SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A/A
(AMENDMENT NO. 2)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CROWN CRAFTS, INC.
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(Exact Name of Registrant as Specified in its Charter)
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Georgia 58-0678148
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
916 South Burnside Avenue
Gonzales, Louisiana 70737
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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 to General Instruction A.(d), please check
the following box. [X] the following box. [ ]
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Securities Act registration statement file number to which this form
relates:
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(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
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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 Purchase Rights NASDAQ OTC Bulletin Board
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
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(Title of Class)
This Form 8-A/A Amendment No. 2 amends and restates the information set forth in
the Registration Statement on Form 8-A, filed on August 22, 1995 by Crown
Crafts, Inc., a Georgia corporation (the "Company"), and in the Form 8-A/A
Amendment No. 1 filed on April 29, 2003 by the Company. On August 6, 2003, the
Board of Directors of the Company approved an Amended and Restated Rights
Agreement dated as of August 6, 2003 between the Company and SunTrust Bank, as
Rights Agent.
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
On August 8, 1995, the Board of Directors of Crown Crafts, Inc. (the
"Company") declared a dividend of one common share purchase right (a "Right")
for each outstanding share of the Company's common stock, par value $1.00 per
share (such common stock now designated "Series A Common Stock") (the "Common
Shares"). The dividend is payable on August 22, 1995 (the "Record Date") to the
shareholders of record on that date. Each Right entitles the registered holder
to purchase from the Company one Common Share at a price of $1.45 per share (the
"Purchase Price"), subject to adjustment. The description and terms of the
Rights are set forth in an Amended and Restated Rights Agreement (the "Rights
Agreement") dated as of August 6, 2003 between the Company and SunTrust Bank, as
Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons, with
certain exceptions as set forth in the Rights Agreement, have acquired
beneficial ownership of 5% or more of the outstanding Common Shares (any such
person or group being referred to as an "Acquiring Person") or (ii) 10 business
days (or such later date as may be determined by action of the Board of
Directors prior to such time as any person or group of affiliated persons
becomes an Acquiring Person) following the commencement of or announcement of an
intention to make, a tender offer or exchange offer the consummation of which
would result in the beneficial ownership by a person or group of 5% or more of
the outstanding Common Shares (the earlier of such dates being called the
"Distribution Date"), the Rights will be evidenced, with respect to any of the
Common Share certificates outstanding as of the Record Date, by such Common
Share certificate with a copy of this Summary of Rights attached thereto.
The Rights Agreement provides that, until the Distribution Date (or
earlier redemption or expiration of the Rights), the Rights will be transferred
with and only with the Common Shares. Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Share certificates issued
after the Record Date upon transfer or new issuance of Common Shares will
contain a notation incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the Rights), the
surrender for transfer of any certificates for Common Shares outstanding as of
the Record Date, even without such notation or a copy of this Summary of Rights
being attached thereto, will also constitute the transfer of the Rights
associated with the Common Shares represented by such certificate. As soon as
practicable following the Distribution Date, separate certificates evidencing
the Rights ("Right Certificates") will be mailed to holders of record of the
Common Shares as of the close of business on the Distribution Date and such
separate Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on March 31, 2009 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are earlier redeemed or
exchanged by the Company, in each case, as described below.
The Purchase Price payable, and the number of Common Shares 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
Shares, (ii) upon the grant to holders of the Common Shares of certain rights or
warrants to subscribe for or purchase Common Shares at a price, or securities
convertible into Common Shares with a conversion
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price, less than the then-current market price of the Common Shares or (iii)
upon the distribution to holders of the Common Shares of evidences of
indebtedness or assets (excluding regular periodic cash dividends paid out of
earnings or retained earnings or dividends payable in Common Shares) or of
subscription rights or warrants (other than those referred to above).
The number of outstanding Rights and the number of Common Shares
issuable upon exercise of each Right are also subject to adjustment in the event
of a stock split of the Common Shares or a stock dividend on the Common Shares
payable in Common Shares or subdivisions, consolidations or combinations of the
Common Shares occurring, in any such case, prior to the Distribution Date.
In the event that the Company is acquired in a merger or other business
combination transaction or 50% or more of its consolidated assets or earning
power are sold after a person or group has become an Acquiring Person, proper
provision will be made so that each holder of a Right will thereafter have the
right to receive, upon the exercise thereof at the then current exercise price
of the Right, that number of shares of common stock of the acquiring company
which at the time of such transaction will have a market value of two times the
exercise price of the Right. In the event that any person or group of affiliated
or associated persons becomes an Acquiring Person, proper provision shall be
made so that each holder of a Right, other than Rights beneficially owned by the
Acquiring Person (which will thereafter be void), will thereafter have the right
to receive upon exercise that number of Common Shares having a market value of
two times the exercise price of the Right.
At any time after any person or group becomes an Acquiring Person and
prior to the acquisition by such person or group of 50% or more of the
outstanding Common Shares, the Board of Directors of the Company may exchange
the Rights (other than Rights owned by such person or group which will have
become void), in whole or in part, at an exchange ratio of one Common Share per
Right (subject to adjustment).
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 Common Shares will be issued (other than fractions which
are integral multiples of one Common Share, which may, at the election of the
Company, be evidenced by depositary receipts) and in lieu thereof, an adjustment
in cash will be made based on the market price of the Common Shares on the last
trading day prior to the date of exercise.
Until the tenth day following a public announcement that a person or
group of affiliated or associated persons has acquired beneficial ownership of
5% or more of the outstanding Common Shares, 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 (the "Redemption Price"). The redemption of the Rights may be made
effective at such time on such basis with such conditions as the Board of
Directors, in its sole discretion, may establish. Immediately upon any
redemption of the Rights, the right to exercise the Rights will terminate and
the only right of the holders of Rights will be to receive the Redemption Price.
Any of the provisions of the Rights 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 Rights Agreement may be amended by the
Board of Directors in order to cure any ambiguity, to correct or supplement any
provision which may be defective or inconsistent with another provision, to
shorten or lengthen any time period under the Rights Agreement or to otherwise
change or supplement the provisions of the Rights Agreement in any manner the
Company deems necessary or desirable, so long as such amendments do not
adversely affect the interests of holders of Rights.
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Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.
A conformed copy of the Rights Agreement between the Company and the
Rights Agent specifying the terms of the Rights (which includes as Exhibit A the
form of Right Certificate and as Exhibit B the Summary of Rights of Purchase
Common Shares) is attached hereto and incorporated herein by reference. The
foregoing description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement.
ITEM 2. EXHIBITS.
4.1 Amended and Restated Rights Agreement dated as of August 6,
2003 between Crown Crafts, Inc., a Georgia corporation, and
SunTrust Bank, as Rights Agent, including the Form of Right
Certificate (Exhibit A) and the Summary of Rights to Purchase
Common Shares (Exhibit B).
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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 thereunto duly authorized.
Dated: August 13, 2003 CROWN CRAFTS, INC.
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By: /s/ E. Randall Chestnut
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E. Randall Chestnut,
Chairman of the Board, President
and Chief Executive Officer
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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4.1 Amended and Restated Rights Agreement dated as of August 6,
2003 between Crown Crafts, Inc., a Georgia corporation, and
SunTrust Bank, as Rights Agent, including the Form of Right
Certificate (Exhibit A) and the Summary of Rights to Purchase
Common Shares (Exhibit B).
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