UNITED STATES
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
March 4, 2002
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(Date of Report; Date of Earliest Event Reported)
Microtune, Inc.
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(Exact name of registrant as specified in its charter)
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Delaware 000-31029-40 75-2883117
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
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2201 10th Street
Plano, TX 75074
(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code (972) 673-1600
_____________________________________________________________
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
(a) Adoption of Rights Agreement.
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On March 4, 2002, the Board of Directors of Microtune, Inc. (the
"Company") declared a dividend distribution of one Preferred Stock Purchase
Right (each a "Right" and collectively the "Rights") for each outstanding share
of Common Stock, $0.001 par value ("Common Stock"), of the Company. The
distribution was paid as of March 16, 2002, (the "Record Date"), to stockholders
of record on that date. Each Right entitles the registered holder to purchase
from the Company one one-thousandth of a share of the Company's Series A
Preferred Stock, $0.001 par value (the "Preferred Stock"), at a price of $115.00
per Right (the "Purchase Price"). The description and terms of the Rights are
set forth in the Rights Agreement dated as of March 4, 2002 (the "Rights
Agreement"), between the Company and Computershare Investor Services, LLC (the
"Rights Agent").
Until the earlier to occur of (i) the first date of public announcement
by the Company or by a person or group of affiliated or associated persons (each
an "Acquiring Person"), other than certain exempt persons or entities (each an
"Exempt Person"), that such an Acquiring Person has acquired, or obtained the
right to acquire, without approval of the Board of Directors of the Company (the
"Board") or good faith determination of the Board that such a person or group of
affiliated or associated persons has inadvertently become an Acquiring Person,
beneficial ownership of 15% or more of the Company's outstanding Common Stock
(other than solely as a result of a reduction in the outstanding shares of the
Common Stock of the Company) or such earlier date as a majority of the Board
shall become aware of such acquisition of the Common Stock (the "Stock
Acquisition Date") (or, if the Stock Acquisition Date occurs before the Record
Date, the close of business on the Record Date) or (ii) the tenth business day
(subject to extension by the Board prior to the time a person becomes an
Acquiring Person) following the commencement of, or public announcement of an
intention to commence, a tender or exchange offer by any person (other than by
an Exempt Person), the consummation of which would result in the beneficial
ownership of 15% or more of the outstanding Common Stock by such person,
together with its affiliates and associates (the earlier of such dates being
called the "Distribution Date"), the Rights will be evidenced, with respect to
all shares of Common Stock that are issued after the Record Date and prior to
the Distribution Date (or earlier redemption or expiration of the Rights), by
certificates representing such shares of Common Stock together with the Summary
of Rights attached thereto. For purposes of the foregoing, each of the following
is an Exempt Person: the Company or any subsidiary of the Company, including,
without limitation, in its fiduciary capacity, any employee benefit plan or
employee or director stock plan of the Company or of any subsidiary of the
Company, or any Person, organized, appointed, established or holding Common
Stock for or pursuant to the terms of any such plan or any Person funding other
employee benefits for employees of the Company or any subsidiary of the Company.
The Rights Agreement provides that, until the Distribution Date (or
earlier redemption or expiration of the Rights), the Rights will be represented
by and transferred with, and only with, the Common Stock. Until the Distribution
Date (or earlier redemption or expiration of the Rights), new certificates
issued for Common Stock (including, without limitation, certificates issued upon
transfer or exchange of Common Stock) after the Record Date, will contain a
legend
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incorporating the Rights Agreement by reference. Until the Distribution
Date (or earlier redemption or expiration of the Rights), the surrender for
transfer of any of the Company's Common Stock certificates, with or without the
aforesaid legend or the Summary of Rights attached thereto, will also constitute
the transfer of the Rights associated with the Common Stock represented by such
certificate. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Company's Common Stock as of the close of business on
the Distribution Date, and such separate certificates alone will evidence the
Rights from and after the Distribution Date.
The Rights are not exercisable until the Distribution Date. The Rights
will expire upon the earlier of (i) ten years after the date of issuance or
March 3, 2012, or (ii) redemption or exchange by the Company.
The Purchase Price payable, and the number of shares of 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
Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of
certain rights or warrants to subscribe for Preferred Stock or convertible
securities at less than the current market price of the Preferred Stock or (iii)
upon the distribution to holders of the Preferred Stock of evidences of
indebtedness or assets (excluding dividends payable in Preferred Stock) or of
subscription rights or warrants (other than those referred to above). The number
of Rights associated with each share of Common Stock is 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 Stock occurring, in any such case, prior to the
Distribution Date.
The Preferred Stock purchasable upon exercise of the Rights will be
nonredeemable and junior to any other series of preferred stock the Company may
issue (unless otherwise provided in the terms of such other series). Each share
of Preferred Stock will have a preferential cumulative quarterly dividend in an
amount equal to the greater of (a) $2875.00 or (b) 1,000 times the dividend
declared on each share of Common Stock. In the event of liquidation, the holders
of Preferred Stock will receive a preferred liquidation payment equal to the
greater of (a) $115,000.00 per share, plus accrued dividends to the date of
distribution whether or not earned or declared, or (b) an amount per share equal
to 1,000 times the aggregate payment to be distributed per share of Common
Stock. Each share of Preferred Stock will have 1,000 votes, voting together with
the shares of Common Stock. In the event of any merger, consolidation or other
transaction in which shares of Common Stock are exchanged for or changed into
other securities, cash and/or other property, each share of Preferred Stock will
be entitled to receive 1,000 times the amount and type of consideration received
per share of Common Stock. The rights of the Preferred Stock as to dividends,
liquidation and voting, and in the event of mergers and consolidations, are
protected by customary anti-dilution provisions. Fractional shares (in integral
multiples of one one-thousandth) of Preferred Stock will be issuable; however,
the Company may elect to distribute depository receipts in lieu of such
fractional shares. In lieu of fractional shares other than fractions that are
multiples of one one-thousandth of a share, an adjustment in cash will be made
based on the market price of the Preferred Stock on the last trading date prior
to the date of exercise. Because of the nature of the Preferred Stock's
dividend, liquidation and
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voting rights, the value of one one-thousandth of a share of Preferred Stock
purchasable upon exercise of each Right should approximate the value of one
share of Common Stock.
In the event (i) any person becomes an Acquiring Person or (ii) any
Acquiring Person or any of its affiliates or associates, directly or indirectly,
(1) consolidates with or merges into the Company or any of its subsidiaries or
otherwise combines with the Company or any of its subsidiaries in a transaction
in which the Company or such subsidiary is the continuing or surviving
corporation of such consolidation, merger or combination and the Common Stock of
the Company remains outstanding and no shares thereof shall be changed into or
exchanged for stock or other securities of any other person or of the Company or
cash or any other property, (2) transfers, in on one or more transactions, any
assets to the Company or any of its subsidiaries in exchange for capital stock
of the Company or any of its subsidiaries or for securities exercisable for or
convertible into capital stock of the Company or any of its subsidiaries or
otherwise obtains from the Company or any of its subsidiaries, with or without
consideration, any capital stock of the Company or any of its subsidiaries or
securities exercisable for or convertible into capital stock of the Company or
any of its subsidiaries (other than as part of a pro rata offer or distribution
to all holders of such stock), (3) sells, purchases, leases, exchanges,
mortgages, pledges, transfers or otherwise disposes to, from or with the Company
or any of its subsidiaries, as the case may be, assets on terms and conditions
less favorable to the Company or such subsidiary than the Company or such
subsidiary would be able to obtain in arm's-length negotiation with an
unaffiliated third party, (4) receives any compensation from the Company or any
of its subsidiaries for services other than compensation for employment as a
regular or part-time employee, or fees for serving as a director at rates in
accordance with the Company's (or its subsidiary's) past practices, (5)
receives, directly or indirectly, the benefit (except proportionately as a
stockholder) of any loans, advances, guarantees, pledges or other financial
assistance or tax credit or advantage, or (6) engages in any transaction with
the Company (or any of its subsidiaries) involving the sale, license, transfer
or grant of any right in, or disclosure of, any patents, copyrights, trade
secrets, trademarks or know-how (or any other intellectual or industrial
property rights recognized under any country's intellectual property rights
laws) which the Company (including its subsidiaries) owns or has the right to
use on terms and conditions not approved by the Board, or (iii) while there is
an Acquiring Person, there shall occur any reclassification of securities
(including any reverse stock split), any recapitalization of the Company, or any
merger or consolidation of the Company with any of its subsidiaries or any other
transaction or transactions involving the Company or any of its subsidiaries
(whether or not involving the Acquiring Person) which have the effect, directly
or indirectly, of increasing by more than 1% the proportionate share of the
outstanding shares of any class of equity securities of the Company or any of
its subsidiaries which is directly or indirectly owned or controlled by the
Acquiring Person, or any affiliate or associate thereof, (such events are
collectively referred to herein as the "Flip-In Events"), then, and in each such
case, each holder of record of a Right, other than the Acquiring Person, will
thereafter have the right to receive, upon payment of the then current Purchase
Price, in lieu of one one-thousandth of a share of Preferred Stock per
outstanding Right, that number of shares of Common Stock having a market value
at the time of the transaction equal to the Purchase Price (as adjusted to the
Purchase Price in effect immediately prior to the Flip-In Event multiplied by
the number of one one-thousandths of a share of Preferred Stock for which a
Right was exercisable immediately prior to such Flip-In Event) divided by
one-half the average of the daily closing prices per share of the Common Stock
for the thirty consecutive trading days ("Current Market Price") on the date of
such Flip-In
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Event. Notwithstanding the foregoing, Rights held by the Acquiring Person or
any associate or affiliate thereof or certain transferees will be void and no
longer be transferable.
The Company may at its option substitute for a share of Common Stock
issuable upon the exercise of Rights in accordance with the foregoing paragraph
such number or fractions of shares of Preferred Stock having an aggregate
current market value equal to the Current Market Price of a share of Common
Stock. In the event that insufficient shares of Common Stock are available to
permit the exercise in full of the Rights in accordance with the foregoing
paragraph, the Board shall, to the extent permitted by applicable law and any
material agreements then in effect to which the Company is a party, (A)
determine the excess (such excess, the "Spread") of (1) the value of the shares
of Common Stock issuable upon the exercise of a Right in accordance with this
paragraph (the "Current Value") over (2) the Purchase Price, and (B) with
respect to each Right (other than Rights which have become void pursuant to the
foregoing paragraph), make adequate provision to substitute for the shares of
Common Stock issuable in accordance with this paragraph upon exercise of the
Right and payment of the Purchase Price, (1) cash, (2) a reduction in such
Purchase Price, (3) shares of Preferred Stock or other equity securities of the
Company (including, without limitation, shares or fractions of shares of
Preferred Stock which, by virtue of having dividend, voting and liquidation
rights substantially comparable to those of the shares of Common Stock, are
deemed in good faith by the Board of Directors to have substantially the same
value as the shares of Common Stock, (4) debt securities of the Company, (5)
other assets, or (6) any combination of the foregoing, having a value which,
when added to the value of the shares of Common Stock actually issued upon
exercise of such Right, shall have an aggregate value equal to the Current Value
(less the amount of any reduction in such Purchase Price); provided, however,
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that if the Company shall not make adequate provision to deliver value pursuant
to clause (B) above within thirty (30) days following the Flip-In Event, then
the Company shall be obligated to deliver, to the extent permitted by applicable
law and any material agreements then in effect to which the Company is a party,
upon the surrender for exercise of a Right and without requiring payment of such
Purchase Price, shares of Common Stock (to the extent available), and then, if
necessary, such number or fractions of shares of Preferred Stock (to the extent
available) and then, if necessary, cash, which shares and/or cash have an
aggregate value equal to the Spread. Rights are not exercisable following the
occurrence of the events set forth in the foregoing paragraph until the
expiration of the period during which the Rights may be redeemed as described
below.
Unless the Rights are earlier redeemed, in the event that following the
first occurrence of a Flip-In Event, the Company were to be acquired in a merger
or other business combination in which any shares of the Company's Common Stock
are exchanged or converted for other securities or assets (other than a merger
or other business combination in which the voting power represented by the
Company's securities outstanding immediately prior thereto continues to
represent all of the voting power represented by the securities of the Company
thereafter and the holders of such securities have not changed as a result of
such transaction), or 50% or more of the assets or earning power of the Company
and its subsidiaries (taken as a whole) were to be sold or transferred in one or
a series of related transactions (such transactions being collectively referred
to herein as the "Flip-Over Events"), the Rights Agreement provides that proper
provision shall be made so that each holder of record of a Right (other than an
Acquiring Person, or affiliates or associates thereof) will from and after such
date have the right to receive, upon payment of the then current Purchase Price,
that number of shares of common stock of the
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acquiring company having a market value at the time of such transaction equal
to the Purchase Price divided by one-half the Current Market Price of such
common stock.
No fractional shares of Common Stock will be issued 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.
At any time until the occurrence of a Flip-In Event, the Board may
redeem the Rights in whole, but not in part, at a price of $0.001 per Right (the
"Redemption Price"). Immediately upon the action of the Board authorizing
redemption of the Rights, the right to exercise the Rights will terminate, and
the only right of the holders of Rights will be to receive the Redemption Price
without any interest thereon.
At any time after the occurrence of a Flip-In Event and prior to the
earlier of a Flip-Over Event or such time as any Acquiring Person (other than an
Exempt Person), together with all affiliates and associates, becomes the
beneficial owner of more than 50% of the Common Stock outstanding, the Board
may, at its option, exchange all or any portion of the outstanding Rights (other
than Rights held by any Acquiring Person which have become void) for shares of
Common Stock on a pro rata basis, at an exchange ratio of one share of Common
Stock or one one-thousandth of a share of Preferred Stock (or of a share of a
class or series of the Company's Preferred Stock having equivalent rights,
preferences and privileges) per Right. Immediately upon the ordering of such
exchange and without any notice, the right to exercise such Rights shall
terminate and the only right thereafter of a holder of such Rights shall be to
receive shares of Common Stock or Common Stock equivalents issuable pursuant to
the exchange. In the event there are insufficient shares of Common Stock issued
but not outstanding or authorized but unissued to permit any exchange of Rights,
the Company shall take all actions necessary to authorize additional shares.
Until the Rights become nonredeemable the Company may, except with
respect to the redemption price of the Rights, amend the Rights Agreement in any
manner. After the Rights become nonredeemable, the Company may amend the Rights
Agreement to cure any ambiguity, to correct or supplement any provision which
may be defective or inconsistent with any other provisions, to shorten or
lengthen any time period under the Rights Agreement, or to arrange or supplement
the provisions thereunder in any manner which the Company may deem necessary or
desirable, provided that no such amendment may adversely affect the interests of
the holders of the Rights (other than the Acquiring Person or its affiliates or
associates) or cause the Rights to again be redeemable or the Agreement to again
be freely amendable.
Until a Right is exercised, the holder, 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 shares of
Common Stock. If the Rights should become exercisable, stockholders, depending
on then existing circumstances, may recognize taxable income.
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The Rights have certain anti-takeover effects. Under certain
circumstances the Rights could cause substantial dilution to a person or group
who attempts to acquire the Company on terms not approved by the Board. However,
the Rights should not interfere with any merger or other business combination
approved by the Board.
The form of Rights Agreement between the Company and the Rights Agent
(including as Exhibit A the form of Certificate of Designation, Preferences and
Rights of the Terms of the Series A Preferred Stock, as Exhibit B the form of
Right Certificate, and as Exhibit C the Summary of Terms of Rights Agreement),
the Company's press release dated March 5, 2001 and a form of letter to the
Company's stockholders dated March 16, 2002 are attached hereto as Exhibit 4.2,
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Exhibit 99.1 and Exhibit 20.1, respectively, and incorporated herein by
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reference. The foregoing description of the Rights is qualified in its entirety
by reference to such exhibits.
(b) Amendment of Bylaws.
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On March 4, 2002, the Board of Directors amended and restated Article
II, Section 2.3 of the Bylaws of the Company to set forth specific provisions
regulating special meetings of stockholders. The amended Section 2.3 is set
forth in the Second Amended and Restated Bylaws of the Company attached hereto
as Exhibit 3.2 and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Item 7. Exhibits.
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(c)
3.2 Second Amended and Restated Bylaws of Microtune, Inc.
4.2 Rights Agreement dated March 4, 2002 between Microtune, Inc.
and ComputerShare Investor Services, LLC, as Rights Agent,
including the Certificate of Designation, the form of Rights
Certificate and the Summary of Terms attached thereto as
Exhibits A, B and C, respectively.
20.1 Form of Letter to Microtune, Inc. Stockholders dated
March 16, 2002.
99.1 Press Release dated March 5, 2002.
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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.
MICROTUNE, INC.
Date: March 18, 2002 By: /s/ Douglas J. Bartek
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Douglas J. Bartek
Chairman and
Chief Executive Officer
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EXHIBIT INDEX
Exhibit Description
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3.2 Second Amended and Restated Bylaws of Microtune, Inc.
4.2 Form of Rights Agreement between the Company and
Computershare Investor Services, LLC, as Rights Agent
(including as Exhibit A the form of Certificate of
Designation, Preferences and Rights of the Terms of the
Series A Preferred Stock, as Exhibit B the form of Right
Certificate, and as Exhibit C the Summary of Terms of
Rights Agreement).
20.1 Form of Letter to Microtune, Inc. stockholders, dated March
16, 2002.
99.1 Press Release dated March 5, 2002.
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