SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 21, 2003
SMITH-MIDLAND CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-13752 54-1727060
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification Number)
ROUTE 28, P.O. BOX 300 22728
MIDLAND, VIRGINIA (Zip Code)
(Address of principal executive offices)
(540) 439-3266
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS
A. Shareholders Rights Plan.
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On January 21, 2003, the board of directors of our Company,
Smith-Midland Corporation, a Delaware corporation, declared a dividend of one
preferred share purchase right (a "Right") for each outstanding share of common
stock, par value $.01 per share. The dividend is payable on February 11, 2003 to
the stockholders of record on February 11, 2003. The press release issued by the
Company announcing the declaration of the Rights dividend is attached as Exhibit
99.1 to this Form 8-K.
For those interested in the specific terms of the Rights Agreement as
made between our Company and Computershare Trust Company, Inc., as rights agent,
on January 21, 2003 (the "Rights Agreement"), we provide the following summary
description. Please note, however, that 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 Current Report on Form 8-K. A copy
of the Rights Agreement is available free of charge from our Company.
The Rights. Our board of directors authorized the issuance of a Right
with respect to each outstanding share of common stock on February 11, 2003. The
Rights will initially trade with, and will be inseparable from, the common
stock. The Rights are evidenced only by certificates that represent shares of
common stock. New Rights will accompany any new shares of common stock we issue
after February 11, 2003 until the distribution date described below.
Exercise Price. Each Right will allow its holder to purchase from our
Company one one-hundredth of a share of Series A Junior Participating Preferred
Stock ("preferred share") for $8.00, once the Rights become exercisable. This
portion of a preferred share will give the stockholder approximately the same
dividend, voting, and liquidation rights as would one share of common stock.
Prior to exercise, the Right does not give its holder any dividend, voting, or
liquidation rights.
Exercisability. The Rights will not be exercisable until
- 10 days after the public announcement that a person or group has
become an "Acquiring Person" by obtaining beneficial ownership of
15% or more of our outstanding common stock, or, if earlier,
- 10 business days (or a later date determined by our board of
directors before any person or group becomes an Acquiring Person)
after a person or group begins a tender or exchange offer which,
if completed, would result in that person or group becoming an
Acquiring Person.
We refer to the date when the Rights become exercisable as the
"Distribution Date." Until that date, the common stock certificates will also
evidence the Rights, and any transfer of shares of common stock will constitute
a transfer of Rights. After the Distribution Date, the
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Rights will separate from the common stock and be evidenced by book-entry
credits or by Rights certificates that we will mail to all eligible holders of
common stock. Any Rights held by an Acquiring Person are null and void and may
not be exercised.
Our board of directors may reduce the threshold at which a person or
group becomes an Acquiring Person from 15% to not less than 10% of the
outstanding common stock.
Excluded Persons. The following will be deemed not to be an
Acquiring Person: (i) our Company, (ii) any subsidiary of our Company,
(iii) any employee benefit plan of our Company or any subsidiary of our Company,
(iv) any entity holding shares of common stock of our Company for or pursuant to
the terms of any such plan or (v) Mr. Rodney I. Smith, his affiliates and
associates, his heirs, and any trust or foundation to which he has transferred
or may transfer common stock of our Company ("Rodney I. Smith").
Consequences of a Person or Group Becoming an Acquiring Person.
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- Flip In. If a person or group becomes an Acquiring Person, all
holders of Rights except the Acquiring Person may, for $8.00,
purchase shares of our common stock with a market value of $16.00,
based on the market price of the common stock prior to such
acquisition.
- Flip Over. If our Company is later acquired in a merger or similar
transaction after the Distribution Date (other than by Rodney I.
Smith), all holders of Rights except the Acquiring Person may, for
$8.00, purchase shares of the acquiring corporation with a market
value of $16.00 based on the market price of the acquiring
corporation's stock, prior to such merger.
Preferred Share Provisions.
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Each one one-hundredth of a preferred share, if issued:
- will not be redeemable.
- will entitle holders to quarterly dividend payments of $.01, or an
amount equal to the dividend paid on one share of common
stock, whichever is greater.
- will entitle holders upon liquidation either to receive $1 or an
amount equal to the payment made on one share of common
stock, whichever is greater.
- will have the same voting power as one share of common stock.
- if shares of our 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 common
stock.
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The value of one one-hundredth interest in a preferred share should
approximate the value of one share of common stock.
Expiration. The Rights will expire on January 20, 2013.
Redemption. Our board of directors may redeem the Rights for $.001
per Right at any time before any person or group becomes an Acquiring Person. If
our board redeems any Rights, it must redeem all of the Rights. Once the Rights
are redeemed, the only right of the holders of Rights will be to receive the
redemption price of $.001 per Right. The redemption price will be adjusted if we
have a stock split or pay stock dividends on our common stock.
Exchange. After a person or group becomes an Acquiring Person, but
before an Acquiring Person owns 50% or more of our outstanding common stock, our
board of directors may extinguish the Rights by exchanging one share of common
stock or an equivalent security for each Right, other than Rights held by the
Acquiring Person.
Anti-Dilution Provisions. Our 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 or a reclassification of the preferred shares or
common stock. No adjustments to the exercise price of less than 1% will be made.
Amendments. The terms of the share purchase rights plan may be
amended by our board of directors without the consent of the holders of the
Rights. However, our board may not amend the share purchase rights plan to lower
the threshold at which a person or group becomes an Acquiring Person to below
10% of our outstanding common stock. In addition, the board may not cause a
person or group to become an Acquiring Person by lowering this threshold below
the percentage interest that such person or group already owns. After a person
or group becomes an Acquiring Person, our board may not amend the agreement in a
way that adversely affects holders of the Rights.
B. Amended By-Laws.
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On January 21, 2003, our board of directors adopted new By-Laws, to
replace the previous By-Laws of our Company. The new By-Laws are different
from the prior By-Laws in a number of respects, including, without limitation:
(1) the new By-Laws do not permit stockholders to call Special Meetings (Section
2.2); (2) the new By-Laws provide that no business may be entertained at a
Stockholders Meeting other than as set forth in the Notice of Meeting (Section
2.4); (3) the new By-Laws provide for advance notice of director nominations by
stockholders (Section 2.7); and (4) the new By-Laws provide procedural
protections in the event that stockholders seek to act by written consent
(Sections 2.10 and 2.11). Reference is made to Exhibit 3.1 hereto, which is
incorporated herein by reference, for the complete By-Laws.
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C. New Chief Financial Officer.
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On January 22, 2003, John K. Johnson commenced employment as
Chief Financial Officer of our Company, replacing the then current Chief
Financial Officer. For a description of Mr. Johnson, reference is made to the
Press Release dated January 23, 2003, which press release is attached hereto as
Exhibit 99.2 and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
3.1 By-Laws of Smith-Midland Corporation adopted on January 21,
2003 (incorporated by reference to Exhibit 3.2 to
Smith-Midland Corporation's Form 8-A filed on January 24,
2003).
4.1 Rights Agreement, dated as of January 21, 2003 between
Smith-Midland Corporation and Computershare Trust Company,
Inc., as rights agent, including the Form of Certificate of
Designations, the Form of Rights Certificate and the Summary
of Rights to Purchase Preferred Shares attached thereto as
Exhibits A, B, and C, respectively (incorporated by reference
to Exhibit 4.1 to Smith-Midland Corporation's Form 8-A filed
on January 24, 2003).
99.1 Press Release dated January 23, 2003 related to Shareholders
Right Plan.
99.2 Press Release dated January 23, 2003 related to the new Chief
Financial Officer.
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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.
SMITH-MIDLAND CORPORATION
Date: January 24, 2003
By: /s/ Wesley A. Taylor
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Name: Wesley A. Taylor
Title: Vice President of Administration
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EXHIBIT INDEX
Exhibit
Number
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3.1 By-Laws of Smith-Midland Corporation adopted on January 21,
2003 (incorporated by reference to Exhibit 3.2 to
Smith-Midland Corporation's Form 8-A filed on January 24,
2003).
4.1 Rights Agreement, dated as of January 21, 2003 between
Smith-Midland Corporation and Computershare Trust Company,
Inc., as rights agent, including the Form of Certificate of
Designations, the Form of Rights Certificate and the Summary
of Rights to Purchase Preferred Shares attached thereto as
Exhibits A, B, and C, respectively (incorporated by reference
to Exhibit 4.1 to Smith-Midland Corporation's Form 8-A filed
on January 24, 2003).
99.1 Press Release dated January 23, 2003 related to Shareholders
Right Plan.
99.2 Press Release dated January 23, 2003 related to the new Chief
Financial Officer.