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
Gyrodyne Company of America, Inc.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
New York 11-1688021
---------------------------------------- ---------------------------------
(State of incorporation organization) (IRS Employer
Identification No.)
17 Flowerfield Street, St. James, NY 11780
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
--------------------------------------------------------------------------------
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. [_] 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: None
Securities to be registered pursuant to Section 12(g) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------- ------------------------------
Rights to Purchase Nasdaq SmallCap Market
Common Stock
Item 1. Description of Registrant's Securities to be Registered.
-------------------------------------------------------
On August 10, 2004, the Board of Directors of Gyrodyne Company of
America, Inc. (the "Corporation") declared a dividend distribution of one right
(a "Right") for each outstanding share of Common Stock, $1.00 par value per
share (the "Common Stock"), of the Corporation held by stockholders of record on
August 27, 2004 (the "Record Date"). Each Right entitles the registered holder
to purchase from the Corporation one share of common stock of the Corporation
(the "Common Stock") at a price of $75.00 per share (the "Exercise Price"). The
description and terms of the Rights are set forth in a Rights Agreement (the
"Rights Agreement"), dated as of August 10, 2004, between the Corporation and
Registrar and Transfer Company, as Rights Agent (the "Rights Agent").
As discussed below, initially the Rights will not be exercisable,
certificates will not be sent to stockholders and the Rights will automatically
trade with the Common Stock.
The Rights, unless earlier redeemed by the Board of Directors,
become exercisable upon the close of business on the day (the "Distribution
Date") which is the earlier of (i) the tenth day following the first date (the
"Stock Acquisition Date") on which there is a public announcement that a person
or group of affiliated or associated persons (an "Acquiring Person"), with
certain exceptions set forth below, has acquired beneficial ownership of 20% or
more of the outstanding voting stock of the Corporation or such earlier or later
date (not beyond the thirtieth day after the Stock Acquisition Date) as the
Board of Directors may determine or (ii) the tenth business day (or such later
date as may be determined by the Board of Directors prior to such time as any
person or group of affiliated or associated persons becomes an Acquiring Person)
after the date of the commencement or announcement of a person's or group's
intention to commence a tender or exchange offer the consummation of which would
result in the ownership of 20% or more of the Corporation's outstanding voting
stock (even if no shares are actually purchased pursuant to such offer); prior
thereto, the Rights will not be exercisable, will not be represented by a
separate certificate, and will not be transferable apart from the Common Stock,
but will instead be evidenced, (i) with respect to any of the shares of Common
Stock held in uncertificated book-entry form (a "Book-Entry") outstanding as of
the Record Date, by such Book-Entry and (ii) with respect to the shares of
Common Stock evidenced by Common Stock certificates outstanding as of the Record
Date, by such Common Stock certificate, together with a copy of this Summary of
Rights. An Acquiring Person does not include (A) the Corporation, (B) any
subsidiary of the Corporation, (C) any employee benefit plan or employee stock
plan of the Corporation or of any subsidiary of the Corporation, or any trust or
other entity organized, appointed, established or holding Common Stock for or
pursuant to the terms of any such plan or (D) any person or group whose
ownership of 20% or more of the shares of voting stock of the Corporation then
outstanding results solely from (i) any action or transaction or transactions
approved by the Board of Directors before such person or group became an
Acquiring Person or (ii) a reduction in the number of outstanding shares of
voting stock of the Corporation pursuant to a transaction or transactions
approved by the Board of Directors (provided that any person or group that does
not become an Acquiring Person by reason of clause (i) or (ii) above shall
become an Acquiring Person upon acquisition of an additional 1% or more of the
Corporation's voting stock then outstanding unless such acquisition of
additional voting stock will not result in such person or group becoming an
Acquiring Person by reason of such clause (i) or (ii). For purposes of the
foregoing, outstanding voting stock of the Corporation includes voting stock
that
-2-
trades on a "when issued" basis on a national securities exchange or on The
Nasdaq SmallCap Market.
Until the Distribution Date (or earlier redemption or expiration of
the Rights), new Common Stock certificates issued after August 27, 2004 will
contain a legend incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the Rights), transfer
on the Corporation's Direct Registration System of any Common Stock represented
by a Book-Entry or a certificate outstanding as of August 27, 2004, and, in each
case, with or without a copy of this Summary of Rights attached thereto, will
also constitute the transfer of the Rights associated with the Common Stock
represented by such Book-Entry or certificate. As soon as practicable following
the Distribution Date, separate certificates evidencing the Rights ("Rights
Certificates") will be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date and such separate Rights Certificates
alone will evidence the Rights from and after the Distribution Date.
The Rights are not exercisable until the Distribution Date. Unless
earlier redeemed by the Corporation as described below, the Rights will expire
at the close of business on August 11, 2014 (the "Expiration Date") (or, if the
Distribution Date shall have occurred before August 11, 2014, at the close of
business on the 90th day following the Distribution Date).
The number of shares of Common Stock issuable upon exercise of the
Rights is subject to certain adjustments from time to time in the event of a
stock dividend on, or a subdivision or combination of, the Common Stock. The
Exercise Price for the Rights is subject to adjustment in the event of
extraordinary distributions of cash or other property to holders of Common
Stock.
Unless the Rights are earlier redeemed, in the event that, after the
time that a Person becomes an Acquiring Person, the Corporation were to be
acquired in a merger or other business combination (in which any shares of
Common Stock are changed into or exchanged for other securities or assets) or
more than 50% of the assets or earning power of the Corporation and its
subsidiaries (taken as a whole) were to be sold or transferred in one or a
series of related transactions, the Rights Agreement provides that proper
provision will be made so that each holder of record, other than the Acquiring
Person, of a Right will from and after such date have the right to receive, upon
payment of the Exercise Price, that number of shares of common stock of the
acquiring company having a market value at the time of such transaction equal to
two times the Exercise Price.
In addition, unless the Rights are earlier redeemed, in the event
that a person or group becomes an Acquiring Person, the Rights Agreement
provides that proper provision will be made so that each holder of record of a
Right, other than the Acquiring Person (whose Rights will thereupon become null
and void), will thereafter have the right to receive, upon payment of the
Exercise Price, that number of shares of Common Stock having a market value at
the time of the transaction equal to two times the Exercise Price (such market
value to be determined with reference to the market value of the Corporation's
Common Stock as provided in the Rights Agreement).
-3-
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 voting stock, the Board of Directors of the Corporation 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 share of Common
Stock per Right (subject to adjustment).
Fractions of shares of Common Stock may, at the election of the
Corporation, be evidenced by depositary receipts. The Corporation may also issue
cash in lieu of fractional shares.
At any time on or prior to the close of business on the earlier of
(i) the tenth day after the Stock Acquisition Date (or such later date as a
majority of the Board of Directors may determine) or (ii) the Expiration Date,
the Corporation may redeem the Rights in whole, but not in part, at a price of
$0.005 per Right (the "Redemption Price"). Immediately upon the effective time
of the action of the Board of Directors of the Corporation authorizing
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.
For as long as the Rights are then redeemable, the Corporation may
amend the Rights in any manner, including an amendment to extend the time period
in which the Rights may be redeemed. At any time when the Rights are not then
redeemable, the Corporation may amend the Rights in any manner that does not
materially adversely affect the interests of holders of the Rights as such.
Until a Right is exercised, the holder, as such, will have no rights
as a stockholder of the Corporation, including, without limitation, the right to
vote or to receive dividends.
As of July 8, 2004 there were 1,531,086 shares of Common Stock
issued (of which 1,155,732 shares were outstanding and 375,354 shares were held
in treasury) and 164,650 shares were reserved for issuance pursuant to employee
benefit plans. As long as the Rights are attached to the Common Stock, the
Corporation will issue one Right with each new share of Common Stock so that all
such shares will have Rights attached.
The Rights Agreement (which includes as Exhibit B the forms of Right
Certificates and Election to Purchase) is attached hereto as an exhibit and is
incorporated herein by reference. The foregoing description of the Rights is
qualified in its entirety by reference to the Rights Agreement and such exhibits
thereto.
Item 2. Exhibits.
--------
Exhibit No. Description
----------- -----------
4.1 Rights Agreement, dated as of August 10, 2004, by and between
Gyrodyne Company of America, Inc. and Registrar and Transfer
Company, as Rights Agent, including as Exhibit B the forms of
Right Certificate and of Election to Exercise.
-4-
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.
Gyrodyne Company of America, Inc.
By: /s/ Stephen V. Maroney
-----------------------------------------
Name: Stephen V. Maroney
Title: President, Chief Executive Officer
and Treasurer
Date: August 13, 2004
-5-
EXHIBIT INDEX
Paper(P) or
Exhibit No. Description Electronic (E)
-------------- --------------------------------------------- ---------------
4.1 Rights Agreement, dated as of August 10, 2004, E
by and between Gyrodyne Company of America,
Inc. and Registrar and Transfer Company, as
Rights Agent, including as Exhibit B the
forms of Right Certificate and of Election
to Exercise.
-6-