UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A
AMENDMENT No. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
YP Corp.
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Nevada 85-026668
--------------------------------------------------------------------------------
(State of Incorporation or organization) (I.R.S. Employer
Identification no.)
4840 East Jasmine Street, Suite 110, Mesa, Arizona 85205
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
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), 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), 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(b) of the Act:
N/A
--------------------------------------------------------------------------------
(Title of class)
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
--------------------------------------------------------------------------------
(Title of class)
EXPLANATORY NOTE
On May 31, 2004, YP Corp., a Nevada corporation (the "Company") amended its
Shareholder Rights Agreement between the Company and Registrar and Transfer
Company, as Rights Agent, originally dated as of May 6, 2004. The amendment to
the Shareholder Rights Agreement permitted one of the Company's largest
shareholders, Frank J. Husic and certain of his affiliated entities, to purchase
additional shares of the Company's common stock.
Previously under the Company's Shareholder Rights Agreement, Mr. Husic and
his affiliates, who owned approximately 15.4% of the Company's outstanding
shares of common stock, were precluded from acquiring in excess of 18% of the
Company's common stock or be subject to significant dilution as a result of
triggering the dilutive provisions of the Shareholder Rights Agreement. The
amendment now permits Mr. Husic and his affiliates to acquire, collectively, up
to 25% of the Company's common without triggering that provision.
As a result of the amendment, the terms of the Company's Preferred Stock
Purchase Rights were altered. The Company hereby amends the items, exhibits and
portions of its registration statement on Form 8-A (file no. 000-24217 filed
with the Commission on May 18, 2004) as set forth in the pages attached hereto:
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
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"), of YP Corp. (the "Company") has been declared. The dividend is payable
to stockholders of record at the close of business on May 4, 2004 (the "Record
Date"). Each Right entitles the registered holder to purchase from the Company
either one one-thousandth of a share of Series A Preferred Stock, par value
$0.001 per share, of the Company (the "Preferred Stock") at a price of $36.50
per one one-thousandth of a share of Preferred Stock (the "Purchase Price"),
subject to adjustment, or, under certain circumstances, a number of shares of
Common Stock of the Company with a market value equal to two times the Purchase
Price. The description and terms of the Rights are set forth in a Rights
Agreement dated as of May 6, 2004, as the same may be amended from time to time
(the "Rights Agreement"), between the Company and Registrar and Transfer
Company, as Rights Agent (the "Rights Agent").
In general, until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons has
become an Acquiring Person (as described below) or (ii) 10 business days (or
such later date as may be determined by action of the Board of Directors 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 a
person or group of affiliated or associated persons becoming an Affiliated
Person (the earlier of such dates being called the "Distribution Date"), the
Rights will be evidenced, with respect to any of the Common Stock certificates
outstanding as of the Record Date, by such Common Stock certificate together
with a copy of a summary describing the Rights (the "Summary of Rights"). Except
in certain situations, a person or group of affiliated or associated persons
becomes an "Acquiring Person"
upon acquiring beneficial ownership of 15% or more of the outstanding shares of
Common Stock.
In the case of Frank J. Husic and his affiliates (which together currently
own approximately 15.4% of the Company's outstanding shares of Common Stock),
separate Rights certificates will be sent to stockholders if such persons,
together with their respective affiliates and associates, (a) have acquired
beneficial ownership of 25% or more of the outstanding shares of Common Stock,
or (b) beneficially own 15% or more of the outstanding shares of Common Stock
and commence or announce a tender or exchange offer to acquire beneficial
ownership of 25% or more of the outstanding Common Stock, or (c) at any time
beneficially own less than 15% of the outstanding Common Stock and acquire
beneficial ownership of 15% or more of the outstanding shares of Common Stock,
or commence or announce a tender or exchange offer to acquire beneficial
ownership of 15% or more of the outstanding Common Stock. In the case of Mathew
and Markson, Ltd. (which currently owns 22.2% of the outstanding shares of
Common Stock) or Morris & Miller, Ltd. (which currently owns 21.7% of the
Company's outstanding shares of Common Stock), either of those entities will
become an Acquiring Person if such entity, together with its affiliates and
associates, (a) has acquired beneficial ownership of 24% or more of the
outstanding shares of Common Stock, or (b) beneficially owns 15% or more of the
outstanding shares of Common Stock and commences or announces a tender or
exchange offer to acquire beneficial ownership of 24% or more of the outstanding
shares of Common Stock, or (c) at any time beneficially own less than 15% of the
outstanding Common Stock and acquire beneficial ownership of 15% or more of the
outstanding shares of Common Stock, or commence or announce a tender or exchange
offer to acquire beneficial ownership of 15% or more of the outstanding Common
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
Common Stock. Until the Distribution Date (or earlier expiration of the
Rights), new Common Stock certificates issued after the Record Date upon
transfer or new issuances of Common Stock will contain a notation incorporating
the Rights Agreement by reference. Until the Distribution Date (or earlier
expiration of the Rights), the surrender for transfer of any certificates for
shares of Common 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 Common Stock represented by such
certificate. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right 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 Right Certificates alone will evidence the
Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on April 26, 2014 (the "Final Expiration Date"), unless the Final
Expiration Date is advanced or extended or unless the Rights are earlier
redeemed or exchanged by the Company, in each case as described below.
The Purchase Price payable, and the number of shares of Preferred Stock or
other securities or property issuable, upon exercise of the Rights is subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or
reclassification of, the Preferred Stock, (ii) upon the grant to holders of the
Preferred Stock of certain rights or warrants to subscribe for or purchase
Preferred Stock at a price, or securities convertible into Preferred Stock with
a conversion price, less than the then-current market price of the Preferred
Stock or (iii) upon the distribution to holders of the Preferred Stock of
evidences of indebtedness or assets (excluding regular periodic cash dividends
or dividends payable in Preferred Stock) or of subscription rights or warrants
(other than those referred to above).
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.
Shares of Preferred Stock purchasable upon exercise of the Rights will not
be redeemable. Each share of Preferred Stock will be entitled, when, as, and if
declared, to a minimum preferential quarterly dividend payment of the greater of
(a) $1.00 per share, and (b) an amount equal to 1000 times the dividend declared
per share of Common Stock. In the event of liquidation, dissolution or winding
up of the Company, the holders of the Preferred Stock will be entitled to a
minimum preferential payment of the greater of (a) $1.00 per share (plus any
accrued but unpaid dividends), and (b) an amount equal to 1000 times the payment
made per share of Common Stock. Each share of Preferred Stock will have 1000
votes, voting together with the Common Stock. If the Company fails to pay
dividends on the Preferred Stock for six quarters (whether or not consecutive),
the size of the Company's Board of Directors will be increased by two members
and the holders of Preferred Stock, voting as a separate class, will be entitled
to elect the two additional directors. The holders of Preferred Stock will
retain this right until all dividend arrearages on the Preferred Stock have been
cured, at which time the two additional members will cease to be directors of
the Company an the size of the Company's Board of Directors will be decreased by
two members.
In the event of any merger, consolidation or other transaction in which
outstanding shares of Common Stock are converted or exchanged, each share of
Preferred Stock will be entitled to receive 1000 times the amount received per
share of Common Stock. These rights are protected by customary antidilution
provisions.
Because of the nature of the Preferred Stock's dividend, liquidation, and
voting rights, the value of the one one-thousandth interest in a share of
Preferred Stock purchasable upon exercise of each Right should approximate the
value of one share of Common Stock.
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 Common Stock having a market value of two times the exercise price
of the Right.
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
which 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.
At any time after any person or group becomes an Acquiring Person and prior
to the earlier of one of the events described in the previous paragraph or the
acquisition by such Acquiring Person of 50% or more of the outstanding shares of
Common Stock, the Board of Directors of the Company may exchange the Rights
(other than Rights owned by such Acquiring Person, which will have become void),
in whole or in part, for shares of Common Stock or Preferred Stock (or a series
of the Company's preferred stock having equivalent rights, preferences, and
privileges), at an exchange ratio of one share of Common Stock, or a fractional
share of Preferred Stock (or other preferred stock) equivalent in value thereto,
per Right.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional shares of Preferred Stock or Common Stock
will be issued (other than fractions of Preferred Stock that are integral
multiples of one one-thousandth of a share of Preferred Stock, which may, at the
election of the Company, be evidenced by depositary receipts), and in lieu
thereof an adjustment in cash will be made based on the current market price of
the Preferred Stock or the Common Stock.
At any time prior to the time an Acquiring Person becomes such, the Board
of Directors of the Company may redeem the Rights in whole, but not in part, at
a price of $.01 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 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.
For so long as the Rights remain 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, except with respect
to the Redemption Price, amend the Rights Agreement in any manner that does not
adversely affect the interests of holders of the Rights.
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 form of Rights Agreement between the Company and the Rights Agent
specifying the terms of the Rights, which includes as Exhibit A the form of
Certificate of Designation of the Series A Junior Participating Preferred Stock
of the Company, as Exhibit B the form of Rights Certificate, and as Exhibit C
the form of Summary of Rights to Purchase Preferred Stock, and
Amendment No. 1 to the Rights Agreement, are attached hereto as exhibits and
incorporated herein by reference. The foregoing description of the Rights is
qualified by reference to such exhibits.
ITEM 2. EXHIBITS.
Exhibit No. Description
----------- -------------------------------------------------------------
(1) Rights Agreement.
(2) Amendment to Rights Agreement
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, thereto duly authorized.
YP CORP.
Date: June 4, 2004 By: /s/ Peter J. Bergmann
-------------------------------------
Peter Bergmann, Chairman and
Chief Executive Officer