0000076267-95-000014.txt : 19950811 0000076267-95-000014.hdr.sgml : 19950811 ACCESSION NUMBER: 0000076267-95-000014 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950810 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PARK ELECTROCHEMICAL CORP CENTRAL INDEX KEY: 0000076267 STANDARD INDUSTRIAL CLASSIFICATION: PRINTED CIRCUIT BOARDS [3672] IRS NUMBER: 111734643 STATE OF INCORPORATION: NY FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-04415 FILM NUMBER: 95560751 BUSINESS ADDRESS: STREET 1: 5 DAKOTA DR CITY: LAKE SUCCESS STATE: NY ZIP: 11042 BUSINESS PHONE: 5163544100 MAIL ADDRESS: STREET 1: 5 DAKOTA DR CITY: LAKE SUCCESS STATE: NY ZIP: 11042 8-A12B/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-A/A Amendment No. 1 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 PARK ELECTROCHEMICAL CORP. (Exact name of registrant as specified in its charter) New York 11-734643 (State of incorporation or organization) (I.R.S. Employer Identification No.) 5 Dakota Drive Lake Success, New York 11042 (Address of principal executive offices) Zip Code If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A(c)(1) please check the following box. [ ] If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A(c)(2) please check the following box. [ ] Securities 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 Preference Share Purchase Rights New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None (Title of Class) Park Electrochemical Corp., a New York corporation (the "Company"), hereby amends the following items of its Registration Statement on Form 8-A filed February 15, 1989. Item 1. Description of Registrant's Securities to be Registered The Board of Directors of the Company has effected a distribution of one preferred stock purchase right (collectively, the "Rights") per outstanding share of Common Stock of the Company, $.10 par value per share (the "Common Stock"), held of record on February 15, 1989 or issued thereafter and prior to the Distribution Date (as defined below). The terms of the Rights have been amended effective July 12, 1995. Each Right entitles the holder thereof to purchase from the Company one one-hundredth (1/100th) of a share of a new series of Preferred Stock of the Company, $1.00 par value per share, designated as Series A Preferred Stock (the "Preferred Stock"), at a price of $150.00 (the "Purchase Price") per each one one-hundredth of a share, subject to adjustment. The description and terms of the Rights are set forth in an Amended and Restated Rights Agreement, dated as of July 12, 1995 (the "Rights Agreement") between the Company and Registrar & Transfer Company, as Rights Agent (the "Rights Agent"). Capitalized terms used but not defined herein shall have the respective meanings assigned such terms in the Rights Agreement. A copy of the Rights Agreement may be obtained by shareholders of the Company free of charge from the Company by written request to Park Electrochemical Corp., 5 Dakota Drive, Lake Success, New York 11042. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated herein by reference. Until the Distribution Date, the Rights shall not be exercisable and shall be evidenced only by certificates representing shares of Common Stock. The term "Distribution Date" means the earlier of (i) the tenth day after the date of the first public announcement by the Company or a Person that such Person, other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any Share Affiliate (unless such Share Affiliate becomes the Beneficial owner of more than 25% of the shares of Common Stock then outstanding) alone or together with Affiliates and Associates (an "Acquiring Person"), has become the beneficial owner of 15% (or 25% in certain cases) or more of the then outstanding shares of Common Stock or (ii) the tenth Business Day (or such later date as may be determined by the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, or public announcement of the intent to commence, a tender or exchange offer by any Person, other than the Company, any Subsidiary of the Company, any employee benefit plan of the company or any Subsidiary of the Company or any Shore Affiliate, for 15% or more of the then outstanding shares of Common Stock. "Shore Affiliate" is defined as Mr. Jerry Shore, his estate, any trust or foundation created by him to hold any of his shares of Common Stock, any of his lineal descendants and any transferee of shares of Common Stock owned by Jerry Shore by will or pursuant to the laws of descent and distribution or any corporation, partnership or other entity which is an Affiliate of Jerry Shore or his estate or of any such trust, foundation, lineal descendent or transferee by reason of the control of such corporation, partnership or other entity by Jerry Shore or his estate or any one or more of such trusts, foundations, lineal descendants or transferees. The Rights Agreement may be amended in such a manner as the Board of Directors and Rights Agent may deem necessary or desirable so long as the interests of the holders of the Rights are not materially adversely affected, as determined in good faith by the Board of Directors. Until the Distribution Date, the Rights will be evidenced by the certificates for Common Stock and will be transferable only in connection with the transfer of the Common Stock. As soon as practicable after the Distribution Date, separate certificates evidencing the Rights (the "Rights Certificates") shall 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 shall evidence the Rights. The Rights (and the Rights Certificates, if issued) shall expire on July 12, 2005 (the "Final Expiration Date"), unless earlier redeemed or exchanged by the Company as described below. After the Distribution Date, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby to acquire shares of Preferred Stock upon surrender of the Rights Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent, together with payment of the Purchase Price for each one one-hundredth of a share of Preferred Stock for which such Rights are being exercised. The Rights must be exercised prior to the earliest of the Final Expiration Date or the date on which the Rights are redeemed or exchanged. Upon liquidation, dissolution or winding up of the Company, the holders of the Preferred Stock shall receive an amount equal to accrued and unpaid dividends plus an amount equal to the greater of (i) $100 per share of Preferred Stock or (ii) an aggregate amount per share equal to 100 times the aggregate amount distributable per share with respect to the Common Stock, before any distribution is made to holders of shares of stock ranking junior to the Preferred Stock. Dividends on outstanding shares of Preferred Stock shall be payable quarterly, on a cumulative basis, at the annual rate of 5% per annum (calculated as a percent of the liquidation value per share of $100), in cash. Unpaid dividends shall cumulate and be compounded quarterly. The Preferred Stock may not be redeemed by the Company. The Preferred Stock shall not have voting rights except as required by law. The Purchase Price and the number of shares of Preferred Stock issuable upon exercise of the Rights are subject to adjustment from time to time in the event, among other things, of the subdivision, combination or reclassification of the Preferred Stock or the Common Stock. In the event that after a Person becomes an Acquiring Person, (a) the Company shall, or shall agree or become obligated to, consolidate with or merge with or into any other Person, (b) any Person shall, or shall agree or become obligated to, consolidate with or merge with or into the Company, whether or not the Company's securities remain outstanding and unchanged thereby, or (c) the Company or any of its subsidiaries shall, or shall agree or become obligated to, sell or otherwise transfer more than 50% of the assets of the Company and its subsidiaries (taken as a whole) or assets which, during any of the immediately preceding three fiscal years, accounted for more than 50% of the net profits or more than 50% of the gross revenue of the Company and its subsidiaries (taken as a whole) to any Person, other than the Company or one or more of its wholly-owned subsidiaries, then, should any of the events described in (a) through (c) occur, to the extent permitted by applicable law, the Company will take such action as will be necessary to ensure, and will not enter into or consummate any such merger, consolidation, sale, transfer or other transaction which does not provide, that each holder of a Right, other than Rights of an Acquiring Person (which will have become void), shall have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a share of Preferred Stock for which a Right is then exercisable, and in lieu of shares of Preferred Stock, such number of shares of Common Stock of the other party to the transaction (or, in certain instances, of the survivor of a merger or consolidation) as shall equal the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a share of Preferred Stock for which a Right is then exercisable and dividing that product by (B) 50% of the then current per share market price of the shares of Common Stock of the other party. In the event that any Person should become an Acquiring Person, each holder of a Right shall thereafter have a right to receive, upon exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a share of Preferred Stock for which a Right is then exercisable, and in lieu of shares of Preferred Stock, such number of shares of Common Stock of the Company as shall equal the result obtained by (x) multiplying the then current Purchase Price by the number of one one-hundredths of a share of Preferred Stock for which a Right is then exercisable and dividing that product by (y) 50% of the then current per share market price of the Common Stock of the Company. Each Right is exercisable once only, with such exercise, depending upon the conditions and circumstances existing at such time, for the purpose of acquiring either shares of Preferred Stock or the other shares, as the case may be. After Rights Certificates have been issued, exercise of the Rights to acquire shares of Preferred Stock or for any other purpose requires surrender of the Rights Certificates and other documents, and the taking of the other action, called for by the Rights Agreement. The Company may, at its option, upon action of the Board of Directors, at any time prior to such time as any Person becomes an Acquiring Person, redeem all but not less than all the Rights at a price of $.01 per Right. The redemption of the Rights by the Board of Directors 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. Except as otherwise required by law, immediately upon the action of the Board of Directors ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive the price to be paid on redemption. Within 15 days of the action of the Board of Directors ordering redemption of the Rights, the Company shall give notice of such redemption, by mail, to all holders of the then outstanding Rights at their last known addresses as they appear on the registry books of the Rights Agent, or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. The Board of Directors may, at its option, at any time after any Person becomes an Acquiring Person and before any Person (other than the Company or any Subsidiary of the Company or any employee benefit plan of them or any Shore Affiliate), together with all its Affiliates and Associates, becomes the beneficial owner of 50% or more of the Common Stock of the Company then outstanding, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void) for Common Stock at an exchange ratio of one share of Common Stock per Right. Neither the Rights nor the Rights Certificates, themselves, confer upon a holder thereof, as such, any rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. At no time shall the holder of a Right or a Rights Certificate have any rights other than as specifically set forth in the Rights Agreement. Item 2. Exhibits (1) Amended and Restated Rights Agreement, dated as of July 12, 1995, between Park Electrochemical Corp. and Registrar & Transfer Company, as Rights Agent. The Rights Agreement includes the form of Certificate of Amendment of the Certificate of Incorporation of the registrant setting forth the terms of the Series A Preferred Stock, $1.00 par value per share, as Exhibit A thereto, and the form of Rights Certificate, as Exhibit B thereto. 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. Date: August 7, 1995 PARK ELECTROCHEMICAL CORP. By:________________________ Brian Shore Executive Vice President EXHIBIT INDEX No. Description 1 Amended and Restated Rights Agreement, dated as of July 12, 1995, between Park Electrochemical Corp. and Registrar & Transfer Company, as Rights Agent. The Rights Agreement includes the form of Certificate of Amendment of the Certificate of Incorporation of the Registrant setting forth the terms of the Series A Preferred Stock, $1.00 par value per share, as Exhibit A thereto, and the form of Rights Certificate, as Exhibit B thereto. EX-99 2 PARK ELECTROCHEMICAL CORP. and REGISTRAR & TRANSFER COMPANY, as Rights Agent AMENDED AND RESTATED RIGHTS AGREEMENT Dated as of July 12, 1995 TABLE OF CONTENTS Page Section 1. Certain Definitions. . . . . . . . . . . . . . . 2 Section 2. Appointment of Rights Agent. . . . . . . . . . . 7 Section 3. Issue of Right Certificates. . . . . . . . . . . 8 Section 4. Form of Right Certificates . . . . . . . . . . . 10 Section 5. Countersignature and Registration. . . . . . . . 11 Section 6. Transfer, Split Up, Combination and Exchange of Right Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates . . . . . . . . . . . 12 Section 7. Exercise of Rights; Purchase Price; Expiration of Rights. . . . . . . . . . . . . . . . . . . . . 14 Section 8. Cancellation and Destruction of Right Certificates . . . . . . . . . . . . . . . . . . . 15 Section 9. Reservation and Availability of Preferred Stock. 16 Section 10. Preferred Stock Record Date. . . . . . . . . . . 17 Section 11. Adjustment of Purchase Price, Number of Shares or Number of Rights. . . . . . . . . . . . . . . . 18 Section 12. Certificate of Adjusted Purchase Price or Number of Shares . . . . . . . . . . . . . . . . . 23 Section 13. Consolidation, Merger, Sale or Transfer of Assets or Earning Power or Certain Other Transactions.. . . . . . . . . . . . . . . . . . . 24 Section 14. Depositary Receipts. . . . . . . . . . . . . . . 31 Section 15. Rights of Action . . . . . . . . . . . . . . . . 32 Section 16. Agreement of Right Holders . . . . . . . . . . . 33 Section 17. Right Certificate Holder Not Deemed a Stockholder. . . . . . . . . . . . . . . . . . . . 33 Section 18. Concerning the Rights Agent. . . . . . . . . . . 34 Section 19. Merger or Consolidation or Change of Name of Rights Agent . . . . . . . . . . . . . . . . . . . 35 Section 20. Duties of Rights Agent . . . . . . . . . . . . . 36 Section 21. Change of Rights Agent . . . . . . . . . . . . . 39 Section 22. Issuance of New Right Certificates. . . . . . . 41 Section 23. Redemption and Termination.. . . . . . . . . . . 41 Section 24. Exchange . . . . . . . . . . . . . . . . . . . . 43 Section 25. Notice of Certain Events After the Distribution Date . . . . . . . . . . . . . . . . . . . . . . . 46 Section 26. Notices. . . . . . . . . . . . . . . . . . . . . 46 Section 27. Supplements and Amendments . . . . . . . . . . . 47 Section 28. Successors . . . . . . . . . . . . . . . . . . . 48 Section 29. Benefits of This Agreement . . . . . . . . . . . 48 Section 30. Severability . . . . . . . . . . . . . . . . . . 48 Section 31. Governing Law. . . . . . . . . . . . . . . . . . 48 Section 32. Counterparts . . . . . . . . . . . . . . . . . . 49 Section 33. Descriptive Headings . . . . . . . . . . . . . . 49 Exhibit A- Form of Certificate of Designations Exhibit B - Form of Right Certificate AMENDED AND RESTATED RIGHTS AGREEMENT This Amended and Restated Rights Agreement, dated as of July 12, 1995, between Park Electrochemical Corp., a New York corporation (the "Company"), and Registrar & Transfer Company (the "Rights Agent"). W I T N E S S E T H WHEREAS, on February 2, 1989 the Board of Directors of the Company authorized and declared a distribution of one Right for each share of Common Stock, $.10 par value per share, of the Company outstanding on February 15, 1989 (the "Record Date") and authorized the issuance of one Right for each share of such Com- mon Stock of the Company issued between the Record Date and the Distribution Date (as such term is hereinafter defined in Section 3 hereof), each Right representing the right to purchase one one- hundredth of a share of Series A Preferred Stock, $1.00 par value per share, of the Company having the rights and preferences set forth in a Certificate of Amendment to the Certificate of Incorporation in the form of Exhibit A hereto (the "Preferred Stock"), upon the terms and subject to the conditions set forth in a Rights Agreement (the "Original Rights Agreement") dated as of February 15, 1989 (the "Rights"); and WHEREAS, the Company desires to amend and restate the Original Rights Agreement in its entirety pursuant to Section 26 of the Original Rights Agreement; NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree to amend and restate the Original Rights Agreement in its entirety as follows: Section 1. Certain Definitions. For purposes of this Agreement, the following terms have the meanings indicated: (a) "Acquiring Person" shall mean any Person (as such term is hereinafter defined) who or which, together with all Affiliates (as such term is hereinafter defined) and Associates (as such term is hereinafter defined) of such Person, is the Beneficial owner (as such term is hereinafter defined) of 15% or more of the shares of Common Stock then outstanding, but shall not include the Company, any subsidiary of the Company, any employee benefit plan of the Company or any subsidiary of the Company or any entity holding shares of Common Stock and which was organized, appointed or established by the Company or any subsidiary of the Company for or pursuant to the terms of any such plan. Notwithstanding the foregoing (i) no Shore Affiliate (as such term is hereinafter defined) shall be deemed an Acquiring Person unless such Shore Affiliate becomes the Beneficial owner of more than 25% of the shares of Common Stock then outstanding and (ii) no Person (including any Shore Affiliate) shall become an "Acquiring Person" as the result of an acquisition of shares of Common Stock by the Company which, by reducing the number of shares outstanding, increases the proportionate number of shares beneficially owned by such Person to 15% or more (or more than 25% in the case of any Shore Affiliate) of the Common Stock of the Company then outstanding; provided, however, that if a Person shall become the Beneficial owner of 15% or more (or more than 25% in the case of any Shore Affiliate) of the Common Stock of the Company then outstanding by reason of share purchases by the Company and shall, after such share purchases by the Company, become the Beneficial owner of any additional Common Stock of the Company, then such Person shall (unless after giving effect to such purchase such Person is not the Beneficial owner of 15% or more (or 25% or more in the case of a Shore Affiliate) of the Common Stock then outstanding) be deemed to be an "Acquiring Person". Notwithstanding the foregoing, if the Board of Directors (as such term is hereinafter defined) determines in good faith that a Person who would otherwise be an "Acquiring Person", as defined pursuant to the foregoing provisions of this paragraph (a), has become such inadvertently, and such Person divests as promptly as practicable a sufficient number of shares of Common Stock so that such Person would no longer be an "Acquiring Person", as defined pursuant to the foregoing provisions of this paragraph (a), then such Person shall not be deemed to be an "Acquiring Person" for any purposes of this Agreement. (b) "Affiliate" and "Associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations, as in effect on the date hereof, under the Securities Exchange Act of 1934 (the "Exchange Act"). (c) A Person shall be deemed the "Beneficial owner" of, and shall be deemed to "beneficially own" any securities: (i) which such Person or any of such Person's Af- filiates or Associates beneficially owns, directly or indirectly; (ii) which such Person or any of such Person's Affiliates or Associates has (A) the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding (whether or not in writing and other than customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities), or upon the exercise of conversion rights, exchange rights, rights (other than the Rights), warrants or options, or otherwise; provided, however, that a Person shall not be deemed the "Beneficial owner" of, or to "beneficially own", securities tendered pursuant to a tender or exchange offer made by or on behalf of such Person or any of such Person's Affiliates or Associates until such tendered securities are accepted for purchase or exchange; or (B) the right to vote pursuant to any agreement, arrangement or understanding (whether or not in writing); provided, however, that a Person shall not be deemed the "Beneficial owner" of, or to "beneficially own", any security under this clause (B) if the agreement, arrangement or understanding to vote such security (1) arises solely from a revocable proxy or consent given to such Person in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable rules and regulations of the Exchange Act and (2) is not also then reportable by such person on Schedule 13D under the Exchange Act (or any comparable or successor report); or (iii) which are beneficially owned, directly or indirectly, by any other Person with which such Person or any of such Person's Affiliates or Associates has or has had any agreement, arrangement or understanding (whether or not in writing and other than customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities) for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy as described in clause (B) of subparagraph (ii) of this paragraph (c)) or disposing of any securities of the Company. Notwithstanding anything in this paragraph (c) to the contrary, the phrase "then outstanding", when used with reference to a Person's beneficial ownership of securities of the Company, shall mean the number of such securities then issued and outstanding together with the number of such securities not then actually issued and outstanding which such Person would be deemed to own beneficially hereunder. (d) "Board of Directors" shall mean the Board of Directors of the Company. (e) "Business Day" shall mean any day other than a Saturday, a Sunday, or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close. (f) "Close of Business" on any given date shall mean 5:00 P.M., New York City time, on such date; provided, however, that if such date is not a Business Day it shall mean 5:00 P.M., New York City time, on the next succeeding Business Day. (g) "Common Stock" shall mean the Common Stock, $.10 par value per share, of the Company except that "Common Stock" when used with reference to any Person other than the Company shall mean the capital stock with the greatest voting power of such Person or, if such other Person is a subsidiary of another Person which is a corporation, the corporation which ultimately controls such first-mentioned Person. For purposes of this Agreement, a corporation "ultimately controls" another corporation if the controlling corporation, directly or indirectly, through one or more subsidiaries or otherwise, beneficially owns 50% or more of the outstanding principal voting securities of the controlled corporation, but no other corporation beneficially owns more than 50% of the controlling corporation's outstanding principal voting securities; provided that if pursuant to the foregoing there would be more than one corporation "ultimately controlling" another corporation, then the corporation with the greatest tangible net worth as of the date of measurement shall be deemed the sole "ultimately controlling" corporation. (h) "Person" shall mean any individual, firm, corporation, partnership or other entity and may, unless the context otherwise requires include an Acquiring Person or the Company. (i) "Shares Acquisition Date" shall mean the date of the first public announcement by the Company or an Acquiring Person that an Acquiring Person has become such. (j) "Shore Affiliate" shall mean Jerry Shore, his estate or any trust or foundation created by him to hold any of his shares of Common Stock, any of his lineal descendents and any transferee of shares of Common Stock owned by Jerry Shore by will or pursuant to the laws of descent and distribution or any corporation, partnership or other entity which is an Affiliate of Jerry Shore or his estate or of any such trust, foundation, lineal descendent or transferee by reason of the control of such corporation, partnership or other entity by Jerry Shore or his estate or any one or more of such trusts, foundations, lineal descendents or transferees. Any determination required by the definitions contained in this Section 1 shall be made by the Board of Directors and such determination shall be final and binding. Section 2. Appointment of Rights Agent. The Company hereby appoints the Rights Agent to act as agent for the Company and the holders of the Rights (who, in accordance with Section 3 hereof, shall prior to the Distribution Date (as such term is hereinafter defined) also be the holders of the Common Stock) in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Company may from time to time appoint such Co-Rights Agents as it may deem necessary or desirable. Section 3. Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date, or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, or first public announcement of the intent of any Person or Persons (other than the Company, any subsidiary of the Company, any employee benefit plan of the Company or any subsidiary of the Company or any entity holding shares of Common Stock and which was organized, appointed or established by the Company or any subsidiary of the Company for or pursuant to the terms of any such plan or any Shore Affiliate) to commence, a tender or exchange offer for 15% or more of the then outstanding shares of Common Stock (such date being herein referred to as the "Distribution Date"), (x) the Rights shall be evidenced by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, (y) the Rights will be transferable only in connection with the transfer of Common Stock and only to the transferee thereof, and (z) the transfer of Common Stock shall constitute the transfer of the Rights evidenced by the certificate for such Common Stock. As soon as practicable after the Distribution Date, the Rights Agent shall send by first-class, postage-prepaid mail, which may in its discretion be insured, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a right certificate, in substantially the form of Exhibit B hereto (the "Right Certificates"), evidencing, in one or more certificates as determined by the Rights Agent, one Right for each share of Common Stock held. As of and after the Distribution Date, the Rights shall be evidenced solely by such Right Certificates. (b) As soon as practicable after the Record Date, the Agent sent a copy of a summary of the Rights, in substantially the form of Exhibit C to the Original Rights Agreement (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock outstanding as of the Record Date, until the Distribution Date the Rights shall be evidenced by such certificates and the registered holders thereof shall also be the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any of the certificates for Common Stock shall also constitute the transfer of the Rights associated with such Common Stock represented by such certificates. (c) Certificates for Common Stock which become outstanding after the date hereof but prior to the earlier of the Distribution Date, the Redemption Date (as such term is hereinafter defined) and the Final Expiration Date (as such term is hereinafter defined) shall be deemed also to be certificates for Rights, and shall have impressed on, printed on, written on or otherwise affixed to them the following legend (or, until certificates containing such legend are available, the legend provided by Section 3(c) of the Original Rights Agreement): This certificate also evidences and entitles the holder hereof to certain Rights (the "Rights") as set forth in an Amended and Restated Rights Agreement between Park Electrochemical Corp. and Registrar & Transfer Company, as Rights Agent, dated as of July 12, 1995 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the executive offices of Park Electrochemical Corp. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Park Electrochemical Corp. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, Rights issued to Acquiring Persons (as defined in the Rights Agreement) and any subsequent holder of such Rights may be limited. With respect to such certificates containing the foregoing legend (or the legend provided by Section 3(c) of the Original Rights Agreement), until the Distribution Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. Section 4. Form of Right Certificates. The Right Certificates (and the forms of election to purchase shares of Preferred Stock and of assignment to be printed on the reverse thereof) shall each be substantially in the form of Exhibit B hereto and may have such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed, or to conform to usage. Subject to the provisions of Section 22 hereof, the Right Certificates, whenever distributed, shall be dated as of the Distribution Date, and shall entitle the holders thereof to purchase such number of one-hundredths of a share of Preferred Stock as shall be set forth therein at the price for each one-hundredth of a share set forth therein (the "Purchase Price"), as stated in Section 7(b), but the number of such one- hundredths of a share and the Purchase Price for each one- hundredth of a share shall be subject to adjustment as provided herein. Section 5. Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent, and issued and delivered by the Company with the same force and effect as though the person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer. Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its offices in Cranford, New Jersey, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates (which, subject to the provisions of Section 22 hereof, shall be as of the Distribution Date). Section 6. Transfer, Split Up, Combination and Exchange of Right Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates. After the Distribution Date, any Right Certificate or Certificates may be transferred, split up, combined or exchanged for another Right Certificate or Right Certificates, entitling the registered holder to purchase a like number of one-hundredths of a share of Preferred Stock as the Right Certificate or Right Certificates surrendered then entitled such holder to purchase. Any registered holder desiring to transfer, split up, combine or exchange any Right Certificate shall make such request in writing delivered to the Rights Agent, and shall surrender the Right Certificate or Right Certificates to be transferred, split up, combined or exchanged at the office of the Rights Agent. Thereupon the Rights Agent shall countersign and deliver to the Person entitled thereto a Right Certificate or Right Certificates, as the case may be, as so requested. The Company may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Right Certificates. Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Right Certificate, and, in the case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them, and reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of the Right Certificate if mutilated, the Company will execute and deliver a new Right Certificate of like tenor to the Rights Agent for countersignature and delivery to the registered owner in lieu of the Right Certificate so lost, stolen, destroyed or mutilated. Notwithstanding any provision herein to the contrary, Right Certificates may only be issued in denominations entitling the registered holder thereof to purchase one-hundredth of a share of Preferred Stock or an integral multiple thereof. Section 7. Exercise of Rights; Purchase Price; Expiration of Rights. (a) Except as otherwise provided herein, the registered holder of any unexercised Right Certificate may, subject to the second paragraph of Section 11(a)(ii), exercise the Rights evidenced thereby at any time after the Distribution Date and prior to the earliest of (i) July 12, 2005 (the "Final Expiration Date"), (ii) the date on which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date") or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the office of the Rights Agent, together with payment of the Purchase Price for each one- hundredth of a share of Preferred Stock for which such Rights are being exercised. (b) The Purchase Price for each one-hundredth of a share of Preferred Stock upon the exercise of a Right shall be $150.00, shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof but at no time shall be less than required by applicable law and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly executed, accompanied by payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer tax in cash, or by certified check or bank draft payable to the order of the Company, the Rights Agent shall thereupon promptly (i) requisition from the Company or any transfer agent of the Preferred Stock certificates (or scrip if the Company determines, or is required by law or the rules of any exchange, to use same) for the number of shares of Preferred Stock to be purchased and the Company hereby agrees to comply and hereby irrevocably authorizes its transfer agent to comply with all such requests, and (ii) promptly after receipt of such certificates or scrip, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate previously surrendered, registered in such name or names as may be designated by such holder. (d) In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to such holder's duly authorized assigns. Section 8. Cancellation and Destruction of Right Certificates. All Right Certificates surrendered for the purpose of exercise, transfer, split up, combination or exchange shall, if surrendered to the Company or any of its agents, be delivered to the Rights Agent for cancellation or in cancelled form, or, if surrendered to the Rights Agent, shall be cancelled by it, and no Right Certificates shall be issued in lieu thereof except as expressly permitted by this Rights Agreement. The Company shall deliver to the Rights Agent for cancellation and retirement, and the Rights Agent shall so cancel and retire, any other Right Certificate purchased or acquired by the Company otherwise than upon the exercise thereof. The Rights Agent shall deliver all cancelled Right Certificates to the Company, or shall, at the written request of the Company, destroy such cancelled Right Certificates, and in such case shall deliver a certificate of destruction thereof to the Company. Section 9. Reservation and Availability of Preferred Stock. The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock or any authorized and issued shares of Preferred Stock held in its treasury, a number of shares of Preferred Stock sufficient to permit the exercise in full of all outstanding Rights. So long as the shares of Preferred Stock issuable upon the exercise of the Rights may be listed on any national securities exchange, the Company shall use its best efforts to cause, from and after the time the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Preferred Stock delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and non-assessable shares. The Company further covenants and agrees that it will pay when due and payable any and all Federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any certificates for shares of Preferred Stock upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Certificates to, or the issuance of the shares of Preferred Stock in the name of, or delivery of such shares to, a Person other than the registered holder of the Right Certificates evidencing Rights surrendered upon the exercise thereof, or be required to issue any certificates or script for shares of Preferred Stock in a name other than that of, or deliver such shares to a Person other than, the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due. Section 10. Preferred Stock Record Date. Each Person in whose name a certificate for shares of Preferred Stock is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares of Preferred Stock represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes and charges) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby and payment of the Purchase Price (and any applicable transfer taxes and charges), the holder of a Right Certificate shall not be entitled to any rights of a stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, to receive dividends or other distributions, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein. Section 11. Adjustment of Purchase Price, Number of Shares or Number of Rights. The Purchase Price, the number of one-hundredths of a share of Preferred Stock for which a Right is exercisable and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11. (a) (i) In the event the Company shall at any time after the date of this Agreement subdivide, combine, reclassify or otherwise change the Preferred Stock, the Purchase Price in effect at the time of the effective date of such subdivision, combination, reclassification or other change, and the number and kind of shares of capital stock issuable on such date, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of capital stock which, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock transfer books of the Company were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such subdivision, combination, reclassification or other change. (ii) Subject to Section 24 of this Agreement, in the event that any Person should become an Acquiring Person, each holder of a Right shall thereafter have a right to receive, upon exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a share of Preferred Stock for which a Right is then exercisable, in accordance with the terms of this Agreement and in lieu of shares of Preferred Stock, such number of shares of Common Stock of the Company as shall equal the result obtained by (x) multiplying the then current Purchase Price by the number of one one-hundredths of a share of Preferred Stock for which a Right is then exercisable and dividing that product by (y) 50% of the then current per share market price of the Common Stock of the Company (determined pursuant to Section 13(g) hereof) on the date of the occurrence of such event; provided, however, that if the transaction that would otherwise give rise to the foregoing adjustment is also subject to the provisions of Section 13 hereof, then the provisions of Section 13 hereof shall apply to such transaction and the provisions of this Section 11(a)(ii) shall not apply to such transaction and no adjustment shall be made pursuant to this Section 11(a)(ii). In the event that any Person shall become an Acquiring Person and the Rights shall then be outstanding, the Company shall not take any action which would eliminate or diminish the benefits intended to be afforded by the Rights. From and after the occurrence of such event, any Rights that are or were acquired or beneficially owned by any Acquiring Person (or any Associate or Affiliate of such Acquiring Person) shall be void and any holder of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement. No Right Certificate shall be issued pursuant to Section 3 that represents Rights beneficially owned by an Acquiring Person whose Rights would be void pursuant to the preceding sentence or any Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer of any Rights to an Acquiring Person whose Rights would be void pursuant to the preceding sentence or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate; and any Right Certificate delivered to the Rights Agent for transfer to an Acquiring Person whose Rights would be void pursuant to the preceding sentence shall be cancelled. (iii) In the event that there shall not be suf- ficient shares of Common Stock issued but not outstanding or authorized but unissued to permit the exercise in full of the Rights in accordance with the foregoing subparagraph (ii), the Company shall take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon exercise of the Rights. In the event the Company shall, after good faith effort, be unable to take all such action as may be necessary to authorize such additional shares of Common Stock, the Company shall substitute, for each share of Common Stock that would otherwise be issuable upon exercise of a Right, a number of shares of Preferred Stock or fraction thereof such that the current per share market price of one share of Preferred Stock multiplied by such number or fraction is equal to the current per share market price of one share of Common Stock as of the date of issuance of such shares of Preferred Stock or fraction thereof. (b) For the purpose of any computation hereunder, the "current per share market price" of the Preferred Stock shall be determined in accordance with the method set forth in Section 13(g). If the Preferred Stock is not publicly traded, the "current per share market price" of the Preferred Stock shall be conclusively deemed to be the current per share market price of the Common Stock as determined pursuant to Section 13(g) (appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof), multiplied by one hundred. If neither the Common Stock nor the Preferred Stock is publicly held or so listed or traded, "current per share market price" shall mean the fair value per share as determined in good faith by the Board of Directors, whose determination shall be described in a statement filed with the Rights Agent. (c) If as a result of an adjustment made pursuant to Section 11(a), the holder of any Right thereafter exercised shall become entitled to receive any shares of capital stock of the Company other than Preferred Stock, thereafter the number of such other shares so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the shares of the Preferred Stock contained in Sections 7, 9, 10, 11 and 13, which provisions shall apply on like terms to any such other shares. (d) In the event there shall be a stock dividend, split (by way of dividend or otherwise), subdivision, combination or reclassification of the Common Stock prior to the Distribution Date, the Rights shall be properly adjusted to take account thereof. (e) Irrespective of any adjustment or change in the Purchase Price or the number of shares of Preferred Stock (or fractions thereof) issuable upon the exercise of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the Purchase Price per one-hundredth of a share and the number of shares which were expressed in the initial Right Certificates issued hereunder and under the Original Rights Agreement. (f) Before taking any action that would cause an adjustment reducing the Purchase Price below the then par value of the shares of Preferred Stock issuable upon exercise of the Rights, the Company shall take any lawful corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable shares of Preferred Stock at such adjusted Purchase Price. Section 12. Certificate of Adjusted Purchase Prior in part for shares of the Company's Common Stock. No holder of this Right Certificate shall be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company, including any right to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement and then only to the extent therein provided. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______, ____ ATTEST: Park Electrochemical Corp. By:_____________________ By:_________________________ Secretary Chairman of the Board Countersigned: Registrar & Transfer Company By:__________________________ Authorized Signature [On Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer this Right Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company and of the Rights Agent, with full power of substitution. Dated:__________, ____ ______________________________ Signature NOTICE The signature on the foregoing Form of Assignment must correspond to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. [On Reverse Side of Right Certificate] FORM OF ELECTION TO PURCHASE (To be executed by the registered holder if such holder desires to exercise the Rights represented by the certificate to Purchase Preferred Stock.) To the Rights Agent: The undersigned hereby irrevocably elects to exercise ______________ Rights represented by this Right Certificate to purchase the shares of Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares of Preferred Stock be issued in the name of: Please insert social security or other identifying number (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number (Please print name and address) Dated: ________________, ____ Signature NOTICE The signature on the foregoing Form of Election to Purchase must correspond to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever.