UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 17, 2002
THE GOLDFIELD CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-7525 88-0031580
(Commission File Number) (IRS Employer
Identification No.)
100 Rialto Place, Suite 500, Melbourne, Florida 32901
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (321) 724-1700
--
(Former name or former address, if changed since last report)
Items 1 through 4, 6, 8 and 9 are inapplicable and have been omitted.
Item 5. Other Events
On September 17, 2002, the Board of Directors of The Goldfield Corporation,
a Delaware corporation (the "Company"), declared a dividend distribution of one
Right for each outstanding share of common stock, $0.10 par value, of the
Company (the "Common Stock"), to stockholders of record at the close of business
on September 18, 2002 (the "Record Date"). Each Right entitles the record holder
to purchase from the Company one one-thousandth of a share ("Preferred Stock
Fraction") of the Company's Series B Participating Preferred Stock, $1 par value
(the "Preferred Stock") at a price of $2.20 (the "Purchase Price"), subject to
adjustment in certain circumstances. Except as otherwise provided in the Rights
Agreement, the Purchase Price may be paid, at the election of the registered
holder, in cash or by certified bank check or money order payable to the order
of the Company. The description and terms of the Rights are set forth in a
Rights Agreement, dated as of September 18, 2002 (as it may be amended, modified
or supplemented from time to time, the "Rights Agreement"), between the Company
and American Stock Transfer & Trust Company, as Rights Agent.
Initially, the Rights will be attached to the certificates representing
outstanding shares of Common Stock, and no Rights Certificates will be
distributed. The Rights will separate from the Common Stock and a Distribution
Date will occur upon the earlier of:
o the close of business on the tenth day after the date of a public
announcement that a person or group of affiliated or associated
persons (with certain exceptions, an "Acquiring Person") has acquired,
or obtained the right to acquire, beneficial ownership of 20% or more
of the outstanding shares of Common Stock (the "Stock Acquisition
Date"), or
o the close of business on the tenth Business Day (or such later date as
may be determined by the Company's Board of Directors prior to such
time as any person becomes an Acquiring Person) after the commencement
of a tender offer or exchange offer if, upon consummation thereof, the
person or group making such offer would be the beneficial owner of 20%
or more of the outstanding shares of Common Stock.
Until the Distribution Date:
o the Rights will be evidenced by the Common Stock certificates and will
be transferred with and only with such Common Stock certificates,
o new Common Stock certificates issued after the Record Date will
contain a notation incorporating the Rights Agreement by reference,
and
o the surrender for transfer of any certificates for Common Stock
outstanding will also constitute the transfer of the Rights associated
with the Common Stock represented by such certificate.
As soon as practicable 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 September 18, 2012 unless earlier redeemed by the
Company as described below.
Except in the circumstances described below, after the Distribution Date
each Right will be exercisable into a Preferred Stock Fraction. Each Preferred
Stock Fraction carries voting and dividend rights that are intended to produce
the equivalent of one share of Common Stock. The voting and dividend rights of
the Preferred Stock are subject to adjustment in the event of dividends,
subdivisions and combinations with respect to the Common Stock of the Company.
In lieu of issuing certificates for fractions of shares of Preferred Stock
(other than fractions which are integral multiples of Preferred Stock
Fractions), the Company may pay cash in accordance with the Rights Agreement.
In the event that, at any time following the Distribution Date, a Person
becomes an Acquiring Person (other than pursuant to an offer for all outstanding
shares of Common Stock at a price and on terms which the majority of the
independent Directors determine to be fair to, and otherwise in the best
interests of, stockholders), the Rights Agreement provides that proper provision
shall be made so that each holder of a Right will thereafter have the right to
receive, upon the exercise thereof, Common Stock (or, in certain circumstances,
cash, property or other securities of the Company) having a value equal to two
(2) times the exercise price of the Right. In lieu of requiring payment of the
Purchase Price upon exercise of the Rights following any such event, the Company
may provide that each Right be exchanged for one share of Common Stock (or cash,
property or other securities, as the case may be). The only right of a holder of
Rights following the Company's election to provide for such exchange shall be to
receive the above described securities. 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 shall immediately
become null and void.
For example, at an exercise price of $2.20 per Right, each 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 $4.40
worth of Common Stock (or other consideration, as noted above) for $2.20.
Assuming that the Common Stock had a per share value of $0.44 at such time, the
holder of each valid Right would be entitled to purchase ten shares of Common
Stock for $2.20. Alternatively, the Company could permit the holder to surrender
each Right in exchange for one share of Common Stock (with a value of $0.44)
without the payment of any consideration other than the surrender of the Right.
In the event that, at any time following the Stock Acquisition Date:
o the Company engages in a merger or consolidation in which the Company
is not the surviving corporation
o the Company engages in a merger or consolidation with another person
in which the Company is the surviving corporation, but in which all or
part of its Common Stock is changed or exchanged, or
o 50% or more of the Company's assets or earning power is sold or
transferred (except with respect to the first two bullet points above,
a merger or consolidation which follows an offer described in the
second preceding paragraph and in which the amount and form of
consideration is the same as was paid in such offer),
the Rights Agreement provides that proper provision shall be made so that each
holder of a Right (except Rights which previously have been voided as set forth
above) shall thereafter have the right to receive, upon the exercise thereof,
common stock of the acquiring company having a value equal to two (2) times the
exercise price of the Right. The events set forth in this paragraph and in the
second preceding paragraph are referred to as the "Triggering Events".
The Purchase Price payable, and the number of Preferred Stock Fractions or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution under the following
circumstances:
o 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,
o 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 under the following circumstances: upon the
distribution to holders of the Preferred Stock of evidences of
indebtedness or assets (excluding regular quarterly cash dividends or
dividends payable in Preferred Stock) 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. No fractional shares of Preferred Stock (other than
fractions which are integral multiples of Preferred Stock Fractions) will be
issued upon exercise of the Rights and, in lieu thereof, a cash payment will be
made based on the market price of the Preferred Stock on the last trading date
prior to the date of exercise.
At any time prior to the earlier of the date on which a Section 11(a)(ii)
Event (as defined in the Rights Agreement) occurs and September 18, 2012, 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 Qualifying 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
Qualifying 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 and more than 120 days after the date the Qualifying Offer is received.
Such an action by shareholders requires the affirmative vote of a majority of
all shares of Common Stock and any other stock entitled to vote in the election
of directors and management affairs of the Company, and is effective immediately
prior to the consummation of any Qualifying Offer consummated within 60 days
after the special meeting. A "Qualifying Offer" is a written proposal that is
delivered to the Company by any person and meets the following conditions:
o the Qualifying Offer is for all of the outstanding shares of Common
Stock not already beneficially owned by such Person,
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 is to be paid upon
consummation of the Qualifying Offer,
o the Qualifying 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 Qualifying Offer is fair and
including any written presentation of such firm showing the range of
values underlying such conclusion,
o the Qualifying 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 Qualifying Offer,
o the Qualifying Offer requests that the Company call a special meeting
of shareholders to accept the Qualifying Offer and contains a written
agreement of the person making the Qualifying Offer to pay at least
50% of the Company's costs of the special meeting,
o the Qualifying Offer by its terms remains open for at least 20
Business Days plus 10 Business Days after any change in price, and
o on or before the date the Qualifying Offer is commenced, such Person
makes an irrevocable written commitment to the Company to acquire,
within 30 Business Days upon completion of the Qualifying 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 Qualifying Offer.
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 Qualifying
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.
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 in the event that the Rights become
exercisable for Common Stock (or other consideration) of the Company or for
common stock of the acquiring company as set forth above.
Any of the provisions of the Rights Agreement, other than certain
provisions relating to the principal economic terms of the Rights, may be
amended by the Board of Directors of the Company prior to the Distribution Date.
Thereafter, the provisions, other than certain provisions relating to the
principal economic terms of the Rights, of the Rights Agreement may be amended
by the Board in order: to cure any ambiguity, defect or inconsistency; to
shorten or lengthen any time period under the Rights Agreement; or in any other
respect that will not adversely affect the interests of holders of Rights
(excluding the interests of any Acquiring Person); provided that no amendment to
adjust the time period governing redemption shall be made at such time as the
Rights are not redeemable.
At least every three years, an Independent Directors Committee of the
Board, consisting of all Board members who are not employees (or spouses of
employees) of the Company, substantially dependent on the Company (or any of its
Affiliates) for their livelihood, an Acquiring Person or representative,
nominee, Associate or Affiliate of an Acquiring Person, will review and evaluate
the Rights Agreement in order to consider whether maintenance of the Rights
Agreement continues to be in the interests of the Company, its shareholders and
any other relevant constituencies. Following each such review, the Independent
Directors Committee will communicate its conclusions to the full Board,
including any recommendation as to whether the Rights Agreement should be
modified or the Rights should be redeemed.
A copy of the Rights Agreement will be filed with the Securities and
Exchange Commission as an Exhibit to a Registration Statement of the Company on
Form 8-A. A copy of the Rights Agreement is available free of charge from the
Company upon written request therefor. 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.
The Rights Agreement is attached as an exhibit hereto.
On September 17, 2002 the Company also announced that its Board of
Directors has approved a repurchase of up to 5% of its outstanding shares of
common stock over the next twelve months, beginning on or about September 17,
2002. The shares will be purchased from time to time in the open market at the
prevailing market prices, or in privately negotiated transactions.
A press release by the Company relating to the Repurchase Plan and the
Rights Agreement is attached as an exhibit hereto.
Item 7. Financial Statements and Exhibits
(c) Exhibits
4.1 Rights Agreement, dated as of September 18, 2002 between The
Goldfield Corporation and American Stock Transfer & Trust
Company, as Rights Agent (incorporated by reference to Form 8-A
filed on September 18, 2002).
99.1 Registrant's Press Release relating to the Repurchase Plan and
the Rights Agreement, dated September 17, 2002
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE GOLDFIELD CORPORATION
Date: September 18, 2002 By /s/ John H. Sottile
-------------------
Name: John H. Sottile
Title: Chairman, President and Chief
Executive Officer
INDEX TO EXHIBITS
Number Description
4.1 Rights Agreement, dated as of September 18, 2002 between The
Goldfield Corporation and American Stock Transfer & Trust
Company, as Rights Agent (incorporated by reference to Form
8-A filed on September 18, 2002).
99.1 Registrant's Press Release relating to the Repurchase Plan
and the Rights Agreement, dated September 17, 2002