sec document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
LYNCH CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
INDIANA 38-1799862
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(State of Incorporation or Organization) (I.R.S. Employer Identification no.)
140 GREENWICH AVENUE, 4TH FLOOR
GREENWICH, CONNECTICUT 06830
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a If this form relates to the registration of a
class of securities pursuant to Section 12(b) class of securities pursuant to Section 12(g)
of the Exchange Act and is effective pursuant of the Exchange Act and is effective pursuant
to General Instruction A.(c), please check the to General Instruction A.(d), please check the
following box. /X/ following box. / /
Securities Act registration statement file number to which this form relates:
333-126335
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Securities to be registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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Common Share Subscription Rights American Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
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(Title of Class)
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(Title of Class)
ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
On October 25, 2005, the Board of Directors of Lynch Corporation (the
"Company") declared a dividend of one transferable subscription right
(individually, a "Right" and collectively, the "Rights") on each outstanding
share of the Company's common shares, par value $0.01 per share (the "Common
Shares") to the Company's shareholders (individually, a "Holder" and
collectively, the "Holders") of record on November 9, 2005 (the "Record Date").
Every three Rights entitle a Holder to purchase from the Company one Common
Share (the "Basic Subscription Privilege") at a subscription price of $7.25 per
whole share (the "Subscription Price"). Shareholders on November 9, 2005 who
fully exercise their Rights will also be entitled to subscribe for and purchase
additional Common Shares that are not purchased by other Rights Holders through
their Basic Subscription Privileges (the "Oversubscription Privilege"). The
Rights will be evidenced by Subscription Certificates and will expire at 5:00
p.m. New York City time on December 12, 2005, 30 days after the Company's
Registration Statement on Form S-2 is declared effective by the Securities and
Exchange Commission, unless extended for up to 15 days (the "Expiration Date").
The following is a summary of the principal terms of the Subscription
and Information Agent Agreement between the Company and Mellon Bank, N.A., as
Rights Agent (the "Rights Agent") (the "Rights Agreement"). A copy of the Rights
Agreement is attached as Exhibit 4.1 to this Registration Statement and is
incorporated herein by reference.
BASIC SUBSCRIPTION PRIVILEGE
The Company will distribute to the Holders of record of our Common
Shares, at the close of business on November 9, 2005, at no charge, one Right
for each Common Share owned. The Rights will be evidenced by Subscription
Certificates. Every three such Rights plus payment of the Subscription Price
will entitle a Holder to subscribe for one Common Share at the Subscription
Price. As of the date of the filing of this Registration Statement, there are
1,616,026 Common Shares issued and outstanding and accordingly 1,616,026 Rights
are to be issued. Assuming that all Rights are exercised, including those that
may be exercised as a result of the Oversubscription Privilege, an aggregate of
approximately 538,676 Common Shares will be sold. The Company will deliver to
subscribing Holders certificates representing Common Shares purchased through
the exercise of the Basic Subscription Privilege as soon as practicable after
the Expiration Date, anticipated to be approximately seven to 10 business days.
Holders are not required to exercise any or all of their Rights.
If, pursuant to the exercise of Rights, the number of Common Shares
that a Holder would be entitled to receive would result in receipt of fractional
shares, the aggregate number of Common Shares that the Holder is entitled to
purchase will be rounded up to the nearest whole number. Holders will not
receive cash in lieu of fractional shares.
OVERSUBSCRIPTION PRIVILEGE
Shareholders on November 9, 2005 who fully exercise the Rights
distributed to them by the Company will also be entitled to subscribe for and
purchase additional Common Shares that are not purchased by other Holders
through their Basic Subscription Privileges. The maximum number of Common Shares
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that a Holder may purchase under the Oversubscription Privilege is equal to the
number of Common Shares that Holder purchased under the Basic Subscription
Privilege. Once a Holder has exercised its Oversubscription Privilege, such
Holder may not revoke its exercise.
If a Holder wishes to exercise its Oversubscription Privilege, it must
send the full Subscription Price for the number of additional Common Shares that
it has requested to purchase (in addition to the payment due for Common Shares
purchased through its Basic Subscription Privilege). After all Common Shares
requested pursuant to the Basic Subscription Privilege are allocated, a
determination will be made as to the number of Common Shares available for
issuance under the Oversubscription Privilege. If the number of Common Shares
remaining after the exercise of all Basic Subscription Privileges is not
sufficient to satisfy requests from all Holders pursuant to the Oversubscription
Privileges, Holders will be allocated additional Common Shares pro rata. For
purposes of allocating the Common Shares under the Oversubscription Privilege,
there shall be calculated for each Holder seeking to exercise the
Oversubscription Privilege a proration factor. This proration factor will be
based on the number of Common Shares purchased by a Holder through the Basic
Subscription Privilege in proportion to the total number of Common Shares
purchased by all Holders pursuant to the Basic Subscription Privilege. For each
Holder, this proration factor will be applied to the Common Shares available for
purchase upon exercise of the Oversubscription Privilege and Common Shares will
be allocated accordingly. This process will be repeated until one of the
following conditions is met: (i) all oversubscribing Holders' requests are
filled, or (ii) there are no more Common Shares available for allocation.
As soon as practicable after the Expiration Date, the Rights Agent will
determine the number of Common Shares that oversubscribing Holders may purchase
pursuant to the Oversubscription Privilege. Oversubscribing Holders will receive
certificates representing these Common Shares and a refund for any excess
payments of the Subscription Price as soon as practicable after the Expiration
Date, anticipated to be approximately seven to 10 business days after the
Expiration Date. If a Holder requests and pays for more Common Shares than are
allocated to such Holder, the Company will refund that overpayment, without
interest.
WITHDRAWAL AND AMENDMENT
The Company may withdraw or terminate the offering of Rights at any
time for any reason. In the event that the offering is withdrawn or terminated,
all payments of the Subscription Price received from Holders will be returned as
soon as practicable, anticipated to be approximately three to five business days
after the date of such withdrawal or termination. Interest will not be payable
on any returned funds.
The Company reserves the right to amend the terms of the offering of
Rights. If the Company considers any such amendment material, the Company will:
o mail notice of the amendment to all Holders;
o extend the Expiration Date by at least 10 days; and
o offer all subscribing Holders not less than 10 days to revoke any
subscription already submitted.
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The extension of the Expiration Date will not, in and of itself, be
treated as a material amendment for these purposes.
METHOD OF PAYMENT
Holders must make payment of the Subscription Price in U.S. dollars for
the full number of Common Shares such Holder is subscribing (or oversubscribing)
for by either bank draft (cashier's check) or certified check drawn upon a U.S.
bank or money order payable to the Rights Agent.
NO REVOCATION
Once a Holder has exercised its subscription privileges, such Holder
may not revoke its exercise. Rights not exercised prior to the Expiration Date
will expire.
TRANSFERABILITY OF RIGHTS
The Rights are transferable, excluding Oversubscription Privileges,
until the opening of trading on the Expiration Date. The Company has applied to
list the Rights and expects to be authorized for trading of the Rights on the
American Stock Exchange. Any commissions in connection with the sale of Rights
will be paid by the selling Holder.
Holders may transfer all of the Rights, excluding the Oversubscription
Privilege, evidenced by a single Subscription Certificate by signing the
Subscription Certificate for transfer in accordance with the appropriate form
printed on the Subscription Certificate. Holders may transfer a portion of the
Rights, excluding the related Oversubscription Privilege, evidenced by a single
Subscription Certificate by delivering to the Rights Agent the Subscription
Certificate properly signed for transfer, with separate written instructions to
register a portion of the Rights in the name of such Holder's transferee and to
issue a new Subscription Certificate to the transferee covering the transferred
Rights. In that event and by appropriate written instructions, a Holder may
elect to receive a new Subscription Certificate covering the Rights such Holder
did not transfer.
ISSUANCE OF SHARE CERTIFICATES
Share certificates for Common Shares purchased will be issued as soon
as practicable after the Expiration Date, anticipated to be approximately seven
to 10 business days after the Expiration Date.
ITEM 2. EXHIBITS.
4.1 Form of Subscription and Information Agent Agreement between
Lynch Corporation and Mellon Bank, N.A.
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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 Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Dated: November 10, 2005 LYNCH CORPORATION
By: /s/ Eugene Hynes
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Name: Eugene Hynes
Title: Vice President
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