UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
October
7, 2011
Date
of Report (Date of earliest event reported)
iPARTY
CORP.
(Exact
name of registrant as specified in its charter)
Delaware
|
001-15611
|
76-0547750
|
(State or other jurisdiction
of incorporation)
|
(Commission
File Number)
|
(IRS Employer
Identification No.)
|
270 Bridge Street, Suite 301, Dedham, Massachusetts
|
02026
|
(Address
of principal executive offices)
|
(Zip
Code)
|
(781) 329-3952
(
Registrant’s
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions (
see
General Instruction A.2. below):
⃞
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
⃞
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
⃞
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
⃞
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On October 7, 2011, the Board of Directors of iParty Corp. (the “
Company
”),
a Delaware corporation, adopted a new shareholder rights plan, as set
forth in the Shareholder Rights Agreement, dated October 7, 2011,
between the Company and Continental Stock Transfer & Trust Company, as
Rights Agent (the “
Rights Agreement
”). Continental Stock
Transfer & Trust Company also serves as the Company’s transfer
agent. The Rights Agreement will replace the Company’s existing
shareholder rights plan (“
Existing Rights Plan
”), which is
scheduled to expire on November 9, 2011. While the new Rights Agreement
contains provisions which are similar to the Existing Rights Plan, the
New Rights Agreement contains a three-year independent director
evaluation (TIDE) provision, which requires that a committee of
independent directors of the Company consider at least once every three
years whether maintaining the rights plan continues to be in the best
interests of stockholders.
In general terms, the Rights Agreement works by imposing a significant
penalty upon any person or group that acquires 10% or more of the
outstanding voting stock of the Company without the approval of the
Board of Directors. The Rights Agreement should not interfere with any
merger or other business combination approved by the Board of Directors.
A summary of the terms of the Rights Agreement follows. This description
is only a summary, and is not complete, and should be read together with
the entire Rights Agreement, which has been filed as Exhibit 4.1 to this
Form 8-K and is incorporated herein by reference. A copy of the Rights
Agreement is available free of charge from the Company.
Pursuant to the terms and subject to the conditions of the Rights
Agreement, the Board of Directors declared a dividend of one preferred
share purchase right (a “
Right
”) for each outstanding share
of common stock, par value $0.001 per share (the “
Common Stock
”)
and each outstanding share of preferred stock, par value $.001 (the “
Preferred
Stock
”, and together with the Common Stock, the “
Capital
Stock
”), on a fully diluted basis. The dividend is payable on
November 9, 2011 to the stockholders of record at the close of business
on November 9, 2011 (the “
Record Date
”).
Issuance of Rights.
Each holder of Capital Stock of the
Company as of the Record Date will receive a dividend of one Right per
share of Capital Stock. Each Right entitles the registered holder to
purchase from the Company one one-hundredth of a share of Series H
Junior Preferred Stock, par value $0.001 per share, of the Company (the “
Series
H Junior Preferred Stock
”) at a price of $2.00 per one one-hundredth
of a share of new Series H Junior Preferred Stock (the “
Exercise
Price
”), subject to adjustment.
Distribution Date
.
Until the Distribution Date, the
Rights will be evidenced, with respect to any of the Capital Stock
certificates outstanding as of the Record Date, by such Capital Stock
certificates.
The Distribution Date is the earlier to occur of:
-
10 calendar days following a public announcement that a person or
group of affiliated or associated persons (with certain exceptions, an
“
Acquiring Person
”) has acquired beneficial ownership of
10% or more of the outstanding shares of voting stock (or, if such
tenth calendar occurs before the Record Date, the close of business on
the Record Date) ; or
-
10 business days (or if such ten business days occurs before the
Record Date, the close of business on the Record Date) or such later
date as may be determined by action of the Board of Directors of the
Company 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 15% or more of the outstanding shares of voting
stock.
The Rights Agreement provides that, until the Distribution Date (or
earlier expiration of the Rights):
-
the Rights will be transferred with and only with the Capital Stock;
-
new Capital Stock certificates issued after the Record Date upon
transfer or new issuances of Capital Stock will contain a notation
incorporating the Rights Agreement by reference; and
-
the surrender for transfer of any certificates for shares of Capital
Stock outstanding as of the Record Date, even without such notation or
a copy of the Summary of Rights, will also constitute the transfer of
the Rights associated with the shares of Capital Stock represented by
such certificate
Issuance of Rights Certificates.
As soon as practicable
following the Distribution Date, separate certificates evidencing the
Rights (“
Right Certificates
”) will be mailed to holders of
record of the Capital Stock as of the close of business on the
Distribution Date and such separate Right Certificates alone will
evidence the Rights.
Expiration of Rights.
The Rights are not exercisable until
the Distribution Date. The Rights will expire on November 9, 2021 (the “
Final
Expiration Date
”), unless the Final Expiration Date is advanced or
extended or unless the Rights are earlier redeemed by the Company, in
each case as described below.
Anti-Dilution Adjustments.
The Exercise Price payable, and
the number of shares of Series H Junior Preferred Stock or other
securities or property issuable, upon exercise of the Rights is subject
to adjustment from time to time to prevent dilution. The number of
outstanding Rights is subject to adjustment in the event of a stock
dividend on the Common Stock payable in shares of Common Stock or
subdivisions, consolidations or combinations of the Common Stock
occurring, in any such case, prior to the Distribution Date.
Terms of Series H Junior Preferred Stock
. Shares of Series H
Junior Preferred Stock purchasable upon exercise of the Rights will not
be redeemable and, unless otherwise provided in connection with the
creation of a subsequent series of preferred stock, subordinate to any
other series of the Company's Preferred Stock. Each share of Series H
Junior Preferred Stock will be entitled, when, as and if declared, to an
amount equal to 100 times the payment made per share of Common
Stock. In the event of liquidation, dissolution or winding up of the
Company, the holders of the Series H Junior Preferred Stock will be
entitled to receive the greater of (i) $2.00 per one one-hundredth of a
share (ii) or 100 times the payment made per share of Common
Stock. Each share of Series H Junior Preferred Stock will have 100
votes, voting together with the Common Stock. In the event of any
merger, consolidation or other transaction in which outstanding shares
of Common Stock are converted or exchanged, each share of Series H
Junior Preferred Stock will be entitled to receive 100 times the amount
received per share of Common Stock. These rights are protected by
customary anti-dilution provisions.
Flip-In Event.
In the event that any person or group of
affiliated or associated persons becomes an Acquiring Person, each
holder of a Right, other than Rights beneficially owned by the Acquiring
Person (which will thereupon become void), will thereafter have the
right to receive upon exercise of a Right that number of shares of
Series H Junior Preferred Stock having a market value of two times the
Exercise Price of the Right.
Flip-Over Event.
In the event that, after a person
or group has become an Acquiring Person, 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, proper provisions will be
made so that each holder of a Right (other than Rights beneficially
owned by an Acquiring Person which will have become void) will
thereafter have the right to receive upon the exercise of a Right that
number of shares of common stock of the person with whom the Company has
engaged in the foregoing transaction (or its parent) that at the time of
such transaction have a market value of two times the Exercise Price of
the Right.
Fractional Shares
.
No fractional shares of Series H Junior
Preferred Stock will be issued (other than fractions of Series H Junior
Preferred Stock which are integral multiples of one one-hundredth of a
share of Series H Junior Preferred Stock, which may, at the election of
the Company, be evidenced by depositary receipts), and in lieu thereof
the Company may, at its election, round up any fractions of shares of
Series H Junior Preferred Stock to the nearest whole number.
Redemption.
At any time prior to the time an Acquiring
Person becomes such and for a period of ten days thereafter, the Board
of Directors of the Company may redeem the Rights in whole, but not in
part, at a price of $.001 per Right (the “
Redemption Price
”)
payable, at the option of the Company, in cash, shares of Common Stock
or such other form of consideration as the Board of Directors of the
Company shall determine. The redemption of the Rights may be made
effective at such time, on such basis and with such conditions as the
Board of Directors of the Company 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.
Amendment of Rights Agreement.
For so long as the Rights
are then redeemable, the Company may, except with respect to the
Redemption Price, amend the Rights Agreement in any manner. After the
Rights are no longer redeemable, the Company may amend the Rights
Agreement in any manner that does not adversely affect the interests of
holders of the Rights.
No Stockholder Rights Until Exercise.
Until a Right is
exercised or exchanged, 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.
The information set forth under Item 5.03 below is incorporated herein
by reference.
Item 3.03 Material Modification to Rights of Security
Holders.
The information included in Item 1.01 is incorporated by reference into
this item.
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 1.01 above, the Board of Directors approved the Certificate of
Designation establishing the Series H Junior Preferred Stock and the
rights, preferences and privileges thereof. The Certificate of
Designation was filed with the Secretary of State of the State of
Delaware on October 7, 2011. The Certificate of Designation is attached
hereto as Exhibit 3.1 and is incorporated herein by reference. The
information set forth under Item 1.01 above is incorporated herein by
reference.
Item 8.01 Other Events
On October 11, 2011, the Company issued a press release announcing the
adoption of the rights plan. See press release attached as Exhibit 99.1,
which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No.
|
Exhibit
|
3.1
|
Certificate of Designation of the Series H Junior Preferred Stock
|
4.1
|
Rights Agreement, dated as of October 7, 2011, between iParty
Corp. and Continental Stock Transfer & Trust Company, as Rights
Agent, which includes the Summary of Rights as Exhibit A, the form
of Rights Certificate as Exhibit B and the form of Certificate of
Designation of Series H Junior Preferred Stock as Exhibit C.
|
99.1
|
Press Release dated October 11, 2011
|
SIGNATURE
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.
|
|
iPARTY CORP.
|
|
|
|
|
|
|
|
By:
|
/s/ SAL PERISANO
|
|
|
|
|
Sal Perisano
|
|
|
|
|
Chairman of the Board and
Chief Executive Officer
|
|
|
|
|
|
|
Dated:
|
October 11, 2011
|
|
|
|
Exhibit Index
Exhibit No.
|
Exhibit
|
3.1
|
Certificate of Designation of the Series H Junior Preferred Stock
|
4.1
|
Rights Agreement, dated as of October 7, 2011, between iParty
Corp. and Continental Stock Transfer & Trust Company, as Rights
Agent, which includes the Summary of Rights as Exhibit A, the form
of Rights Certificate as Exhibit B and the form of Certificate of
Designation of Series H Junior Preferred Stock as Exhibit C.
|
99.1
|
Press Release dated October 11, 2011
|
Iparty (AMEX:IPT)
Historical Stock Chart
From Jun 2024 to Jul 2024
Iparty (AMEX:IPT)
Historical Stock Chart
From Jul 2023 to Jul 2024