Item 3.03. Material Modification to Rights of Security Holders.
On
A summary of the terms of the Rights Agreement follows:
The Rights. The Rights will initially trade with, and will be inseparable from,
the shares of Company Common Stock. The Rights are evidenced only by
certificates (or, in the case of uncertificated shares, by notations in the book
entry account system) that represent shares of the Company Common Stock. New
Rights will accompany any new shares of Company Common Stock issued after
Exercisability. The Rights will not be exercisable until 10 days after the public announcement that a person or group has become an "Acquiring Person" (as defined in the Rights Agreement) by obtaining beneficial ownership of 10% (20% in the case of a stockholder who is entitled to file and files a Schedule 13G under the Exchange Act) or more of the outstanding shares of Company Common Stock. If a stockholder's beneficial ownership of Company Common Stock as of the time of this announcement of the rights plan and associated dividend declaration is at or above 10% (20% in the case of a stockholder who is entitled to file and files a Schedule 13G under the Exchange Act) (including through entry into certain derivative positions), that stockholder's existing ownership percentage would be grandfathered, but the Rights would become exercisable if at any time after this announcement, the stockholder increases its ownership percentage by 0.001% or more. Prior to exercise, the Right does not give its holder any dividend, voting or liquidation rights.
The date when the Rights become exercisable is referred to herein as the "Rights Distribution Date." Until that date, Company Common Stock certificates or, in the case of uncertificated shares, notations in the book-entry account system will also evidence the Rights, and any transfer of shares of Company Common Stock will constitute a transfer of Rights. After that date, the Rights will separate from the shares of Company Common Stock and be evidenced by book-entry credits or by Rights certificates that the Company will mail to all eligible holders of Company Common Stock. Any Rights held by an Acquiring Person are null and void and may not be exercised.
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Exercise Price. Each Right will allow its holder to purchase from the Company
one one-thousandth of a share of Series B Participating Preferred Stock, par
value
Beneficial Ownership. Certain synthetic interests in securities created by
derivative positions - whether or not such interests are considered to be
ownership of underlying shares of Company Common Stock or are reportable for
purposes of Regulation 13D of the Securities Exchange Act of 1934, as amended -
are treated as beneficial ownership of the number of shares of Company Common
Stock equivalent to the economic exposure created by the derivative position, to
the extent actual shares of Company Common Stock are directly or indirectly held
by counterparties to the derivatives contracts. Swaps dealers unassociated with
any control intent or intent to evade the purposes of the Rights Agreement are
excepted from such imputed beneficial ownership. In addition, shares held by
Consequences of a Person or Group Becoming an Acquiring Person.
• Flip In. If a person or group becomes an Acquiring Person, all holders of
Rights except the Acquiring Person may, for the Exercise Price, purchase shares
of Company Common Stock with a market value of
• Exchange. After a person or group becomes an Acquiring Person, but before an Acquiring Person owns 50% or more of the outstanding shares of Company Common Stock, the Board may extinguish the Rights by exchanging one share of Company Common Stock or an equivalent security for each Right, other than Rights held by the Acquiring Person.
•
Preferred Share Provisions.
Each one one-thousandth of a Preferred Share, if issued:
• will not be redeemable;
• will entitle holders to quarterly dividend payments of
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• will entitle holders upon liquidation either to receive
• will have the same voting power as one share of Company Common Stock; and
• will entitle holders to a per share payment equal to the payment made on one share of Company Common Stock (but only if shares of Company Common Stock are exchanged via merger, consolidation, or a similar transaction).
The value of a one one-thousandth interest in a Preferred Share should approximate the value of one share of Company Common Stock.
Expiration. The Rights will expire on
Redemption. The Board may redeem the Rights for
Anti-Dilution Provisions. The Board may adjust the purchase price of the Preferred Shares, the number of Preferred Shares issuable and the number of . . .
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
In connection with the adoption of the Rights Agreement referenced in Item 3.03
above, the Board approved the Certificate of Designations establishing the
Preferred Shares and the rights, preferences and privileges thereof. The
Certificate of Designations was filed with the Secretary of State of the
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Item 8.01. Other Events.
On
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. Exhibit No. Description 3.1 Certificate of Designations of Series B Participating Preferred Stock ofNational Instruments Corporation . 4.1 Rights Agreement, dated as ofJanuary 13, 2023 , betweenNational Instruments Corporation andComputershare Trust Company, N.A. , as rights agent, which includes the form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Shares as Exhibit C. 99.1 Press Release, dated as ofJanuary 13, 2023 . 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
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