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): January 21, 2004
National Instruments Corporation
(Exact name of registrant as specified in its charter)
Delaware 02-25426 74-1871327
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
11500 North MoPac Expressway, Austin, Texas 78759
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (512) 338-9119
(Former name or former address, if changed since last report)
Item 5. Other Events and Regulation FD Disclosure.
On January 21, 2004, pursuant to a Preferred Stock Rights Agreement (the
"Rights Agreement") between National Instruments Corporation (the "Company") and
EquiServe Trust Company, N.A. as Rights Agent (the "Rights Agent"), the
Company's Board of Directors declared a dividend of one right (a "Right") to
purchase one one-thousandth share of the Company's Series A Participating
Preferred Stock ("Series A Preferred") for each outstanding share of Common
Stock, par value $0.001 per share ("Common Shares"), of the Company. The
dividend is payable on May 10, 2004 (the "Record Date") to stockholders of
record as of the close of business on that date. Each Right entitles the
registered holder to purchase from the Company one one-thousandth of a share of
Series A Preferred at an exercise price of $200.00 (the "Purchase Price"), after
giving effect to the 3-for-2 stock split (in the form of a stock dividend)
declared by the Company's Board of Directors on January 21, 2004, subject to
adjustment.
The following summary of the principal terms of the Rights Agreement is a
general description only and is subject to the detailed terms and conditions of
the Rights Agreement. A copy of the Rights Agreement is attached hereto as
Exhibit 4.1 and is incorporated herein by reference.
Rights Evidenced by Common Share Certificates
The Rights will not be exercisable until the Distribution Date (defined
below). Certificates for the Rights ("Rights Certificates") will not be sent to
stockholders and the Rights will attach to and trade only together with the
Common Shares. Accordingly, Common Share certificates outstanding on the Record
Date will evidence the Rights related thereto, and Common Share certificates
issued after the Record Date will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender or transfer of any certificates for
Common Shares, outstanding as of the Record Date, even without notation or a
copy of the Summary of Rights being attached thereto, also will constitute the
transfer of the Rights associated with the Common Shares represented by such
certificate.
Distribution Date
The Rights will be separate from the Common Shares, Rights Certificates
will be issued and the Rights will become exercisable upon the earlier of (a)
the tenth day (or such later date as may be determined by the Company's Board of
Directors) after a person or group of affiliated or associated persons (subject
to certain exclusions for certain current stockholders of the Company, an
"Acquiring Person") has acquired, or obtained the right to acquire, beneficial
ownership of 20% or more of the Common Shares then outstanding, or (b) the tenth
business day (or such later date as may be determined by the Company's Board of
Directors) after a person or group announces a tender or exchange offer, the
consummation of which would result in ownership by a person or group of 20% or
more of the Company's then outstanding Common Shares. The earlier of such dates
is referred to as the "Distribution Date."
Issuance of Rights Certificates; Expiration of Rights
As soon as practicable following the Distribution Date, a Rights
Certificate will be mailed to holders of record of the Common Shares as of the
close of business on the Distribution Date and such separate Rights Certificate
alone will evidence the Rights from and after the Distribution Date. The Rights
will expire on the earliest of (i) May 10, 2014 (the "Final Expiration Date"),
or (ii) redemption or exchange of the Rights as described below.
Initial Exercise of the Rights
Following the Distribution Date, and until one of the further events
described below, holders of the Rights will be entitled to receive, upon
exercise and the payment of the Purchase Price, one one-thousandth share of the
Series A Preferred. In the event that the Company does not have sufficient
Series A Preferred available for all Rights to be exercised, or the Board
decides that such action is necessary and not contrary to the interests of
Rights holders, the Company may instead substitute cash, assets or other
securities for the Series A Preferred for which the Rights would have been
exercisable under this provision or as described below.
Right to Buy Company Common Shares
Unless the Rights are earlier redeemed, in the event that an Acquiring
Person obtains 20% or more of the Company's then outstanding Common Shares, then
each holder of a Right which has not theretofore been exercised (other than
Rights beneficially owned by the Acquiring Person, which will thereafter be
void) will thereafter have the right to receive, upon exercise, Common Shares
having a value equal to two times the Purchase Price. Rights are not exercisable
following the occurrence of an event as described above until such time as the
Rights are no longer redeemable by the Company as set forth below.
Right to Buy Acquiring Company Shares
Similarly, unless the Rights are earlier redeemed, in the event that, after
an Acquiring Person obtains 20% or more of the Company's then outstanding Common
Shares, (i) the Company is acquired in a merger or other business combination
transaction, or (ii) 50% or more of the Company's consolidated assets or earning
power are sold (other than in transactions in the ordinary course of business),
proper provision must be made so that each holder of a Right which has not
theretofore been exercised (other than Rights beneficially owned by the
Acquiring Person, which will thereafter be void) will thereafter have the right
to receive, upon exercise, shares of common stock of the acquiring company
having a value equal to two times the Purchase Price.
Exchange Provision
At any time after an Acquiring Person obtains 20% or more of the Company's
then outstanding Common Shares and prior to the acquisition by such Acquiring
Person of 50% or more of the Company's outstanding Common Shares, the Board of
Directors of the Company may exchange the Rights (other than Rights owned by the
Acquiring Person), in whole or in part, at an exchange ratio of one Common Share
per Right.
Redemption
At any time on or prior to the Close of Business on the earlier of (i) the
fifth day following the attainment of 20% or more of the Company's then
outstanding Common Shares by an Acquiring Person (or such later date as may be
determined by action of the Company's Board of Directors and publicly announced
by the Company), or (ii) the Final Expiration Date, the Company may redeem the
Rights in whole, but not in part, at a price of $0.001 per Right.
Adjustments to Prevent Dilution
The Purchase Price payable, the number of Rights, and the number of Series
A Preferred or Common Shares or other securities or property issuable upon
exercise of the Rights are subject to adjustment from time to time in connection
with the dilutive issuances by the Company as set forth in the Rights Agreement.
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.
Cash Paid Instead of Issuing Fractional Shares
No fractional Common Shares will be issued upon exercise of a Right and, in
lieu thereof, an adjustment in cash will be made based on the market price of
the Common Shares on the last trading date prior to the date of exercise.
No Stockholders' Rights Prior to Exercise
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company (other than any rights resulting from
such holder's ownership of Common Shares), including, without limitation, the
right to vote or to receive dividends.
Amendment of Rights Agreement
The terms of the Rights and the Rights Agreement may be amended in any
respect without the consent of the Rights holders on or prior to the
Distribution Date; thereafter, the terms of the Rights and the Rights Agreement
may be amended without the consent of the Rights holders in order to cure any
ambiguities or to make changes which do not adversely affect the interests of
Rights holders (other than the Acquiring Person).
Rights and Preferences of the Series A Preferred
Each one one-thousandth of a share of Series A Preferred has rights and
preferences substantially equivalent to those of one Common Share.
No Voting Rights
Rights will not have any voting rights.
Certain Anti-Takeover Effects
The Rights approved by the Board of Directors are designed to protect and
maximize the value of the outstanding equity interests in the Company in the
event of an unsolicited attempt by an acquirer to take over the Company in a
manner or on terms not approved by the Board of Directors. Takeover attempts
frequently include coercive tactics to deprive the Company's Board of Directors
and its stockholders of any real opportunity to determine the destiny of the
Company. The Rights have been declared by the Board in order to deter such
tactics, including a gradual accumulation of shares in the open market of 20% or
greater position to be followed by a merger or a partial or two-tier tender
offer that does not treat all stockholders equally. These tactics unfairly
pressure stockholders, squeeze them out of their investment without giving them
any real choice and deprive them of the full value of their shares.
The Rights are not intended to prevent a takeover of the Company and will
not do so. Subject to the restrictions described above, the Rights may be
redeemed by the Company at $0.001 per Right at any time prior to the
Distribution Date. Accordingly, the Rights should not interfere with any merger
or business combination approved by the Board of Directors.
However, the Rights may have the effect of rendering more difficult or
discouraging an acquisition of the Company deemed undesirable by the Board of
Directors. The Rights may cause substantial dilution to a person or group that
attempts to acquire the Company on terms or in a manner not approved by the
Company's Board of Directors, except pursuant to an offer conditioned upon the
negation, purchase or redemption of the Rights.
Issuance of the Rights does not in any way weaken the financial strength of
the Company or interfere with its business plans. The issuance of the Rights
themselves has no dilutive effect, will not affect reported earnings per share,
should not be taxable to the Company or to its stockholders, and will not change
the way in which the Company's shares are presently traded. The Company's Board
of Directors believes that the Rights represent a sound and reasonable means of
addressing the complex issues of corporate policy created by the current
takeover environment.
Item 7. Financial Statements And Exhibits.
(c) Exhibits.
4.1 Preferred Stock Rights Agreement, dated as of January 21, 2004,
between the Company and EquiServe Trust Company, N.A., including the
Certificate of Designation, the form of Rights Certificate and the
Summary of Rights attached thereto as Exhibits A, B, and C,
respectively.
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: January 27, 2004 NATIONAL INSTRUMENTS CORPORATION
/s/ David G. Hugley
------------------------------------
David G. Hugley
Vice President & General Counsel
Secretary
INDEX TO EXHIBITS
Exhibit
Number Description of Document
4.1 Preferred Stock Rights Agreement, dated as of January 21, 2004,
between the Company and EquiServe Trust Company, N.A., including
the Certificate of Designation, the form of Rights Certificate and
the Summary of Rights attached thereto as Exhibits A, B, and C,
respectively.