SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-A/A
Amendment No. 2
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
CIRCUIT CITY STORES, INC.
(Exact name of registrant as specified in its charter)
Virginia 54-0493875
(State of incorporation or organization) (I.R.S. Employer Identification No.)
9950 Mayland Drive 23233
Richmond, Virginia (Zip Code)
(Address of Principal Executive Offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on
to be so registered which each class is to be
registered
Rights to Purchase Cumulative Participating New York Stock Exchange
Preferred Stock, Series E,
par value $20.00 per share
Rights to Purchase Cumulative Participating New York Stock Exchange
Preferred Stock, Series F,
par value $20.00 per share
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
The text of "Item 1. Description of Registrant's Securities to be
Registered", as amended, appears below and reflects an amendment and restatement
of the Registrant's Shareholder Rights Agreement, which was approved by
Registrant's Board of Directors on July 10, 2001.
Item 1. Description of Registrant's Securities to be Registered.
Reference is made to the information set forth under "Proposal 1 -- The
CarMax Stock Proposal -- Description of Circuit City Stock and CarMax Stock,"
"-- Inter-Group Interest," and "-- Anti-takeover Considerations" in the
Registrant's definitive proxy statement filed with the Securities and Exchange
Commission on December 23, 1996. A copy of such information is filed as Exhibit
2 to this Registration Statement and is incorporated herein by reference.
Rights Agreement
On April 14, 1998, the Board of Directors of Circuit City Stores, Inc.,
a Virginia corporation (the "Company"), declared a dividend distribution of (1)
one Preferred Stock Purchase Right (a "Circuit City Right") for each share of
the Circuit City Stores, Inc. - Circuit City Group Common Stock, par value $.50
per share (the "Circuit City Stock") outstanding on April 29, 1998 (the "Record
Date"), and (2) one Preferred Stock Purchase Right (a "CarMax Right") for each
share of the Circuit City Stores, Inc. - CarMax Group Common Stock, par value
$.50 per share (the "CarMax Stock") outstanding on the Record Date, and further
authorized the issuance of one Circuit City Right and one CarMax Right with
respect to each share of Circuit City Stock and CarMax Stock, respectively, that
in certain cases shall become outstanding thereafter. At the time of the
declaration of such dividend, each Circuit City Right represented the right to
purchase from the Company one four-hundredth of a share of the Company's Series
E Cumulative Participating Preferred Stock, par value $20 per share (the "Series
E Preferred Stock"), at a price of $250.00 (the "Series E Purchase Price"), and
each CarMax Right represented the right to purchase from the Company one
four-hundredth of a share of the Company's Series F Cumulative Participating
Preferred Stock, par value $20 per share (the "Series F Preferred Stock"), at a
price of $100.00 (the "Series F Purchase Price"), in each case subject to
adjustment in certain circumstances. The description and terms of the Rights are
set forth in a Rights Agreement, dated as of April 14, 1998, between the Company
and Norwest Bank Minnesota, N.A., as rights agent (the "Rights Agent"), as
amended and restated as of February 16, 1999 and as of July 10, 2001 (such
agreement, as so amended and restated and as amended from time to time being
hereinafter called the "Rights Agreement").
Initially, the Circuit City Rights and the CarMax Rights (collectively
the "Rights") will be attached to and represented by the certificates
representing outstanding shares of Circuit City Stock and CarMax Stock,
respectively (collectively, the "Common Stock"). The Rights will separate from
the Common Stock on the date (the "Distribution Date") which is the earlier of
(i) ten days following a public announcement that a person or group of
affiliated or associated persons (an "Acquiring Person") has acquired beneficial
ownership of an Acquiring Block (as hereinafter defined), or (ii) ten business
days (or such later date as may be set by the Board of Directors prior to any
person becoming an Acquiring Person) following the commencement of,
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or first public announcement of the intent of any person to commence, a tender
offer or exchange offer if, upon consummation thereof, the person or group
making such offer would be the beneficial owner of an Acquiring Block. For this
purpose, an Acquiring Block means either (x) 15% or more of the outstanding
Circuit City Stock or (y) shares of Common Stock which include both 30% or more
of the outstanding CarMax Stock and 15% or more of the voting power (determined
as set forth in the Rights Agreement) of the Common Stock. Notwithstanding the
foregoing, any person who was not an Acquiring Person immediately before the
Rights Agreement was restated on July 10, 2001, but who owns shares constituting
an Acquiring Block at the time of such restatement (and does not subsequently
cease to beneficially own shares constituting an Acquiring Block) shall not be
deemed an Acquiring Person unless such person acquires 20% or more of the voting
power of the outstanding shares of Common Stock.
Until the Distribution Date, (i) no Rights certificates will be
distributed, (ii) the Rights will be transferable with and only with the Common
Stock certificates, and (iii) the surrender for transfer of any Common Stock
certificates will also constitute the transfer of the Rights associated with the
Common Stock represented by such certificates. Following the Distribution Date,
Rights certificates will be mailed to holders of record of the Common Stock as
of the close of business on the Distribution Date and, thereafter, such separate
Rights certificates alone will evidence the Rights. Except in certain limited
circumstances, only shares of Common Stock issued prior to the Distribution Date
will be issued with Rights.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on April 14, 2008, unless earlier exercised or
redeemed by the Company as described below.
If any person becomes an Acquiring Person, each holder of a Right will
thereafter have the right to receive, upon the exercise thereof, in lieu of
shares of the associated series of Preferred Stock, shares of the associated
series of Common Stock (or, in certain circumstances, cash, property or other
securities of the Company) having a value equal to two times the exercise price
of the Right. Notwithstanding any of the foregoing, following such occurrence
any Rights that are, or (under certain circumstances specified in the Rights
Agreement) were, beneficially owned by an Acquiring Person will immediately
become null and void.
For example, at an exercise price of $250 per Right, each Circuit City
Right not owned by an Acquiring Person (or by certain related parties) following
an event set forth in the preceding paragraph would entitle its holder to
purchase $500 worth of Circuit City Stock (or other securities or assets, as
noted above) for $250. Assuming that the Circuit City Stock had a per share
value of $50 at such time, the holder of each valid Circuit City Right would be
entitled to purchase ten shares of Circuit City Stock for $250. The holder of
each valid CarMax Right would have a similar right under such circumstances to
purchase $200 worth of CarMax Stock (or such other securities or assets) for
$100 (the exercise price of a CarMax Right).
At any time following the date any person acquires an Acquiring Block,
if (i) the Company engages in a merger or consolidation in which the Company is
not the surviving corporation, (ii) the Company engages in a merger or
consolidation with another person in which
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the Company is the surviving corporation, but in which all or part of the Common
Stock is changed or exchanged, (iii) the Company engages in a statutory share
exchange or (iv) 50% or more of the Company's assets or earning power is sold or
transferred, the Rights Agreement requires that proper provision be made so that
each holder of a Right will thereafter have the right to receive, upon the
exercise thereof, common stock of the acquiring company having a value equal to
two times the exercise price of the Right. Notwithstanding any of the foregoing,
following the occurrence of any of the events set forth in this paragraph, any
Rights that are, or (under certain circumstances specified in the Rights
Agreement) were, beneficially owned by an Acquiring Person will immediately
become null and void.
The Rights Agreement provides that, after the Distribution Date, the
Company generally may not take any action which would diminish substantially the
benefits of the Rights, including any consolidation or merger with, or sale of
50% of the Company's assets or earning power to, any person which has securities
or is bound by agreements which would have such effect.
The Series E Purchase Price or the Series F Purchase Price, as the case
may be (the "Purchase Price"), payable, and the number of one four-hundredths of
a share 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 the Preferred Stock or other
capital stock, 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 securities
convertible into Preferred Stock 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 regular quarterly cash
dividends) or of subscription rights or warrants (other than those referred to
above).
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. The Company may, in lieu of issuing fractional shares of
Preferred Stock (other than fractions which are integral multiples of one
four-hundredth of a share) upon exercise of the Rights, make a cash payment
based on the market price of the Preferred Stock on the last trading date prior
to the date of exercise.
If the Company is not able to issue shares of the applicable series of
Preferred Stock or Common Stock because of the absence of necessary regulatory
approval, restrictions contained in the Company's Amended and Restated Articles
of Incorporation or for any other reason, a person exercising Rights will be
entitled to receive a combination of cash or property or other securities having
a value equal to the value of the shares of Preferred Stock or Common Stock
which would otherwise have been issued upon exercise of the Rights.
At any time until the date any person acquires an Acquiring Block, the
Board of Directors of the Company may redeem the Circuit City Rights and the
CarMax Rights in whole, but not in part, at a price of $.01 per Right, payable
in cash or securities or both (the "Redemption Price"). Immediately upon the
action of the Board of Directors of the Company ordering redemption of the
Rights, the Rights will terminate and the only right of the holders of Rights
will be to receive
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the Redemption Price. Any such redemption may be made effective at such time, on
such basis and with such conditions as may be established by the Board of
Directors.
After a person becomes an Acquiring Person and before any Acquiring
Person acquires 50% or more in voting power of the outstanding shares of Common
Stock, the Company may require a holder to exchange all or any portion of the
holder's Rights at an exchange ratio of (1) one share of Circuit City Stock or
before anti-dilution adjustments one four-hundredth of a share of Series E
Preferred Stock (or in certain circumstances, other securities of the Company)
per Circuit City Right and (2) one share of CarMax Stock or before anti-dilution
adjustments one four-hundredth of a share of Series F Preferred Stock (or in
certain circumstances, other securities of the Company) per CarMax Right.
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. While the distribution of the Rights will not
be taxable to stockholders or to the Company, stockholders may, depending upon
the circumstances, recognize taxable income at such time as the Rights become
exercisable or are exercised for Common Stock (or other consideration) of the
Company or for common stock of the acquiring company as set forth above.
Certain provisions of the Rights Agreement relating to the principal
economic terms of the Rights generally may not be amended at any time. Other
provisions may be amended by the Board of Directors of the Company prior to the
time any person acquires an Acquiring Block. Thereafter, these other provisions
of the Rights Agreement may be amended by the Board in order: to cure any
ambiguity, defect or inconsistency, or in any other respect that will not
adversely affect the interests of holders of Rights (excluding the interests of
any Acquiring Person).
Each one four-hundredth of a share of Series E Preferred Stock will be
entitled to (i) a quarterly dividend equal to the greater of (a) the quarterly
dividend declared per share of Circuit City Stock or (b) $.01, (ii) upon
liquidation, a minimum preferential liquidation payment equal to the greater of
(a) $250.00 or (b) the market price of a share of Circuit City Stock at the time
of liquidation, plus accrued and unpaid dividends, and (iii) in the event of any
merger, consolidation or other transaction in which shares of Circuit City Stock
are exchanged, the same amount received per share of Circuit City Stock. Each
one four-hundredth of a share of Series F Preferred Stock will be entitled to
(i) a quarterly dividend equal to the greater of (a) the quarterly dividend
declared per share of CarMax Stock or (b) $.01, (ii) upon liquidation, a minimum
preferential liquidation payment equal to the greater of (a) $100.00 or (b) the
market price of a share of CarMax Stock at the time of liquidation, plus accrued
and unpaid dividends, and (iii) in the event of any merger, consolidation or
other transaction in which shares of CarMax Stock are exchanged, the same amount
received per share of CarMax Stock. After April 14, 2058, the Company may redeem
all or any portion of the Series E or Series F Preferred Stock at a price equal
to the respective liquidation payments described above. The foregoing rights are
protected by customary anti-dilution provisions. The holders of shares of
Preferred Stock are not entitled to vote on any matter except to the extent
provided by law. Because of the nature of the Preferred Stock's dividend,
liquidation and redemption rights, the value of each one four-hundredth of a
share of Preferred Stock purchasable upon exercise of each Right should
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approximate the value of one share of the associated series of Common Stock
subject to the effect on such value of the fact that holders of Preferred Stock
have no voting rights other than those provided by law.
The number of four-hundredths of a share of Preferred Stock, the
dividend rate on the Preferred Stock and the number of four-hundredths of a
share of Preferred Stock which may be issued upon an exchange of the Rights,
have been appropriately adjusted, under the anti-dilution provisions, to reflect
the two-for-one stock split of the Circuit City Stock effective June 30, 1999.
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 to Exhibit 1 filed with this Registration
Statement.
Item 2. Exhibits.
* 1. Second Amended and Restated Rights Agreement dated as of July 10,
2001 between Registrant and Wells Fargo Bank Minnesota, N.A.,
formerly named Norwest Bank Minnesota, N.A., as Rights Agent,
including Exhibits A-1, A-2, B-1, B-2 and C thereto.
** 2. Information set forth under "Proposal 1 -- The CarMax Stock
Proposal -- Description of Circuit City Stock and CarMax Stock,"
"-- Inter-Group Interest," and "-- Anti-Takeover Considerations"
in the Registrant's definitive proxy statement filed December 23,
1996 (File No. 1-5767), is expressly incorporated herein by this
reference.
3. Registrant's Amended and Restated Articles of Incorporation,
effective February 3, 1997, filed as Exhibit 3 (i)(a) to the
Registrant's Amended Quarterly Report on Form 10-Q/A for the
quarter ended May 31, 1999 (File No. 1-5767), are expressly
incorporated herein by this reference.
4. Registrant's Articles of Amendment to its Amended and Restated
Articles of Incorporation, effective April 28, 1998, filed as
Exhibit 3(i)(b) to the Registrant's Amended Quarterly Report on
Form 10-Q/A for the quarter ended May 31, 1999 (File No. 1-5767),
are expressly incorporated herein by this reference.
5. Registrant's Articles of Amendment to its Amended and Restated
Articles of Incorporation, effective June 22, 1999, filed as
Exhibit 3(i)(c) to the Registrant's Amended Quarterly Report on
Form 10-Q/A for the quarter ended May 31, 1999 (File No. 1-5767),
are expressly incorporated herein by this reference.
6. Form of Rights Certificate for rights attached to Circuit City
Stores, Inc. -- Circuit City Group Common Stock, filed as Exhibit
B-1 to the Rights Agreement filed as Exhibit 1 to this
Registration Statement.
7. Form of Rights Certificate for rights attached to Circuit City
Stores, Inc. -- CarMax Group Common Stock, filed as Exhibit B-2
to the Rights Agreement filed as Exhibit 1 to this Registration
Statement.
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8. Registrant's Bylaws, as amended and restated April 11, 2000,
filed as exhibit 3(ii) to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended May 31, 2000 (File No. 1-5767),
are expressly incorporated herein by this reference.
* Filed herewith.
** Previously filed.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.
CIRCUIT CITY STORES, INC.
By: /s/ Michael T. Chalifoux
------------------------------------
Michael T. Chalifoux,
Executive Vice President,
Chief Financial Officer and
Secretary
Dated: July 20, 2001
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INDEX TO EXHIBITS
* 1. Second Amended and Restated Rights Agreement dated as of July 10,
2001 between Registrant and Wells Fargo Bank Minnesota, N.A.,
formerly named Norwest Bank Minnesota, N.A., as Rights Agent,
including Exhibits A-1, A-2, B-1, B-2 and C thereto.
** 2. Information set forth under "Proposal 1 -- The CarMax Stock
Proposal -- Description of Circuit City Stock and CarMax Stock,"
"-- Inter-Group Interest," and "-- Anti-Takeover Considerations"
in the Registrant's definitive proxy statement filed December 23,
1996 (File No. 1-5767), is expressly incorporated herein by this
reference.
3. Registrant's Amended and Restated Articles of Incorporation,
effective February 3, 1997, filed as Exhibit 3 (i)(a) to the
Registrant's Amended Quarterly Report on Form 10-Q/A for the
quarter ended May 31, 1999 (File No. 1-5767), are expressly
incorporated herein by this reference.
4. Registrant's Articles of Amendment to its Amended and Restated
Articles of Incorporation, effective April 28, 1998, filed as
Exhibit 3(i)(b) to the Registrant's Amended Quarterly Report on
Form 10-Q/A for the quarter ended May 31, 1999 (File No. 1-5767),
are expressly incorporated herein by this reference.
5. Registrant's Articles of Amendment to its Amended and Restated
Articles of Incorporation, effective June 22, 1999, filed as
Exhibit 3(i)(c) to the Registrant's Amended Quarterly Report on
Form 10-Q/A for the quarter ended May 31, 1999 (File No. 1-5767),
are expressly incorporated herein by this reference.
6. Form of Rights Certificate for rights attached to Circuit City
Stores, Inc. -- Circuit City Group Common Stock, filed as Exhibit
B-1 to the Rights Agreement filed as Exhibit 1 to this
Registration Statement.
7. Form of Rights Certificate for rights attached to Circuit City
Stores, Inc. -- CarMax Group Common Stock, filed as Exhibit B-2
to the Rights Agreement filed as Exhibit 1 to this Registration
Statement.
8. Registrant's Bylaws, as amended and restated April 11, 2000,
filed as exhibit 3(ii) to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended May 31, 2000 (File No. 1-5767),
are expressly incorporated herein by this reference.
* Filed herewith.
** Previously filed.
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