HEXCEL CORPORATION Item 1.02. Termination of a Material Definitive Agreement.
As previously disclosed, on
On
The summary of the Mutual Termination Agreement set forth under this Item 1.02 is qualified in its entirety by reference to the complete terms and conditions of the Mutual Termination Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.03. Material Modification to Rights of Security Holders.
On
In general terms, the Rights Agreement works by imposing a significant penalty upon any person or group which acquires 15% or more of the outstanding Company Common Stock without the approval of the Board of Directors. The Rights Agreement would not interfere with any merger or other business combination approved by the Board of Directors.
A summary of the terms of the Rights Agreement is as follows:
The Rights. The Rights will initially trade with, and will be inseparable from,
the Company Common Stock. A Right will accompany any share of Company Common
Stock issued after
Exercise Price. Each Right will allow its holder to purchase from the Company
one one-hundredth of a share of Series A Junior Participating Preferred Stock (a
"Preferred Share") for
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 15% or more of the outstanding Company Common Stock. Prior to exercise, the Right does not give its holder any dividend, voting, or liquidation rights.
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The date when the Rights become exercisable is the "Distribution Date." Until the Distribution Date, the 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 the corresponding Rights. After the Distribution Date, the Rights will separate from the 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.
Beneficial Ownership. Certain synthetic interests in securities created by derivative positions - whether or not such interests are considered to be ownership of the underlying Company Common Stock or are reportable for purposes of Regulation 13D of the Securities Exchange Act of 1934 - 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 the 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 stockholder rights plan are excepted from such imputed beneficial ownership.
Expiration. The Rights will expire on
Redemption. The Board of Directors may redeem the Rights for
Anti-Dilution Provisions. The Board of Directors may adjust the purchase price of the Preferred Shares, the number of Preferred Shares issuable and the number of outstanding Rights to prevent dilution that may occur from a stock dividend, a stock split, a reclassification of the Preferred Shares or Company Common Stock. No adjustments to the Exercise Price of less than 1% will be made.
Amendments. The terms of the Rights Agreement may be amended by the Board of Directors without the consent of the holders of the Rights. After a person or group becomes an Acquiring Person, the Board of Directors may not amend the Rights Agreement in a way that adversely affects holders of the Rights.
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 a
number of shares of Company Common Stock with a market value of twice the
Exercise Price, based on the market value of Company Common Stock prior to
such acquisition.
• 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.
• Flip Over . If the Company is later acquired in a merger or similar
transaction after the Distribution Date, all holders of Rights except the
Acquiring Person may, for the Exercise Price, purchase shares a number of
shares of the acquiring corporation with a market value of twice the Exercise
Price, based on the market value of the acquiring corporation's stock prior
to such transaction.
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Preferred Share Provisions.
Each one one-hundredth of a Preferred Share, if issued:
• will not be redeemable; • will entitle its holder to quarterly dividend payments of$.01 per share, or an amount equal to the dividend paid on one share of Company Common Stock, whichever is greater; • will entitle its holder upon liquidation either to receive$1.00 per share or an amount equal to the payment made on one share of Company Common Stock, whichever is greater; • will have the same voting power as one share of Company Common Stock; and • if shares of Company Common Stock are exchanged via merger, consolidation, or a similar transaction, will entitle holders to a per share payment equal to the payment made on one share of Company Common Stock.
The value of one one-hundredth interest in a Preferred Share should approximate the value of one share of Company Common Stock. . . .
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 of Directors 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
Item 8.01. Other Events.
On
Also on
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
3.1 Certificate of Designations of Series A Junior Participating Preferred
Stock of Hexcel Corporation , as filed with the Secretary of the State of
Delaware on April 6, 2020 .
4.1 Rights Agreement, dated as of April 6, 2020 , between Hexcel Corporation
and American Stock Transfer & Trust Company, LLC , which includes the form
of Certificate of Designations as Exhibit A, the form of Right
Certificate as Exhibit B and the Summary of Rights to Purchase Preferred
Shares as Exhibit C.
10.1 Mutual Termination Agreement, dated as of April 5, 2020 , between Hexcel
Corporation and Woodward, Inc.
99.1 Joint Press Release of Hexcel Corporation and Woodward, Inc., dated as
of April 6, 2020 .
99.2 Press Release of Hexcel Corporation , dated as of April 6, 2020 .
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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