GLASSBRIDGE ENTERPRISES, INC. Item 1.01. Entry into a Material Definitive Agreement.
On
The Rights. As part of the Rights Agreement, the Board authorized and declared a
dividend distribution of one right (a "Right") for each outstanding share of its
Common Stock, to stockholders of record at the close of business on
Acquiring Person; Exempt Persons; Exempt Transactions. Under the Rights
Agreement, an "Acquiring Person" is any person or group of affiliated or
associated persons (a "Person") who is or becomes the beneficial owner of 4.9%
or more of the outstanding shares of Common Stock other than as a result of
repurchases of stock by the Company, dividends or distribution by the Company,
stock issued under certain benefit plans or certain inadvertent actions by
stockholders. For purposes of calculating percentage ownership under the Rights
Agreement, outstanding shares of Common Stock include all of the shares of
common stock actually issued and outstanding. Beneficial ownership is determined
as provided in the Rights Agreement and generally includes, without limitation,
any ownership of securities a Person would be deemed to actually or
constructively own for purposes of Section 382 of the Code or the Treasury
Regulations promulgated thereunder. The Rights Agreement provides that the
following shall not be deemed an Acquiring Person for purposes of the Rights
Agreement: (i) the Company or any subsidiary of the Company and any employee
benefit plan of the Company, or of any subsidiary of the Company, or any Person
or entity organized, appointed or established by the Company for or pursuant to
the terms of any such plan or (ii) any Person that, as of
The Rights Agreement provides that a Person shall not become an Acquiring Person for purpose of the Rights Agreement in a transaction that the Board determines is exempt from the Rights Agreement, which determination shall be made in the sole and absolute discretion of the Board, upon request by any Person prior to the date upon which such Person would otherwise become an Acquiring Person, including, without limitation, if the Board determines that (i) neither the beneficial ownership of shares of Common Stock by such Person, directly or indirectly, as a result of such transaction nor any other aspect of such transaction would jeopardize or endanger the availability to the Company of the Tax Benefits, or (ii) such transaction is otherwise in the best interests of the Company.
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Exercise of Rights; Distribution of Rights. Initially, the Rights will not be exercisable and will be attached to all Common Stock representing shares then outstanding, and no separate Rights certificates will be distributed. Subject to certain exceptions specified in the Rights Agreement, the Rights will separate from the Common Stock and become exercisable, and a distribution date (a "Distribution Date") will occur, upon the earlier of (i) 10 business days (or such later date as the Board shall determine) following a public announcement that a Person has become an Acquiring Person or (ii) 10 business days (or such later date as the Board shall determine) following the commencement of a tender offer, exchange offer or other transaction that, upon consummation thereof, would result in a Person's becoming an Acquiring Person.
Until the Distribution Date, Common Stock held in book-entry form, or in the case of certificated shares, Common Stock certificates, will evidence the Rights and will contain a notation to that effect. Any transfer of shares of Common Stock prior to the Distribution Date will constitute a transfer of the associated Rights. After the Distribution Date, the Rights may be transferred on the books and records of the Rights Agent as provided in the Rights Agreement.
If on or after the Distribution Date, a Person is or becomes an Acquiring Person, each holder of a Right, other than certain Rights including those beneficially owned by the Acquiring Person (which will have become void), will have the right to receive upon exercise Common Stock (or, in certain circumstances, cash, property or other securities of the Company) having a value equal to two times the Purchase Price.
In the event that, at any time following the first date of public announcement that a Person has become an Acquiring Person or that discloses information which reveals the existence of an Acquiring Person or such earlier date as a majority of the Board becomes aware of the existence of an Acquiring Person (any such date, the "Stock Acquisition Date"), (i) the Company engages in a merger or other business combination transaction in which the Company is not the surviving corporation, (ii) the Company engages in a merger or other business combination transaction in which the Company is the surviving corporation and the Common Stock of the Company is changed or exchanged, or (iii) 50% or more of the Company's assets, cash flow, or earning power is sold or transferred, each holder of a Right (except Rights which have previously been voided as set forth above) shall thereafter have the right to receive, upon exercise, common stock of the acquiring company having a value equal to two times the Purchase Price.
Exchange. At any time following the Stock Acquisition Date and prior to the acquisition by the Acquiring Person of 50% or more of the outstanding Common Stock, the Board may exchange the Rights (other than Rights owned by such Person which have become void), in whole or in part, for Common Stock or Preferred Stock at an exchange ratio of one share of Common Stock, or one one-hundredth 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, subject to adjustment.
Expiration. The Rights and the Rights Agreement will expire on the earliest of
(i)
Redemption. At any time until the earlier of (A) the Distribution Date or (B)
the expiration date of the Rights, the Company may redeem the Rights in whole,
but not in part, at a price of
Anti-Dilution Provisions. The Purchase Price payable, and the number of Units 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) if holders of the Preferred Stock are granted 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 . . .
Item 3.03. Material Modifications to Rights of Security Holders.
The information set forth in Items 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
3.1 Amended and Restated Certificate of Incorporation of GlassBridge
Enterprises, Inc. 3.2 Amendment to the Restated Certificate of Incorporation as Amended ofGlassBridge Enterprises, Inc. 3.3 Certificate of Correction. 3.4 Certificate of Designation, Preferences and Rights of Series A
Participating Preferred Stock of
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