Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT
TO SECTION 12(b) OR (g) OF THE
SECURITIES
EXCHANGE ACT OF 1934
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AltiGen Communications,
Inc.
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(Exact
name of registrant as specified in its charter)
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Delaware
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94-3204299
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(State
of incorporation or organization)
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(IRS
Employer I.D. No.)
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4555 Cushing Parkway, Fremont,
California
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94538
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(Address
of principal executive offices)
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(Zip
Code)
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Securities
to be registered pursuant to Section 12(b) of the Act:
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Title
of each class
to
be so registered
Preferred Stock
Purchase Rights
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Name
of each exchange on which
each
class is to be registered
Nasdaq Capital
Market
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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. x
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. o
Securities
Act registration statement file number to which this form relates (if
applicable): Not applicable.
Securities
to be registered pursuant to Section 12(g) of the Act:
None
Item
1. Description
of Securities to be Registered
On April
21, 2009, pursuant to a Preferred Stock Rights Agreement (the “Rights Agreement”) between
AltiGen Communications, Inc. (the “Company”) and Computershare
Trust Company, N.A., as Rights Agent (the “Rights Agent”), the Company’s
Board of Directors declared a dividend of one (1) right (a “Right”) to purchase one
one-thousandth (1/1,000th) of a
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 7, 2009 (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
(1/1,000th) of a
share of Series A Preferred at an exercise price of $4.00 (the “Purchase Price”), 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 (“Acquiring Person”) has
acquired, or obtained the right to acquire, beneficial ownership of 15% 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 15% 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 7, 2019 (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 (1/1,000th) of a
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
15% 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 15% 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 15% 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 15% 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 (1/1,000th) 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
15% 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
2. Exhibits
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Exhibit
No.
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Description
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3.1*
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Amended
and Restated Certificate of Incorporation of the
Registrant.
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3.2**
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Second
Amended and Restated Bylaws of the Registrant.
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3.3
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Certificate
of Designation of Rights, Preferences and Privileges of Series A
Participating Preferred Stock of AltiGen Communications,
Inc.
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4.1
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Preferred
Stock Rights Agreement, dated as of April 21, 2009, between the Company
and Computershare 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.
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*Incorporated
by reference to exhibit filed with the Registrant’s Registration Statement on
Form S-1 (No. 333-80037) declared effective on October 4, 1999.
**Incorporated
by reference to exhibit filed with the Registrant’s Quarterly Report on Form
10-Q for the quarter ended March 31, 2004.
SIGNATURES
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.
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ALTIGEN
COMMUNICATIONS, INC.
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Date:
April 23, 2009
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By:
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/s/
Philip M. McDermott
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Philip
M. McDermott
Chief
Financial Officer
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