UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM
(Amendment No. 1)
CURRENT REPORT
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Explanatory Note
Hexcel Corporation (the “Company”) is filing this Amendment No. 1 on Form 8-K/A (this “Amendment”) to amend its Current Report on Form 8-K originally filed with the U.S. Securities and Exchange Commission on April 6, 2020 (the “Original Form 8-K”) to correct an administrative error with respect to the expiration date of the Rights (as defined below). Except as set forth below, this Amendment does not otherwise amend or update any information or exhibits originally set forth in or filed with the Original Form 8-K. This Form 8-K/A speaks as of the original filing date of the Original Form 8-K, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the Original Form 8-K, except as otherwise set forth in this Amendment.
In accordance with Rule 12b-15 of the Securities Exchange Act of 1934, as amended, the complete text of Item 3.03 of the Original Form 8-K, as amended by this Amendment, which form a part of, and should be read together with, the Original Form 8-K, are set forth below.
| Item 3.03. | Material Modification to Rights of Security Holders. |
On April 6, 2020, the Board of Directors of the Company (the “Board of Directors”) declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of common stock of the Company, par value $0.01 per share (“Company Common Stock”), and adopted a stockholder rights plan, as set forth in the Rights Agreement dated as of April 6, 2020 (the “Rights Agreement”), by and between the Company and American Stock Transfer & Trust Company, LLC, as rights agent. The dividend is payable on April 16, 2020 to Company stockholders of record as of the close of business on April 16, 2020.
In general terms, the Rights Agreement works by imposing a significant penalty upon any person or group which acquires 15% or more of the outstanding Company Common Stock without the approval of the Board of Directors. The Rights Agreement would not interfere with any merger or other business combination approved by the Board of Directors.
A summary of the terms of the Rights Agreement is as follows:
The Rights. The Rights will initially trade with, and will be inseparable from, the Company Common Stock. A Right will accompany any share of Company Common Stock issued after April 16, 2020 until the Distribution Date (as defined below) or the earlier expiration, exchange or redemption of the Rights.
Exercise Price. Each Right will allow its holder to purchase from the Company one one-hundredth of a share of Series A Junior Participating Preferred Stock (a “Preferred Share”) for $150.00 (the “Exercise Price”), once the Rights become exercisable. This portion of a Preferred Share will give the stockholder approximately the same dividend, voting and liquidation rights as would one share of Company Common Stock.
Exercisability. The Rights will not be exercisable until 10 days after the public announcement that a person or group has become an “Acquiring Person” (as defined in the Rights Agreement) by obtaining beneficial ownership of 15% or more of the outstanding Company Common Stock. Prior to exercise, the Right does not give its holder any dividend, voting, or liquidation rights.
The date when the Rights become exercisable is the “Distribution Date.” Until the Distribution Date, the Company Common Stock certificates, or, in the case of uncertificated shares, notations in the book-entry account system, will also evidence the Rights, and any transfer of shares of
Company Common Stock will constitute a transfer of the corresponding Rights. After the Distribution Date, the Rights will separate from the Company Common Stock and be evidenced by book-entry credits or by Rights certificates that the Company will mail to all eligible holders of Company Common Stock. Any Rights held by an Acquiring Person are null and void and may not be exercised.
Beneficial Ownership. Certain synthetic interests in securities created by derivative positions — whether or not such interests are considered to be ownership of the underlying Company Common Stock or are reportable for purposes of Regulation 13D of the Securities Exchange Act of 1934 — are treated as beneficial ownership of the number of shares of Company Common Stock equivalent to the economic exposure created by the derivative position, to the extent actual shares of the Company Common Stock are directly or indirectly held by counterparties to the derivatives contracts. Swaps dealers unassociated with any control intent or intent to evade the purposes of the stockholder rights plan are excepted from such imputed beneficial ownership.
Expiration. The Rights will expire on April 6, 2021.
Redemption. The Board of Directors may redeem the Rights for $0.001 per Right at any time before any person or group becomes an Acquiring Person. If the Board redeems any Rights, it must redeem all of the Rights. Once the Rights are redeemed, the only right of the holders of Rights will be to receive the redemption price of $0.001 per Right. The redemption price will be adjusted if there is a stock split of Company Common Stock or a dividend of Company Common Stock.
Anti-Dilution Provisions. The Board of Directors may adjust the purchase price of the Preferred Shares, the number of Preferred Shares issuable and the number of outstanding Rights to prevent dilution that may occur from a stock dividend, a stock split, a reclassification of the Preferred Shares or Company Common Stock. No adjustments to the Exercise Price of less than 1% will be made.
Amendments. The terms of the Rights Agreement may be amended by the Board of Directors without the consent of the holders of the Rights. After a person or group becomes an Acquiring Person, the Board of Directors may not amend the Rights Agreement in a way that adversely affects holders of the Rights.
Consequences of a Person or Group Becoming an Acquiring Person.
| ● | Flip In. If a person or group becomes an Acquiring Person, all holders of Rights except the Acquiring Person may, for the Exercise Price, purchase a number of shares of Company Common Stock with a market value of twice the Exercise Price, based on the market value of Company Common Stock prior to such acquisition. |
| ● | Exchange. After a person or group becomes an Acquiring Person, but before an Acquiring Person owns 50% or more of the outstanding shares of Company Common Stock, the Board may extinguish the Rights by exchanging one share of Company Common Stock or an equivalent security for each Right, other than Rights held by the Acquiring Person. |
| ● | Flip Over. If the Company is later acquired in a merger or similar transaction after the Distribution Date, all holders of Rights except the Acquiring Person may, for the Exercise Price, purchase shares a number of shares of the acquiring corporation with a market value of twice the Exercise Price, based on the market value of the acquiring corporation’s stock prior to such transaction. |
Preferred Share Provisions.
Each one one-hundredth of a Preferred Share, if issued:
| ● | will not be redeemable; |
| ● | will entitle its holder to quarterly dividend payments of $.01 per share, or an amount equal to the dividend paid on one share of Company Common Stock, whichever is greater; |
| ● | will entitle its holder upon liquidation either to receive $1.00 per share or an amount equal to the payment made on one share of Company Common Stock, whichever is greater; |
| ● | will have the same voting power as one share of Company Common Stock; and |
| ● | if shares of Company Common Stock are exchanged via merger, consolidation, or a similar transaction, will entitle holders to a per share payment equal to the payment made on one share of Company Common Stock. |
The value of one one-hundredth interest in a Preferred Share should approximate the value of one share of Company Common Stock.
The summary of the Rights Agreement set forth under this Item 3.03 is qualified in its entirety by reference to the complete terms and conditions of the Rights Agreement, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of the Rights Agreement is available free of charge from the Company upon request.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
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.
Dated: April 13, 2020
Hexcel Corporation
By: /s/ Gail E. Lehman
Name: Gail E. Lehman
Title: Executive Vice President, General Counsel and Secretary