-----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, JEOE5RWpkdrbuaN4uxP1SZVdmcAbkpvOGh1KNoTz3OD52JfG/zL9CKon1IJy70P5 1q2m/FxP5uEH1GclzphO+Q== 0000950144-98-011265.txt : 19981009 0000950144-98-011265.hdr.sgml : 19981009 ACCESSION NUMBER: 0000950144-98-011265 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981001 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19981008 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MANSUR INDUSTRIES INC CENTRAL INDEX KEY: 0000934851 STANDARD INDUSTRIAL CLASSIFICATION: MISC INDUSTRIAL & COMMERCIAL MACHINERY & EQUIPMENT [3590] IRS NUMBER: 650226813 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-21325 FILM NUMBER: 98722628 BUSINESS ADDRESS: STREET 1: 8305 NW 27TH STREET STREET 2: SUITE 107 CITY: MIAMI STATE: FL ZIP: 33122 BUSINESS PHONE: 3055938015 MAIL ADDRESS: STREET 1: 8305 NW 27TH STREET STREET 2: SUITE 107 CITY: MIAMI STATE: FL ZIP: 33122 8-K 1 MANSUR INDUSTRIES INC. FORM 8-K, 10/01/98 1 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) OCTOBER 1, 1998 ------------------------------- MANSUR INDUSTRIES INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) FLORIDA - -------------------------------------------------------------------------------- (State or other jurisdiction of incorporation) 0-21325 65-0226813 ------------------------ --------------------------------- (Commission File Number) (IRS Employer Identification No.) 8305 N.W. 27TH STREET, SUITE 107 MIAMI, FLORIDA 33132 - -------------------------------------------------------------------------------- (Address of principal executive offices, including Zip Code) Registrant's telephone number, including area code (305) 593-8015 ----------------------------- N/A - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) 2 ITEM 5. OTHER EVENTS On October 5, 1998, Mansur Industries Inc. (the "Registrant") issued a press release announcing the decision of its Board of Directors to adopt a Common Stock Purchase Rights Agreement. Reference is made to the press release filed as Exhibit 99.1 hereto. The information set forth in Exhibit 99.1 is hereby incorporated by reference herein. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits EXHIBIT NUMBER DESCRIPTION ------ ----------------------------------------------------------- 4.1 1998 Common Stock Purchase Rights Agreement, dated as of October 1, 1998, between the Registrant and Continental Stock Transfer & Trust Company.(1) 99.1 Press release, dated October 5, 1998, announcing the Registrant's adoption of the 1998 Common Stock Purchase Rights Agreement.(2) - ------------------------- (1) Incorporated by reference to the exhibit of the same number filed as part of the Registrant's Registration Statement on Form 8-A, filed on October 6, 1998. (2) Filed herewith. 2 3 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 thereunto duly authorized. MANSUR INDUSTRIES INC. Dated: October 6, 1998 By: /s/ Paul I. Mansur ------------------------------ Paul I. Mansur Chief Executive Officer 3 4 INDEX TO EXHIBITS
EXHIBIT NUMBER EXHIBIT DESCRIPTION PAGE --------------- --------------------------------------------------------- -------------- 99.1 Press release, dated October 5, 1998, announcing the Registrant's adoption of the 1998 Common Stock Purchase Rights Plan
EX-99.1 2 PRESS RELEASE 1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE October 5, 1998 MANSUR INDUSTRIES INC. ADOPTS COMMON STOCK PURCHASE RIGHTS PLAN MIAMI, Florida, October 5, 1998 - Mansur Industries Inc. (NASDAQ:MANS) announced today that its Board of Directors adopted a Common Stock Purchase Rights Plan (the "Rights Plan") and declared a dividend distribution of one Common Stock Purchase Right on each outstanding share of the Company's common stock, par value $.001 per share (the "Common Stock"). The Company stated that the Rights Plan is similar to those adopted by many other public companies. The Rights are designed to ensure that all shareholders of Mansur Industries, Inc. (the "Company") receive fair and equal treatment in the event of any proposed takeover of the Company and to guard against partial tender offers, squeeze-outs, open market accumulations and other coercive or unfair tactics to gain control of the Company which might provide inadequate value to shareholders. The Rights Plan is a precaution taken to protect the rights of the Company's shareholders. The Rights are intended to enable the Company's shareholders to realize the long-term value of their investment in the Company. They will not prevent a takeover, but should encourage anyone seeking to acquire the Company to negotiate with the Board prior to attempting a takeover. Paul I. Mansur, the Company's Chief Executive Officer, stated "The Rights Plan is designed to enhance the Board's ability to protect shareholder interests and to ensure that shareholders receive fair treatment in the event any coercive takeover attempt of Mansur Industries is made in the future. The Rights Plan is intended to provide the Board with sufficient time to consider any and all alternatives to such an action." Each Right has an initial exercise price of $75.23 for one share of the Company's Common Stock. The Rights will be exercisable only if a person or group acquires 15% or more of the Company's Common Stock (or 10% of such stock under certain circumstances) or announces a tender offer the consummation of which would result in ownership by a person or group of 15% or more of the Common Stock (or 10% of such stock under certain circumstances). Upon such occurrence, each Right (other than Rights owned by such person or group) will entitle the holder to purchase from the Company the number of shares of the Company's Common Stock having a market value equal to twice the exercise price of the Right. If the Company is acquired in a merger or other business combination transaction, or sells more than 50% of its assets or earning power, after a person or group has acquired 15% or more of the Company's outstanding Common Stock (or 10% of such stock under certain circumstances), each Right (other than Rights owned by such person or group) will entitle its holder to purchase, at the Right's then-current exercise price, a number of the acquiring company's common shares having a market value of twice such price. 2 Following the acquisition by a person or group of 15% or more of the Company's Common Stock (or 10% of such stock under certain circumstances) and prior to an acquisition of 50% or more of the Common Stock, the Board of Directors may exchange the Rights (other than Rights owned by such person or group) at an exchange ratio of one share of Common Stock per Right. Prior to the acquisition by a person or group of beneficial ownership of 15% or more of the Company's Common Stock (or 10% of such stock under certain circumstances), the Rights are redeemable for $.001 per Right at the option of the Board of Directors. The dividend distribution will be made on or about October 8, 1998, payable to shareholders of record on that date. The Rights will expire on September 30, 2008. The adoption of the Rights Plan and the distribution of the Rights is not dilutive, does not affect reported earnings per share, and is not taxable to shareholders. CONTACT: Mansur Industries Inc. Paul I. Mansur, Chief Executive Officer, 305/593-8015 -----END PRIVACY-ENHANCED MESSAGE-----