As filed with the Securities and Exchange Commission on December 6, 2004
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Z-TEL TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 59-3501119
(State of Incorporation (I.R.S. Employer
or Organization) Identification No.)
601 South Harbour Island Boulevard
Suite 220
Tampa, Florida 33602
(Address of Principal Executive Offices) (Zip Code)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Title of each class Name of each exchange on
to be so registered which each class is to be registered
PREFERRED STOCK PURCHASE NASDAQ SMALL CAP MARKET
RIGHTS MARKET
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), please 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), please check the following box. [X]
Securities Act registration statement file number to which this form relates (if
applicable): Not Applicable
INFORMATION REQUIRED IN REGISTRATION STATEMENT
This Amendment No. 1 amends the Registration Statement on Form 8-A of Z-Tel
Technologies filed with the Securities and Exchange Commission on February 21,
2001.
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
On February 19, 2001, the Board of Directors (the "Board") of Z-Tel
Technologies, Inc. (the "Company") adopted the Rights Agreement dated as of
February 19, 2001, entered into between the Company and American Stock Transfer
& Trust as rights agent (the "Rights Agreement"). The Rights Agreement was
subsequently amended July 2, 2001 to reflect the issuance of shares of Series G
Preferred Stock. In connection with entering into the Rights Agreement, the
Company authorized and declared a dividend of one Preferred Stock Purchase Right
(a "Right") with respect to each outstanding share of common stock, par value
$.01 per share ("Common Stock"), of the Company (and a corresponding number of
Rights for each outstanding share of the Company's Series D Convertible
Preferred Stock, Series E Convertible Preferred Stock and Series G Convertible
Preferred Stock (collectively, the "Convertible Preferred Stock") based on the
conversion ratios of those securities). The dividend was payable on March 7,
2001 to the stockholders of record on that date (the "Record Date"), and to each
holder of shares of Common Stock issued thereafter until redemption of the
Rights. Except as set forth below, each Right entitles the holder of record to
purchase from the Company at any time after the Distribution Date (as defined
below) one one-thousandth of a share of Series F Junior Participating Preferred
Stock, par value $.001 per share (the "Junior Preferred Stocks"), at a price of
$45 per one-thousandth of one share, subject to adjustment (the "Purchase
Price"). The description and terms of the Rights are set forth in the Rights
Agreement.
On February 21, 2001, the Company filed a Registration Statement on Form 8-A
registering Preferred Stock Purchase Rights pursuant to the Rights Agreement. On
November [ ], 2004, in connection with the transactions contemplated by the
amended offer to exchange (the "Exchange Offer") dated October 28, 2004, the
Company and the rights agent entered into the First Amendment to Rights
Agreement (the "First Amendment") in order to prevent the BBH Parties (as
defined in the Rights Agreement) from losing their status as an "Exempt Person"
by reason of their tendering shares in the Exchange Offer.
Initially, the Rights attached to all certificates representing Common Stock and
Convertible Preferred Stock then outstanding, and no separate Rights
Certificates (as hereinafter defined) will be distributed. The Rights will
become exercisable and separate from the Common Stock and Convertible Preferred
Stock upon the earlier to occur of (i) the public announcement that a person or
group of affiliated or associated persons, subject to certain exceptions, has
acquired beneficial ownership of 15% or more of the outstanding Common Stock
(such person or group, subject to certain exceptions, being hereinafter referred
to as an "Acquiring Person"); or (ii) ten business days (or such later date as
the Board of Directors of the Company may determine) following the commencement
of, or announcement of an intention to make, a tender offer or exchange offer,
the consummation of which would result in a person or group, subject to certain
exceptions, becoming the beneficial owner of 15% or more of the outstanding
Common Stock (the earlier of such times in clauses (i) and (ii) being called the
"Distribution Date"). Common Stock beneficially owned by the Company or any
subsidiary of the Company will not be considered outstanding for purposes of
calculating the percentage ownership of any person.
Until the Distribution Date (or earlier redemption or expiration of the Rights),
the Rights will be transferred with, and only with, the Common Stock and
Convertible Preferred Stock. Until the Distribution Date (or earlier redemption
or expiration), new Common Stock and Convertible Preferred Stock certificates
issued after the Record Date upon transfer or new issuance will contain a
notation incorporating the Rights Agreement by reference. Until the Distribution
Date (or earlier redemption or expiration of the Rights), the surrender for
transfer of any certificates of Common Stock and Convertible Preferred Stock
outstanding as of the Record Date, even without such notation, also will
constitute the transfer of the Rights associated with the Common Stock and
Convertible Preferred Stock represented by such certificate. As soon as
practicable following the Distribution Date, separate certificates evidencing
the Rights ("Rights Certificates") will be mailed to holders of record of the
Common Stock and Convertible Preferred Stock as of the close of business on the
Distribution Date, and such separate Rights Certificates alone will evidence the
Rights. The Rights are not exercisable until the Distribution Date. The Rights
will expire at the close of business on February 19, 2011, unless earlier
redeemed by the Company as described below.
-2-
Each of the following "Exempt Persons" (as defined in the Rights Agreement) will
not be deemed to be an Acquiring Person even if they have acquired, or obtained
the right to acquire, beneficial ownership of 15% or more of the voting power of
the outstanding Common Stock of the Company: (i) the Company, (ii) any
subsidiary of the Company, (iii) any employee benefit plan of the Company or any
subsidiary of the Company, (iv) any Person who would otherwise have become an
Acquiring Person solely by virtue of a reduction in the number of shares of
outstanding Common Stock unless and until such Person shall become the
beneficial owner of any additional shares of Common Stock, and (v) certain other
persons including, but not limited to, Brown Brothers Harriman & Co., The 1818
Fund III L.P., T. Michael Long and Lawrence C. Tucker and their respective
affiliates and associates (collectively, the BBH Parties"), provided that no BBH
Party shall be an Exempt Person if after the date hereof, the BBH Parties,
individually or collectively, acquire in one or more transactions (whether
related or unrelated) additional beneficial ownership of Common Shares (other
than, among other things, the acquisition of or beneficial ownership of any
Common Shares acquired in exchange for shares of any Series E Preferred Stock or
Series G Preferred Stock tendered by the BBH Parties in the Exchange Offer).
If any Person becomes an Acquiring Person, each holder of a Right will
thereafter have the right (the "Flip-In Right") to receive, in lieu of shares of
Junior Preferred Stock and upon payment of the Purchase Price, Common Stock (or
in certain circumstances, cash, property or other securities of the Company)
having a value equal to two times the Purchase Price of the Right.
Notwithstanding the foregoing, all Rights that are, or were, beneficially owned
by an Acquiring Person or any affiliate or associate thereof will be null and
void and not exercisable.
If, at any time on or after a Person becomes an Acquiring Person, (i) the
Company is acquired in a merger or other business combination transaction in
which the holders of all of the outstanding Common Stock immediately prior to
the consummation of the transaction are not the holders of all of the surviving
corporation's voting power, or (ii) more than 50% of the Company's assets, cash
flow or earning power is sold or transferred other than in the ordinary course
of the Company's business, then each holder of a Right (except Rights which have
previously been voided as set forth above) shall thereafter have the right (the
"Flip-Over Right") to receive, in lieu of Junior Preferred Stock and upon
exercise and payment of the Purchase Price, common shares of the acquiring
company having a value equal to two times the Purchase Price. If a transaction
would otherwise result in a holder's having a Flip-In Right as well as a
Flip-Over Right, then only the Flip-Over Right will be exercisable. If a
transaction results in a holder's having a Flip-Over Right subsequent to a
transaction resulting in a holder's having a Flip-In Right, a holder will have
Flip-Over Rights only to the extent such holder's Flip-In Rights have not been
exercised.
The Purchase Price payable, and the number of shares of Junior Preferred Stock,
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Junior Preferred Stock, (ii) upon the grant to holders of the Junior Preferred
Stock of certain rights or warrants to subscribe for Junior Preferred Stock or
convertible securities at less than the current market price of the Junior
Preferred Stock, or (iii) upon the distribution to holders of the Junior
Preferred Stock of evidences of indebtedness or assets (excluding dividends
payable in Junior Preferred Stock) or of subscription rights or warrants (other
than those referred to above). However, no adjustment in the Purchase Price will
be required until cumulative adjustments require an adjustment of at least 1%.
The number of outstanding Rights and the number of one one-thousandths of a
share of a Junior Preferred Stock issuable upon exercise of each Right are also
subject to adjustment in the event of a stock split of the Common Stock or a
stock dividend on the Common Stock payable in Common Stock or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.
Junior Preferred Stock purchasable upon exercise of the Rights will not be
redeemable. Each share of Junior Preferred Stock will be entitled to a minimum
preferential quarterly dividend payment equal to $1 per share, but will be
entitled to an aggregate dividend of 1000 times the dividend declared per share
of Common Stock. In the event of liquidation, the holders of shares of Junior
Preferred Stock will be entitled to a minimum preferential liquidation payment
of $1000 per share but will be entitled to an aggregate payment of 1000 times
the payment made per share of Common Stock. Each share of Junior Preferred Stock
will have 1000 votes, in each case voting together with the Common Stock.
Finally, in the event of any merger, consolidation or other transaction in which
the shares of Common Stock are exchanged, each share of Junior Preferred Stock
will be entitled to receive 1000 times the amount received per share of Common
Stock. These rights are protected by customary dilution provisions.
-3-
Because of the nature of the dividend, liquidation and voting rights of the
Junior Preferred Stock, the value of the one one-thousandth interest in a share
of Junior Preferred Stock purchasable upon exercise of each Right should
approximate the value of one share of Common Stock.
If, after the triggering of Flip-In Rights, insufficient shares of Common Stock
are available for the exercise in full of the Rights, the Company shall take all
such action as may be necessary to authorize additional shares of Common Stock
for issuance upon exercise in full of the Rights. If, after the expiration of
120 days after the triggering of Flip-In Rights, insufficient shares of Common
Stock are available for the exercise in full of the Rights, holders of Rights
will receive upon exercise Common Stock or to the extent available cash,
property or other securities of the Company, in proportions determined by the
Company, so that the aggregate value received is equal to twice the Purchase
Price.
The Company is not required to issue fractional shares of Junior Preferred Stock
(other than fractions which are integral multiples of one one-thousandth of a
share of Junior Preferred Stock, which may, at the election of the Company be
evidenced by depositary receipts), and in lieu thereof, a payment in cash will
be made to the holder of such Rights equal to the same fraction of the current
value of one one-thousandth of a share of Junior Preferred Stock. Following the
triggering of the Flip-In Rights, the Company will not be required to issue
fractional shares of Common Stocks upon exercise of the Rights and, in lieu
thereof, a payment in cash will be made to the holder of such Rights equal to
the same fraction of the current market value of a share of Common Stock.
In general, the Company may redeem the Rights at a price of $.001 per Right
(subject to adjustment), at any time prior to the existence of an Acquiring
Person.
At any time after any Person becomes an Acquiring Person and prior to the
acquisition by any Person of 50% or more of the outstanding shares of Common
Stock, the Board of Directors of the Company may exchange the then outstanding
and exercisable Rights (other than Rights owned by an Acquiring Person, which
will have become null and void), in whole or in part, for shares of Common
Stocks, each Right being exchangeable for one share of Common Stock or common
share equivalents equal to one share of Common Stock, subject to adjustment.
Until a Right is exercised, the holder thereof, as such, will have no rights as
a stockholder of the Company, including, without limitation, the right to vote
or to receive dividends.
The issuance of the Rights is not taxable to the Company or to stockholders
under presently existing federal income tax law, and will not change the way in
which stockholders can presently trade the Company's Common Stock. If the Rights
should become exercisable, stockholders, depending on then existing
circumstances, may recognize taxable income.
Prior to the existence of an Acquiring Person, the Rights Agreement generally
may be amended by the Board of Directors of the Company. From and after the
existence of an Acquiring Person, the Company may amend the Rights Agreement
only to (i) cure any ambiguity, (ii) correct or supplement any provision which
may be defective or inconsistent with the other provisions of the Rights
Agreement, or (iii) change or supplement the Rights Agreement in any other
manner which the Company may deem necessary or desirable, provided that no
amendment shall adversely affect the interests of the holders of Rights (other
than any interest of an Acquiring Person or an Affiliate or Associate of an
Acquiring Person). However, no amendment may be made at any time when the Rights
are not redeemable.
The Rights have certain anti-takeover effects. The Rights will cause substantial
dilution to a Person or group that attempts to acquire the Company without
conditioning the offer on a substantial number of Rights being acquired.
Accordingly, the existence of the Rights may deter certain acquirors from making
takeover proposals or tender offers. However, the rights plan helps ensure that
the Company's stockholders receive fair and equal treatment in the event of any
proposed takeover of the Company. The adoption of the plan is not in response to
any specific takeover threat or proposal, but is a precaution taken to protect
the rights of the Company's stockholders.
A copy of the Rights Agreement, as amended, has been filed with the Securities
and Exchange Commission as an Exhibit to this Registration Statement on Form
8-A/A with respect to the Rights filed with the Securities and Ex-
-4-
change Commission (Commission File No.000-28467). A copy of the Rights Agreement
is available free of charge from the Company, 601 South Harbour Island
Boulevard, Suite 220, Tampa, Florida 33602; Attention: General Counsel. 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.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
Certain matters discussed herein may constitute Forward-looking Statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, each as amended
by the Private Securities Litigation Reform Act of 1995, 15 U.S.C.A. Sections
77z-2 and 78u-5 (Supp. 1996). Those statements include statements regarding the
intent, belief or current expectations of the Company and members of its
management team as well as the assumptions on which such statements are based.
Any such Forward-looking Statements are not guarantees of future performance and
the Company's actual result could differ materially from those set forth in such
Forward-looking Statements. Factors currently known to management that could
cause actual results to differ materially from those set forth in such
Forward-looking Statements risks detailed from time to time in the Company's
filings with the Securities and Exchange Commission, including Quarterly Reports
on Form 10-Q, Current Reports on Form 8-K and Annual Reports on Form 10-K. The
Company undertakes no obligation to update or revise Forward-Looking Statements
to reflect changed assumptions, the occurrence of unanticipated events or
changes to future operating results over time.
ITEM 2. EXHIBITS
Exhibit No. Description of Exhibit
----------- ----------------------
4.1 Amendment No. 1 to Rights Agreement dated as of November 19, 2004 , between
Z-Tel Technologies, Inc. and American Stock Transfer & Trust Company, as
Rights Agent.
4.2 Rights Agreement dated as of February 19, 2001, as amended July 2, 2001,
between Z-Tel Technologies, Inc. and American Stock Transfer & Trust
Company, as Rights Agent, which includes the Form of Certificate of
Designations of Series F Junior Participating Preferred Stock as Exhibit A,
the Form of Rights Certificate as Exhibit B and the Summary of Rights to
Purchase Junior Preferred Stock as Exhibit C.*
4.3 Form of Rights Certificate.*
______________________
* Previously filed with Form 8-A on February 21, 2001.
-5-
SIGNATURE
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, thereto duly authorized.
Date: December 3, 2004
Z-TEL TECHNOLOGIES, INC.
By:
--------------------------------
Name:
Title:
-6-
EXHIBIT INDEX
Exhibit No. Description of Exhibit
----------- ----------------------
4.1 Amendment No. 1 to Rights Agreement dated as of November 19, 2004 , between
Z-Tel Technologies, Inc. and American Stock Transfer & Trust Company, as
Rights Agent.
4.2 Rights Agreement dated as of February 19, 2001, as amended July 2, 2001,
between Z-Tel Technologies, Inc. and American Stock Transfer & Trust
Company, as Rights Agent, which includes the Form of Certificate of
Designations of Series F Junior Participating Preferred Stock as Exhibit A,
the Form of Rights Certificate as Exhibit B and the Summary of Rights to
Purchase Junior Preferred Stock as Exhibit C.*
4.3 Form of Rights Certificate.*
______________________
* Previously filed with Form 8-A on February 21, 2004.