UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
For Registration of Certain Classes of
Securities
Pursuant to Section 12(b) or 12(g) of the
Securities Exchange Act of 1934
MICROMEM TECHNOLOGIES INC.
(Exact name of Registrant as specified in its Charter)
| Ontario, Canada | Not applicable | |
| (State of incorporation or organization) | (I.R.S. Employer Identification No.) | |
|
777 Bay Street, Suite 1910, Toronto, Ontario, Canada |
M5G 2C8 | |
| (Address of principal executive offices) | (Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act: None
| Title of each class to be so registered |
Name of each exchange on which
each class is to be registered |
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. Q
Securities to be registered pursuant to Section 12(g) of the Act:
|
Common Stock Purchase Rights |
|
(Title of class) |
| Securities Act registration statement file number to which this form relates: | N/A |
| (if applicable) | |
Description of Registrant's Securities to
be Registered. The Board of Directors
of Micromem Technologies Inc. (the “Company”) has declared a dividend
distribution of one right (each, a “Right”) for each of the Company’s
outstanding common shares, no par value (each, a “Common Share”), to
shareholders of record at the close of business on May 29, 2008. Each
Right entitles the registered holder, upon the occurrence of certain events and
pursuant to the exercise of a Right, to purchase from the Company the number of
Common Shares issuable upon exercise of one whole Right, for an amount (the “Exercise
Price”) equal to (i) until the Separation Time, three times the
Market Price (with the Market Price defined as the average market price for the
most recent 20 trading days per Common Share) per Common Share, from time to
time, and (ii) from and after the Separation Time, three times the Market Price
per Common Share as at the Separation Time. This price is subject to
adjustment under certain circumstances. The description and terms of the
Rights are set forth in a Shareholder Rights Plan Agreement (the “Rights
Agreement”), dated as of May 29, 2008, between the Company and Equity
Transfer Services, Inc., as Rights Agent. Capitalized terms
used but not defined herein shall have the meaning given to such terms in the
Rights Agreement, which is attached as Exhibit 4.1 to this Registration
Statement and is incorporated herein by reference. Initially, ownership
of the Rights will be evidenced by the Common Share certificates representing
shares then outstanding, and no separate Rights Certificates will be
distributed. In certain circumstances, the Rights will separate from the Common
Shares at the Separation Time which will occur at the close of business on the
date that is the earlier of (i) 10 days following a public announcement that a
person or group of affiliated or associated persons (other than certain
institutional investors and certain existing shareholders who already own more
than 20% of the outstanding Common Stock, provided that such existing
shareholders do not acquire any additional shares) (an “Acquiring Person”)
has acquired beneficial ownership of 20% or more of the outstanding Common
Shares (the “Stock Acquisition Date”), or (ii) on the tenth Business Day
after the commencement an offer to acquire Common Shares that would result in a
person or group beneficially owning 20% or more of the outstanding Common Shares
(a “Take-over Bid”), in each case unless the transaction is an offer made
to all holders of Common Shares and meets certain share deposit requirements
(such an offer meeting these requirements constituting a “Permitted Bid”)
and (iii) when a Permitted Bid ceases to be a Permitted Bid. Until the
Separation Time, (i) no Right may be exercised, (ii) the Rights will be
evidenced by the Common Share certificates and will be transferred with and only
with such Common Share certificates, (iii) all certificates for the Common
Shares will contain a legend in substantially the form indicated in the Rights
Agreement that incorporates the Rights Agreement by reference and (iv) the
surrender or transfer of any certificate for Common Shares outstanding will also
constitute the transfer of the Rights associated with the Common Shares
represented by such certificate. The adoption of the
Rights Agreement is subject to ratification by the Company’s shareholders at the
next meeting of shareholders to be held on June 25, 2008. If not ratified
within six months from its initial adoption by the Board of Directors of the
Company, the Rights Agreement and all of the Rights outstanding at the time will
terminate. Following adoption, the Rights are not exercisable until the
Separation Time and will expire at the earlier of (i) the close of the annual
shareholder meeting in 2011 or (ii) redemption of the Rights pursuant to the
Rights Agreement requirements unless the Rights Agreement is extended by the
Board by the amendment of the Rights Agreement. 2
As soon as practicable after the
Separation Time, a Rights Certificate containing registration particulars, and a
disclosure statement describing the Rights, will be mailed to each holder of
record of the Common Shares as of the close of business on the Separation Time
and, thereafter, the separate Rights Certificates alone will represent the
Rights. Except in the circumstances described
below, after the Separation Time each Right will be exercisable for one Common
Share. The Company may pay cash in lieu of fractional Common Shares. In the case
that the holder of any Rights exercises less than all the Rights evidenced by
the holder’s Rights Certificate, a new Rights Certificate representing the
unexercised Rights will be issued to the holder. On the close of business on the tenth
day after the Stock Acquisition Date, the Rights of the Acquiring Person and
certain transferees of the Acquiring Person will be void. Thereafter, commencing
on the Separation Time, each other holder of a Right will have the right to
purchase the number of Common Shares having an aggregate Market Price equal to
twice the Exercise Price for a cash amount equal to the Exercise Price. If, for
example, the Market Price of a Common Share is $20.00, the Exercise
Price, as calculated in accordance with the Rights Agreement, would be $60.00.
The holder of each valid Right would therefore be entitled to purchase, for
$60.00, Common Shares having an aggregate Market Price of $120.00. If at any time after May 29, 2008,
the Company fixes a date to distribute to all holders of the Common Shares
rights, warrants or evidences or indebtedness entitling the holders to purchase
Common Shares at a price less than 90% of the Market Price per Common Share on
the date the distribution is fixed, the Exercise Price shall be adjusted by a
ratio that accounts for such distributions At any time until the expiration of
10 days following the Stock Acquisition Date, the Board of Directors, with the
prior consent of the holders of Common Shares or of the holders of the Rights,
obtained in accordance with the Rights Agreement, may elect to redeem the Rights
in whole, but not in part, at a price of $0.000001 per Right. Immediately upon
the action of the Board of Directors ordering redemption of the Rights, the
Rights will terminate and the only right of the holders of Rights will be to
receive the $0.000001 redemption price. If a redemption of Rights is proposed
after the Separation Time, the redemption must be approved by a majority vote of
the holders of the Rights in accordance with the Rights Agreement, the Company
By laws and the Ontario Business Corporations Act. Within 10 business days of
the election to redeem the Rights, the Company shall give notice of redemption
to the holders of the outstanding Rights stating the method by which the
payments shall be made to the holders. The Exercise Price and the number of
Common Shares or other securities or property issuable upon exercise of the
Rights are subject to adjustment from time to time to prevent dilution (i) in
the event of a stock dividend on, or a subdivision or combination of, the Common
Shares or (ii) if holders of the Common Shares are granted certain capital stock
or securities exchangeable or convertible into, or giving a right to acquire
Common Stock, in respect of or in lieu of a merger, reclassification,
amalgamation, statutory arrangement or consolidation. 3
Until a Right is exercised, the
holder thereof, as such, will have no rights as a shareholder of the Company,
including, without limitation, the right to vote or to receive dividends. At any time, the provisions of the
Rights Agreement may be amended by the Board of Directors in order to cure any
ambiguity or clerical error. At any time prior to the 2008 annual shareholder
meeting, the Board may amend provisions of the Rights Agreement to make changes
that do not adversely affect the interests of holders of Rights (excluding the
interests of any Acquiring Person) or to maintain the validity of the Rights
Agreement as a result of any change in legislation, rules or regulations. At any
time prior to the Separation Time, the Board, with the consent of the holders of
the Common Shares, or the holders of the Rights, may amend the Rights Agreement
in any way; however certain amendments pertaining to the Rights Agent require
the consent of the Rights Agent. Any amendment other than one that corrects a
clerical or typographical error shall (i) if made before the Separation Time, be
approved by the shareholders and (ii) if made after the Separation Time, be
approved by the holders of the Rights. The foregoing description of the
Rights Agreement is qualified in its entirety by reference to the description of
the Rights and their terms set forth in the Rights Agreement. As of May 29, 2008, there were
79,661,879 Common Shares outstanding. As of that date, options granted under the
Company’s stock option plans to purchase 9,555,000 Common Shares were
outstanding, subject to certain antidilution adjustments. As long as the Rights
are attached to Common Shares and in certain other circumstances described
above, the Company will issue one Right for each Common Share issued or sold by
the Company.
4
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, thereunto duly authorized.
| MICROMEM TECHNOLOGIES INC. | |
| By: | "Joseph Fuda" |
| Joseph Fuda | |
| President and Chief Executive Officer | |
Dated: June 5, 2008
5
Exhibit Index