UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
Ryan's Restaurant Group, Inc.
(Exact Name of Registrant as Specified in Its Charter)
South Carolina 57-0657895
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(State or Other Jurisdiction (IRS Employer Identification No.)
of Incorporation)
405 Lancaster Avenue (29650)
Post Office Box 100
Greer, SC 29652
(Address of principal executive offices) (Zip Code)
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. [ ]
If this form related 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. [X]
Securities Act registration statement file number to which this form
relates: _______________
(if applicable)
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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None None
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock Purchase Rights
(pursuant to Shareholder Rights Agreement dated as of February 18, 2005)
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(Title of Class)
Item 1. Description of Registrant's Securities To Be Registered
On January 24, 2005, the Board of Directors of Ryan's Restaurant Group,
Inc. (the "Company") declared a dividend distribution of one Common Stock
Purchase Right for (each a "Right") each outstanding share of Common Stock of
the Company to stockholders of record at the close of business on February 28,
2005. Each Right entitles the registered holder to purchase from the Company one
half share of Common Stock, $1.00 par value per share (the "Common Stock"), at a
cash exercise price of $11 per half share, subject to adjustment. The
description and terms of the Rights are set forth in a Shareholder Rights
Agreement between the Company and American Stock Transfer & Trust Company, as
Rights Agent dated as of February 18, 2005, as amended, restated or otherwise
modified from time to time (the "Agreement").
Initially, the Rights will not be exercisable, will be attached to all
outstanding shares of Common Stock, and no separate Right Certificates will be
distributed. The Rights will separate from the Common Stock and a Distribution
Date will occur upon the earliest of (i) 10 calendar days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") (other than an Exempt Person as defined in the Agreement)
has acquired beneficial ownership of 20% or more of the outstanding shares of
Common Stock (the date of said announcement being referred to as the "Share
Acquisition Date") and (ii) 10 business days following the commencement of a
tender offer or exchange offer that would result in a Person or group owning 20%
or more of the outstanding shares of Common Stock.
Until the Distribution Date (or earlier redemption or expiration of the
Rights), (a) the Rights will be evidenced by the Common Stock certificates and
will be transferred with and only with such Common Stock certificates, (b) new
Common Stock certificates issued after February 28, 2005 will contain a notation
incorporating the Agreement by reference, and (c) the surrender for transfer of
any certificates for Common Stock will also constitute the transfer of the
Rights associated with the Common Stock represented by such certificate.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on February 18, 2008 (or, if the Agreement is
not ratified by holders of a majority of the shares of Common Stock voting on
the issue at the Company's first annual meeting of shareholders after February
18, 2005, immediately following such annual meeting) unless previously redeemed
or exchanged by the Company (including by shareholder action in connection with
a "Qualified Offer" as defined in the Agreement) as described below.
As soon as practicable after the Distribution Date, Right Certificates
will be mailed to holders of record of Common Stock as of the close of business
on the Distribution Date and, thereafter, the separate Right Certificates alone
will represent the Rights. Except as otherwise determined by the Board of
Directors, only shares of Common Stock issued prior to the Distribution Date
will be issued with Rights.
In the event that (i) an Acquiring Person acquires beneficial ownership
of 20% or more of the Company's Common Stock, (ii) the Company is the surviving
corporation in a merger with an Acquiring Person or any Affiliate or Associate
and the Common Stock is not changed or exchanged, (iii) an Acquiring Person
engages in one of a number of self-dealing transactions specified in the
Agreement, or (iv) an event occurs which results in an Acquiring Person's
ownership interest being increased by more than 1% (e.g., a reverse stock
split), proper provision will be made so that each holder of a Right will
thereafter have the right to receive upon exercise thereof at the then current
exercise price, that number of shares of Common Stock (or in certain
circumstances, cash, property, or other securities of the Company) having a
market value of two times such exercise price. However, the Rights are not
exercisable following the occurrence of any of the events set forth above
until such time as the Rights are no longer redeemable as set forth below.
Notwithstanding any of the foregoing, rights that are or were beneficially owned
by an Acquiring Person shall become null and void.
In the event that, at any time following the Share Acquisition Date,
(i) the Company is acquired in a merger or other business combination
transaction or (ii) 50% or more of the Company's assets or earning power is
sold, each holder of a Right shall thereafter have the right to receive, upon
exercise, common stock of the acquiring company having a market value equal to
two times the exercise price of the Right.
At any time after any person becomes an Acquiring Person and prior to
such the time such Person, together with its Affiliates and Associates, becomes
the Beneficial Owner of 50% or more of the outstanding Common Stock, the Board
of Directors of the Company may exchange the Rights (other than Rights which
have become void), in whole or in part, at the exchange rate of one share of
Common Stock per Right, subject to adjustment as provided in the Rights
Agreement.
The exercise price payable, and the number of shares of Common 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 Common
Stock, (ii) if holders of the Common Stock are granted certain rights or
warrants to subscribe for Common Stock or securities convertible into Common
Stock at less than the current market price of the Common Stock, or (iii) upon
the distribution to holders of the Common Stock of evidence 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 exercise price will be
required until cumulative adjustments amount to at least 1% of the exercise
price. No fractional shares of Common Stock will be issued and, in lieu thereof,
an adjustment, in cash will be made based on the fair market value of the Common
Stock on the last trading date prior to the date of exercise.
At any time prior to the earlier of (1) the close of business on the
10th day following a Share Acquisition Date and (2) February 18, 2008 (or any
earlier expiration or termination date), the Board of Directors of the Company
may redeem the Rights in whole, but not in part, at a price of $0.001 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 the Redemption Price. However, in the event the Company
receives a Qualified Offer (as defined below), the Rights may be redeemed by way
of shareholder action taken at a special meeting of shareholders called by the
Board for the purpose of voting on a resolution accepting the Qualified Offer
and authorizing the redemption of the Rights pursuant to the provisions of the
Rights Agreement. The special meeting must be held not less than 90 or more than
120 days after the date the Qualified Offer is received (unless a meeting is
already scheduled to be held within 60 days after the Qualified Offer is
received). Such an action by shareholders requires the affirmative vote of a
two-thirds of all shares of Common Stock and any other stock entitled to vote in
the election of directors and management affairs of the Company (excluding
shares held by the offering Person and its Affiliates), and is effective
immediately prior to the consummation of any Qualified Offer consummated within
60 days after the special meeting. A "Qualified Offer" is a tender offer for all
outstanding shares of Common Stock not already beneficially owned by the Person
making the Qualified Offer that meets all of the following conditions:
o the same per share price and consideration is offered for all shares,
is no less than the then current market price for shares of Common
Stock, is at least 80 percent cash (and any non-cash portion is
comprised of shares listed on a national exchange or the Nasdaq
National Market), and is to be paid upon consummation of the Qualified
Offer,
o the Qualified Offer is accompanied by written financing commitments
and/or has on hand cash or cash equivalents, for the full amount of
all financing necessary to consummate the Qualified Offer,
o the Qualified Offer requests that the Company call a special meeting
of shareholders to accept the Qualified Offer and contains a written
agreement of the person making the Qualified Offer to pay at least 50%
of the Company's costs of the special meeting,
o the Qualified Offer by its terms remains open for at least 30 Business
Days plus 15 Business Days after any change in price or after any bona
fide alternative offer for a higher consideration is made,
o the Qualified Offer is accompanied by a written opinion of a
nationally recognized investment banking firm, stating that the price
to be paid to holders pursuant to the Qualified Offer is fair and
including any written presentation of such firm showing the range of
values underlying such conclusion,
o on or before the date the Qualified Offer is commenced, such Person
makes an irrevocable written commitment to the Company:
o to acquire, within 5 Business Days upon completion of the
Qualified Offer, all shares of Common Stock then not beneficially
owned by such Person at the same price, and for the same
consideration, per share as paid in the Qualified Offer,
o not to amend its offer to reduce the price, and
o if the Qualified Offer is not consummated, that such Person will
not make another offer for the Common Stock within one year if at
least 85% of the common stock not owned by such Person has not
been tendered, and
o such offer is not subject to any financing, funding or similar
condition, does not include any condition relating to completion of or
satisfaction with any due diligence or similar investigation, and
otherwise provides for usual and customary terms and conditions.
In the determination of the fairness of any offer, the Board retains
the authority to reject, advise the shareholders to reject, or take other action
in response to any offer necessary to the exercise of its fiduciary duties.
Immediately upon action of the Board of Directors of the Company
ordering the redemption of the Rights or upon the effectiveness of a redemption
of the Rights pursuant to shareholder adoption of a resolution accepting a
Qualified Offer and authorizing the redemption of the Rights, the only existing
right of a holder shall be to receive the redemption price for the Rights.
Promptly after the action of the Board of Directors or Shareholders ordering
redemption of the Rights, the Company shall give notice of such redemption to
the Rights Agent and the record holders of the then outstanding Rights by mail.
Until a Right is exercised, the holder will have no rights as a
stockholder of the Company (beyond those as an existing stockholder), including
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 in the event that the
Rights become exercisable for Common Stock (or other consideration) of the
Company or for common stock of an acquiring company as set forth above.
Any of the provisions of the Agreement may be amended by the Board of
Directors of the Company prior to the Distribution Date. After the Distribution
Date, the provisions of the Agreement, other than those relating to the
principal economic terms of the Rights, may be amended by the Board to
cure any ambiguity, defect or inconsistency, to make changes which do not
adversely affect the interests of holders of Rights (excluding the interests of
any Acquiring Person), or to shorten or lengthen any time period under the
Agreement. Amendments adjusting time periods may, under certain circumstances,
be limited.
A copy of the Agreement is available free of charge from the Company.
This summary description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Agreement.
Item 2. Exhibits
4.1 Shareholder Rights Agreement dated as of February 18, 2005 between
Ryan's Restaurant Group, Inc. and American Stock Transfer & Trust
Company, as Rights Agent, which includes, as Exhibit A, the Form of
Rights Certificate; and as Exhibit B, the Summary of Rights to Purchase
Common Stock.
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.
RYAN'S RESTAURANT GROUP, INC.
Date: February 18, 2005 By: /s/ Janet J. Gleitz
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Name: Janet J. Gleitz
Title: Secretary
EXHIBIT INDEX
Exhibit Number Description of Exhibit
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4.1 Shareholder Rights Agreement dated as of February 18, 2005
between Ryan's Restaurant Group, Inc. and American Stock
Transfer & Trust Company, as Rights Agent, which includes, as
Exhibit A, the Form of Rights Certificate; and as Exhibit B,
the Summary of Rights to Purchase Common Stock.