I.R.S. Employer Identification no.) |
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800 Market Street, Suite 2900, St. Louis, MO
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63101 |
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(Address of principal executive offices)
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(zip code) |
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of Each Class
to be so Registered
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Name of Each Exchange on Which
Each Class is to be Registered |
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Rights to Purchase Series E Junior
Participating Cumulative Preferred Stock
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New York Stock Exchange |
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. þ
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. o
Securities Act registration statement file number to which this form relates: Not applicable
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
Item 1. Description of Registrants Securities to be Registered.
On May 4, 2011, the Board of Directors of Ralcorp Holdings, Inc. (the Company) declared a
dividend distribution of one preferred stock purchase right (a Right) for each outstanding share
of Common Stock, par value $0.01 per share, of the Company (the Common Stock). The dividend
distribution is payable on May 14, 2011 to the shareholders of record as of the close of business
on that date. Except as set forth below, each Right entitles the registered holder to purchase
from the Company one one-ten thousandth of a share of Series E Junior Participating Cumulative
Preferred Stock, par value $0.01 per share, of the Company (the Preferred Stock) at a price of
$200.00 per one one-ten thousandth of a share of Preferred Stock (the Purchase Price), subject to
adjustment. The description and terms of the Rights are set forth in a Shareholder Protection
Rights Agreement (the Rights Agreement) between the Company and Computershare Trust Company,
N.A., as Rights Agent (the Rights Agent).
Until the earlier to occur of (i) the close of business on the tenth business day following
the date of public announcement or the date on which the Company first has notice or determines
that a person or group of affiliated or associated persons (other than the Company, any subsidiary
of the Company, any employee benefit plan of the Company) (an Acquiring Person) has acquired, or
obtained the right to acquire, 10% or more of the Common Stock without the prior express written
consent of the Company executed on behalf of the Company by a duly authorized officer of the
Company following express approval by action of at least a majority of the members of the Board of
Directors then in office (the Stock Acquisition Date) or (ii) the close of business on the tenth
business day (or such later date as may be determined by action of the Board of Directors but not
later than the tenth business day after such time as any such person or group becomes an Acquiring
Person) following the commencement of a tender offer or exchange offer, without the prior written
consent of the Company, by a person (other than the Company, any subsidiary of the Company, any
employee benefit plan of the Company) which, upon consummation, would result in such persons
beneficial ownership of 10% or more of the outstanding shares of voting stock of the Company (the
earlier of the dates in clause (i) or (ii) above being called the Distribution Date), the Rights
will be evidenced, with respect to any of the Common Stock certificates outstanding as of the
Record Date, by such Common Stock certificates.
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 Companys Common
Stock. Until the Distribution Date (or earlier redemption, exchange or expiration of the Rights),
new Common Stock certificates issued after the Record Date upon transfer or new issuances of Common
Stock will contain a notation 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 certificates for shares of Common Stock outstanding as of the Record Date, even
without such notation or a copy of this Summary of Rights, will also constitute the transfer of the
Rights associated with the Common Stock represented by such certificate. As soon as practicable
following the Distribution Date, separate certificates evidencing the Rights (Right Certificates)
will be mailed to holders of record of the Common Stock as of the close of business on the
Distribution Date and such separate certificates alone will then evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights will expire, if not
previously exercised, on May 4, 2014 (the Final Expiration Date), unless the Final Expiration
Date is extended or unless the Rights are earlier redeemed or exchanged by the Company.
The Purchase Price payable, and the number of shares of Preferred 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 case of specified events, including (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 or purchase
Preferred Stock at a price, or securities convertible into Preferred Stock with a conversion price,
less than the then-current market price of the Preferred Stock or (iii) upon the distribution to
holders of the Preferred Stock of evidences of indebtedness, cash or assets (excluding regular
periodic cash dividends or dividends payable in Preferred Stock) or of subscription rights or
warrants (other than those referred to above).
The number of outstanding Rights and the number of one one-ten thousandths of a share of
Preferred Stock issuable upon exercise of each Right are also subject to adjustment in the event of
a stock split of the Common Stock or a stock dividend on the Common Stock payable in shares of
Common Stock or subdivisions, consolidations or combinations of the Common Stock occurring, in any
such case, prior to the Distribution Date.
Shares of Preferred Stock or fractions thereof purchasable upon exercise of the Rights will
not be redeemable. Each share of Preferred Stock will have a preferential dividend in an amount
equal to the greater of $100 or 10,000 times any dividend declared on each share of Common Stock.
In the event of liquidation, the holders of the Preferred Stock will receive a preferred
liquidation payment per share of equal to $10,000 per share, plus an amount equal to accrued and
unpaid dividends and distributions, whether or not declared. Each share of Preferred Stock will
have 10,000 votes per share, voting together with the Common Stock. In the event of any merger,
consolidation or other transaction in which shares of Common Stock are converted or exchanged, each
share of Preferred Stock will be entitled to receive 10,000 times the amount and type of
consideration received per share of Common Stock. The rights of the Preferred Stock as to
dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by
customary antidilution provisions.
Because of the nature of the Preferred Stocks dividend and liquidation rights, the value of
the one one-ten thousandth interest in a share of Preferred Stock purchasable upon exercise of each
Right should approximate the value of one share of Common Stock.
If any person or group (other than the Company, any subsidiary of the Company or any employee
benefit plan of the Company) acquires beneficial ownership of 10% or more of the Common Stock
without the prior written consent of the Board of Directors, each Right, except those held by such
persons, would entitle each holder of a Right to acquire such number of shares of the Common Stock
as shall equal the result obtained by multiplying the then current Purchase Price by the number of
one one-ten thousandths of a share of Preferred Stock for which a Right is then exercisable and
dividing that product by 50% of the then current per-share market price of Common Stock.
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If any person or group (other than the Company, any subsidiary of the Company or any employee
benefit plan of the Company) acquires more than 10% but less than 50% of the outstanding Common
Stock without prior written consent of the Board of Directors, each Right, except those held by
such persons, may be exchanged by the Board of Directors for one share of Common Stock.
If, after a person has become an Acquiring Person, the Company were acquired in a merger or
other business combination transaction where the Company is not the surviving corporation or where
Common Stock is exchanged or changed or 50% or more of the Companys assets or earnings power is
sold in one or several transactions, each Right would entitle the holders thereof (except for the
Acquiring Person) upon exercise to receive such number of shares of the acquiring companys common
stock as shall be equal to the result obtained by multiplying the then current Purchase Price by
the number of one one-ten thousandths of a share of Preferred Stock for which a Right is then
exercisable and dividing that product by 50% of the then current market price per share of the
common stock of the acquiring company on the date of such merger or other business combination
transaction.
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 shares of
Preferred Stock will be issued (other than fractions which are integral multiples of one one-ten
thousandth of a share of Preferred Stock, 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 Preferred Stock on the last trading day prior to the date of exercise.
At any time prior to the date an Acquiring Person becomes such, the Board of Directors of the
Company may redeem the Rights in whole, but not in part, at a price of $0.001 per Right (the
Redemption Price). The redemption of the Rights may be made effective at such time, on such
basis, in such form, and 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 in any manner which it may deem necessary or desirable;
provided, however, that the after such time as any person becomes an Acquiring Person, the Company
may supplement or amend the Rights Agreement to make such changes (i) that shall not materially
adversely affect the interests of the holders of Rights or (ii)(a) in order to cure any ambiguity;
(b) to correct or supplement any provision contained in the agreement that may be inconsistent with
any other provisions or otherwise defective, or (c) subject to certain exceptions, to shorten or
lengthen any time period therein.
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 description set forth herein is only a summary of the principal features of the Rights and
the Rights Agreement and is qualified in its entirety by reference to the Rights Agreement (which
includes the Form of Right Certificate as Exhibit A and the Form of Certificate of
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Designations for Series E Junior Participating Cumulative Preferred Stock as Exhibit C), which
is attached hereto as Exhibit 4.1 and incorporated herein by reference.
Item 2. Exhibits.
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Number |
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Description |
4.1
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Shareholder Protection Rights Agreement dated May 4, 2011, by and
between Ralcorp Holdings, Inc. and Computershare Trust Company,
N.A., as Rights Agent, which includes the Form of Right Certificate
as Exhibit A and the Form of Certificate of Designations for Series
E Junior Participating Cumulative Preferred Stock as Exhibit C
(filed as Exhibit 4.1 to the Companys Form 8-K on May 4, 2011 and
incorporated by reference herein). |
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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.
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RALCORP HOLDINGS, INC.
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By: |
/s/ T.G. Granneman
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T.G. Granneman |
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Corporate Vice President and
Chief Accounting Officer |
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Date: May 4, 2011
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Exhibit Index
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Number |
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Description |
4.1
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Shareholder Protection Rights Agreement dated May 4, 2011, by and
between Ralcorp Holdings, Inc. and Computershare Trust Company,
N.A., as Rights Agent, which includes the Form of Right Certificate
as Exhibit A and the Form of Certificate of Designations for Series
E Junior Participating Cumulative Preferred Stock as Exhibit C
(filed as Exhibit 4.1 to the Companys Form 8-K on May 4, 2011 and
incorporated by reference herein). |
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