e UNITED STATES
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 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
NAUTICA ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-2431048
(State of incorporation) (I.R.S. Employer Identification Number)
40 West 57th Street, New York, New York 10019
(Address of principal executive offices) (Zip Code)
Securities to be 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
None
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), check the following box: [ ]
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), check the following box: [X]
Securities Act registration statement file number to which this form relates:
N/A
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Item 1 of the Form 8-A filed by Nautica Enterprises, Inc. (the "Company")
on November 8, 2001 is amended and supplemented by adding the following:
On June 24, 2003, the Board of Directors of the Company authorized
Amendment No. 1 (the "Amendment") to the Rights Agreement, dated as of November
2, 2001 (the "Rights Agreement"), between the Company and Mellon Investor
Services LLC, as Rights Agent. Pursuant to the Amendment, the definition of
"Acquiring Person" set forth in the Rights Agreement has been amended to remove
an express exception applicable to the Company's Chairman of the Board, Harvey
Sanders, and the redemption provisions in the Rights Agreement have been amended
to provide that, in the event of a "Qualifying Tender Offer", the Rights will be
redeemed under certain circumstances.
A "Qualifying Tender Offer" means a tender offer by an offeror, commenced
and mailed to the Company's stockholders, which meets all of the following
requirements: (i) the tender offer must provide for the acquisition of any and
all of the outstanding shares of common stock, par value $.10 per share, of the
Company ("Common Shares") (other than shares beneficially owned by the offeror)
solely for cash at the same price and at a price that is at least 25% greater
than the highest closing price for the twenty (20) trading days immediately
prior to the commencement of the tender offer or, if applicable, any earlier
announcement of an intention by the offeror to seek to acquire the Company, (ii)
such offer must remain open for at least 120 days after the offer has been
commenced and mailed to the Company's stockholders and may not be subject to the
satisfaction of any conditions relating to the business, financial condition,
results of operations or prospects of the Company (other than such as are based
on information publicly disclosed by the Company), any financing conditions or
any conditions relating to approval of the offeror's stockholders, (iii) the
offeror must have retained an independent, nationally-recognized investment
banking firm and received such firm's written opinion, dated as of the date of
the Qualifying Tender Offer, stating that the tender offer price is fair from a
financial point of view to the Company's stockholders (other than the offeror)
and a copy of such written opinion must have been included in the tender offer
materials sent to stockholders pursuant to the rules and regulations of the
Securities and Exchange Commission, (iv) the offeror must have (A) obtained firm
written financing commitments from recognized financing sources and/or have on
hand cash or cash equivalents, which financing and/or cash or cash equivalents
will be available at the time of acceptance for purchase of the shares pursuant
to the tender offer (and the merger agreement described in the following
paragraph, if applicable) in an amount sufficient to cover (x) the full amount
of all financing necessary to purchase all of the Common Shares then outstanding
(other than shares beneficially owned by the offeror) on a fully diluted basis
and (y) all related expenses (including amounts necessary to refinance any
indebtedness of the Company or its subsidiaries which will become due upon
consummation of the Qualifying Tender Offer) and (B) set forth a copy of any
such financing commitments in the tender offer materials sent to stockholders
pursuant to the rules and regulations of the Securities and Exchange Commission
and (v) the offeror must have irrevocably committed in writing to the Company,
and disclosed in the tender offer materials sent to stockholders pursuant to the
rules and regulations of the Securities and Exchange Commission, that the
offeror will not make any amendment of the original offer which reduces the
price of the number of shares being sought, changes the form of consideration
offered or is any other respect materially adverse to the Company's
stockholders.
The Amendment provides that the Rights issued pursuant to the Rights
Agreement will be redeemed immediately prior to the purchase by the offeror of
shares pursuant to a Qualifying Tender Offer, provided that (1) the offeror has
not previously become an "Acquiring Person", (2) such Qualifying Tender Offer
must have been mailed to stockholders at least 120 days prior to the
consummation of such purchase, (3) the number of shares validly tendered and not
withdrawn in the Qualifying Tender Offer (other than shares beneficially owned
by the offeror) represent at least a majority of the Company's outstanding
Common Shares on a fully diluted basis, (4) the offeror has irrevocably agreed
to complete, promptly after the acceptance of shares pursuant to the Qualifying
Tender Offer, a merger transaction with the Company in which all shares not
tendered and purchased would be converted into the right to receive an amount in
cash not less than the price paid or to be paid in the Qualifying Tender Offer,
and (5) at a meeting called, at the discretion of the Board of Directors, within
120 days after the commencement and mailing of the Qualifying Tender Offer,
which meeting shall be held on a date not more than 180 days after the
commencement and mailing of the Qualifying Tender Offer, holders of a majority
of the outstanding Common Shares outstanding as of the record date for the
special meeting (excluding shares beneficially owned by the offeror) have not
voted to keep the Rights outstanding.
The definition of "Beneficial Owner" set forth in the Rights Agreement has
been amended to exclude any and all Common Shares issued or issuable upon
exercise of options that are granted or first become exercisable after June 26,
2003 pursuant to the terms of any stock option plan of the Company approved or
ratified by the affirmative votes of a majority of the outstanding Common Shares
entitled to vote at a duly commenced meeting of the Company's stockholders.
A copy of the Amendment is attached hereto as Exhibit 2 and is
incorporated herein by reference. The foregoing description of the Amendment
does not purport to be complete and is qualified in its entirety by reference to
the Amendment.
ITEM 2. EXHIBITS.
1. Rights Agreement, dated as of November 2, 2001, between Nautica
Enterprises, Inc. and Mellon Investor Services LLC, as Rights Agent, which
includes the Certificate of Designations of Series A Junior Participating
Preferred Stock as Exhibit A, form of Right Certificate as Exhibit B and the
Summary of Rights to Purchase Preferred Stock as Exhibit C. Pursuant to the
Rights Agreement, printed Right Certificates will not be mailed until as soon as
practicable after the Distribution Date (as defined in the Rights Agreement)
(incorporated by reference to Exhibit 1 to the Company's Registration Statement
on Form 8-A, filed November 8, 2001).
2. Amendment No. 1 to Rights Agreement, dated as of June 26, 2003, between
Nautica Enterprises, Inc. and Mellon Investor Services LLC, as Rights Agent
(incorporated by reference to Exhibit 2 to the Company's Current Report on Form
8-K, filed June 26, 2003).
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated as of: June 26, 2003
NAUTICA ENTERPRISES, INC.
By: /S/ WAYNE A. MARINO
-----------------------------------
Name: Wayne A. Marino
Title: Senior Vice President &
Chief Financial Officer
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
1 Rights Agreement, dated as of November 2, 2001, between Nautica
Enterprises, Inc. and Mellon Investor Services LLC, as Rights
Agent, which includes the Certificate of Designations of Series A
Junior Participating Preferred Stock as Exhibit A, form of Right
Certificate as Exhibit B and the Summary of Rights to Purchase
Preferred Stock as Exhibit C. Pursuant to the Rights Agreement,
printed Right Certificates will not be mailed until as soon as
practicable after the Distribution Date (as defined in the Rights
Agreement) (incorporated by reference to Exhibit 1 to the
Company's Registration Statement on Form 8-A, filed November 8,
2001).
2 Amendment No. 1 to Rights Agreement, dated as of June 26, 2003,
between Nautica Enterprises, Inc. and Mellon Investor Services,
LLC, as Rights Agent (incorporated by reference to Exhibit 2 to
the Company's Current Report on Form 8-K, filed June 26, 2003).