SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT
TO SECTION 12(b) OR (g) OF THE
SECURITIES
EXCHANGE ACT OF 1934
DYNAMICS
RESEARCH CORPORATION
(Exact
name of registrant as specified in its charter)
MASSACHUSETTS 04-2211809
(State
of
incorporation or
organization) (I.R.S.
Employer Identification No.)
60
FRONTAGE ROAD
ANDOVER,
MASSACHUSETTS 01810-5498
(Address
of principal executive offices)
Securities
to be registered pursuant to Section 12(b) of the Act:
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Title
of each class
to
be so registered
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Name
of each exchange on which
each
class is to
registered
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Series
B Preferred Stock Purchase Rights
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NASDAQ
Global Market
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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), please check the following box. [
]
If
this
Form relates 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), please check the following
box. [ ]
Securities
Act registration statement file number to which this form relates (if
applicable):
Securities
to be registered pursuant to Section 12(g) of the
Act: None
ITEM
1. Description of the Registrants’ Securities to be
Registered
On
July
23, 2008, Dynamics Research Corporation declared a dividend distribution of
one
preferred stock purchase right for each share of Common Stock. These New Rights
will eventually replace and have virtually the same practical effect as the
Rights that are presently in existence, but which are due to terminate on July
27, 2008. Each New Right entitles the registered holder to purchase from the
Company after the Distribution Date described below one-one hundredth of a
share
of its Series B Preferred Stock (the “Preferred Stock”). The exercise
price is $59.09 for each one-one hundredth of a share of Preferred
Stock. The distribution of New Rights is payable on July 27, 2008 to
the record holders of Common Stock at the close of business on that date. One
New Right will also be issued for each share of Common Stock issued between
July
27, 2008 and the Distribution Date.
Exercisability
of the New
Rights; Distribution Date
. The New Rights are not exercisable
until the Distribution Date. The “Distribution Date” would occur, if
ever, ten business days after either of the following events:
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·
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A
public announcement that a person or group (an “Acquiring Person”) has
acquired, or obtained the right to acquire, beneficial ownership
of 15% or
more of the Company’s outstanding Common Stock (which includes common
stock referenced in derivative transactions and securities) (the
“Stock
Acquisition Date”) or
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·
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The
commencement or announcement of an intention to make a tender offer
or
exchange offer that would result in a person or group owning 15%
or more
of the Company’s outstanding Common
Stock.
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Mergers,
Asset Sales and
Self-Dealing Transactions
. If after the Stock Acquisition Date
the Company is acquired in a merger or other business combination, or 50% or
more of its assets or earning power is sold, proper provision is to be made
so
that each holder of a New Right would have the right to receive, upon exercise
of the New Right, that number of shares of common stock of the acquiring company
which at the time has a market value of two times the exercise price of the
New
Right.
In
the
event that:
(1) the
Company is the surviving corporation in a merger with an Acquiring Person and
its Common Stock is not changed or exchanged, or
(2) an
Acquiring Person engages in one of a number of self-dealing transactions
specified in the Rights Agreement described below, or
(3) during
such time as there is an Acquiring Person any recapitalization, reorganization
or other transaction involving the Company occurs which result in such Acquiring
Person’s ownership interest being increased by more than 1%, then each holder of
a New Right would have the right to receive, upon exercise of the New Right,
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
the exercise price of the New Right.
Following
the occurrence of any of the events described in this section, any New Rights
beneficially owned by any Acquiring Person would immediately become null and
void.
Exchange
Option
. The Board may, at its option, at any time after any
person becomes an Acquiring Person, exchange all or part of the then outstanding
and exercisable New Rights for shares of Common Stock at an exchange ratio
of
one share of Common Stock per New Right. The Board, however, may not
effect an exchange at any time after any person (other than (i) the Company,
(ii) any subsidiary of the Company, (iii) any employee benefit plan of the
Company or any such subsidiary or any entity holding Common Stock for or
pursuant to the terms of any such plan), together with all affiliates of such
person, becomes the beneficial owner of 50% or more of the Common Stock then
outstanding. Immediately upon the action of the Board ordering the
exchange of any New Rights and without any further action and without any
notice, the right to exercise such New Rights will terminate and the only right
thereafter of a holder of such New Rights will be to receive that number of
shares of Common Stock equal to the number of such New Rights held by the
holder.
Transferability
of New
Rights
. Until the Distribution Date, the Common Stock
certificates will evidence the New Rights, and the transfer of the Common Stock
certificates will constitute a transfer of the New Rights. After the
Distribution Date, separate certificates evidencing the New Rights would be
mailed to holders of record of the Company’s Common Stock as of the close of
business on the Distribution Date, and such separate New Rights Certificates
alone would evidence the New Rights.
Redemption
. The
Board of Directors, by a majority vote, may redeem the New Rights at any time
at
a redemption price of $.01 per New Right. Immediately upon such
redemption, the right to exercise the New Rights will terminate, and the New
Rights holders will become entitled only to receive the Redemption
Price.
Expiration
of New
Rights
. If not previously exercised or redeemed, the New
Rights will expire on July 27, 2018.
Anti-Dilution
Adjustment
. The exercise price, the redemption price, the
exchange ratio and the number of shares of the Preferred Stock or other
securities or property issuable upon exercise of the New Rights are subject
to
adjustment from time to time to prevent dilution under the following
circumstances:
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·
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in
the event of a stock dividend on, or a subdivision, combination or
reclassification of the Preferred Stock,
or
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·
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upon
the grant to holders of the Preferred Stock of certain rights or
warrants
to subscribe for shares of the Preferred Stock or convertible securities
at less than the current market price,
or
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·
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upon
the distribution to holders of the Preferred Stock of evidences of
indebtedness or assets (excluding regular quarterly cash dividends
out of
the earnings or retained earnings of the Company and dividends payable
in
shares of Preferred Stock) or of subscription rights or warrants
(other
than those referred to above).
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With
certain exceptions, no adjustment in the exercise price will be required until
cumulative adjustments require an adjustment of at least 1% in such
price. At the Company’s option, cash (based on the market price on
the last trading date prior to the date of the exercise) will be paid instead
of
issuing fractional shares of any securities (other than fractional shares of
Preferred Stock in integral multiples of one one-hundredth of a
share).
No
Shareholder
Rights
. A New Right holder, as such, has no rights as a
shareholder of the Company, including, without limitation, the right to vote
or
receive dividends.
Amendments
. Any
of the provisions of the Rights Agreement may be amended by the Board of
Directors prior to the Distribution Date without the approval of any holders
of
the New Rights. After the Distribution Date, the Board of Directors
may amend the Rights Agreement to cure any ambiguity, to make changes which
do
not adversely affect the interests of holders of New Rights (excluding the
interests of any Acquiring Person) or to shorten or lengthen any time period
under the Rights Agreement. A majority vote of the Board of Directors
is required.
Tax
Consequences
. Although the Company believes that neither the
distribution of the New Rights nor the subsequent separation of the New Rights
on the Distribution Date should be taxable to the stockholders or the Company,
stockholders may, depending upon the circumstances, realize taxable income
upon
the occurrence of an event described under “Mergers, Asset Sales and Self-
Dealing Transactions.”
Rights
Agreement
. The terms of the New Rights are set forth in an
Amended and Restated Rights Agreement (the “Rights Agreement”) dated July 23,
2008 between the Company and American Stock Transfer & Trust Company, as
Rights Agent. A copy of the Rights Agreement is an Exhibit to Form
8-A/A filed with the Securities and Exchange Commission. A copy of
the Rights Agreement is available free of charge from the Rights Agent at the
following address:
American
Stock Transfer & Trust Company LLC
59
Maiden
Lane
New
York,
NY 10038
Attention: Executive
Vice President
(Dynamics
Research Corporation Rights Agreement)
This
summary does not purport to be complete and is qualified in its entirety by
reference to the Rights Agreement, which is incorporated into this summary
by
reference.
ITEM
2. Exhibits
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3.1
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Certificate
of Designation with respect to the Series B Preferred Stock, par
value
$.10 per share, of the Company (attached as Exhibit A to the Rights
Agreement).
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4.1
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Rights
Agreement dated as of July 23, 2008 ("Rights Agreement") between
the Company and American Stock Transfer & Trust Company, as Rights
Agent.
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4.2
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Form
of Rights Certificate (attached as Exhibit B to the Rights Agreement).
Pursuant to the Rights Agreement, printed Rights Certificates will
not be
mailed until the Distribution Date (as defined in the Rights
Agreement).
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[Remainder
of Page Intentionally Left Blank]
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SIGNATURE
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
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DYNAMICS
RESEARCH CORPORATION
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Dated: July
25, 2008
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By:
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/s/
David
Keleher
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David
Keleher
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Senior
Vice President, Chief Financial Officer and
Treasurer
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Exhibit
Index
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Exhibit
No.
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Description
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3.1
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Certificate
of Designation with respect to the Series B Preferred Stock, par
value
$.10 per share, of the Company (attached as Exhibit A to the Rights
Agreement).
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4.1
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Rights
Agreement dated as of July 23, 2008 ("Rights Agreement") between
the
Company and American Stock Transfer & Trust Company, as Rights
Agent.
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4.2
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Form
of Rights Certificate (attached as Exhibit B to the Rights Agreement).
Pursuant to the Rights Agreement, printed Rights Certificates will
not be
mailed until the Distribution Date (as defined in the Rights
Agreement).
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