TWITTER, INC. Item 1.01. Entry into a Material Definitive Agreement.
On
The Board adopted the Rights Agreement to protect stockholders from coercive or otherwise unfair takeover tactics. In general terms, it works by imposing a significant penalty upon any person or group that acquires 15 percent or more of the shares of Common Stock without the approval of the Board. As a result, the overall effect of the Rights Agreement and the issuance of the Rights may be to render more difficult or discourage a merger, tender or exchange offer or other business combination involving the Company that is not approved by the Board. However, neither the Rights Agreement nor the Rights should interfere with any merger, tender or exchange offer or other business combination approved by the Board.
The following is a summary of the terms of the Rights Agreement. The summary does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, a copy of which is attached as Exhibit 4.1 and is incorporated herein by reference.
Distribution and The Board has declared a dividend of one Right for each
Transfer of outstanding share of Common Stock. Prior to the Distribution
Rights; Rights Date referred to below:
Certificates:
• the Rights will be evidenced by and trade with the
certificates for the Common Stock (or, with respect to any
uncertificated Common Stock registered in book entry form, by
notation in book entry), and no separate rights certificates
will be distributed;
• new Common Stock certificates issued after the Record Date
will contain a legend incorporating the Rights Agreement by
reference (for uncertificated Common Stock registered in book
entry form, this legend will be contained in a notation in
book entry); and
• the surrender for transfer of any certificates for Common
Stock (or the surrender for transfer of any uncertificated
Common Stock registered in book entry form) will also
constitute the transfer of the Rights associated with such
Common Stock.
Rights will accompany any new shares of Common Stock that are
issued after the Record Date.
Distribution Subject to certain exceptions specified in the Rights
Date: Agreement, the Rights will separate from the Common Stock and
become exercisable following (1) the 10th business day (or
such later date as may be determined by the Board) after the
public announcement that a person or group of affiliated or
associated persons (such person or group, an "Acquiring
Person") has acquired beneficial ownership of 15 percent or
more of the Common Stock or (2) the 10th business day (or
such later date as may be determined by the Board) after a
person or group announces a tender or exchange offer that
would result in ownership by a person or group of 15 percent
or more of the Common Stock. For purposes of the Rights
Agreement, beneficial ownership is defined to include the
ownership of derivative securities.
The date on which the Rights separate from the Common Stock
and become exercisable is referred to as the "Distribution
Date."
After the Distribution Date, the Company will mail Rights
certificates to the Company's stockholders as of the close of
business on the Distribution Date and the Rights will become
transferable apart from the Common Stock. Thereafter, such
Rights certificates alone will represent the Rights.
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Preferred Stock After the Distribution Date, each Right will entitle the
Purchasable Upon holder to purchase, for the Exercise Price, one
Exercise of one-thousandth of a share of Preferred Stock having economic
Rights: and other terms similar to that of one share of Common Stock.
This portion of a share of Preferred Stock is intended to
give the stockholder approximately the same dividend, voting
and liquidation rights as would one share of Common Stock,
and should approximate the value of one share of Common
Stock.
More specifically, each one one-thousandth of a share of
Preferred Stock, if issued, will:
. . .
Item 3.03. Material Modification to Rights of Security Holders.
The information included in Item 1.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information included in Item 1.01 is incorporated herein by reference.
In connection with the adoption of the Rights Agreement, on
Item 8.01. Other Events.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
3.1 Certificate of Designation of Rights, Preferences and Privileges of
Series A Participating Preferred Stock.
4.1 Preferred Stock Rights Agreement, dated as of April 15, 2022 , by and
between Twitter, Inc. and Computershare Trust Company, N.A. , as rights
agent.
99.1 Press Release, dated April 15, 2022 .
104 Cover Page Interactive Data File (formatted as Inline XBRL).
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