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 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MERCER INTERNATIONAL INC.
(Exact name of Registrant as specified in its charter)
WASHINGTON 91-6087550
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
14900 INTERURBAN AVENUE SOUTH, SUITE 282, SEATTLE, WA 98168
(Address of office)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
N/A N/A
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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. [X]
Securities Act registration statement file number to which this form relates:
N/A (if applicable)
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Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
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(Title of class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
On November 11, 2003, the board of trustees (the "Board") of Mercer
International Inc. ("Mercer" or the "Company") authorized and declared a
dividend of one preferred stock purchase right (a "Right") for each share of
beneficial interest of Mercer (the "Common Stock"). On December 23, 2003,
Mercer announced that it had entered into a shareholder protection rights
agreement (the "Rights Agreement") with Computershare Trust Company of Canada,
as rights agent, to replace the shareholder protection rights agreement expiring
on December 31, 2003. In connection therewith, the Company authorized the
issuance of one Right in respect of each share of Common Stock outstanding as of
the close of business on December 31, 2003 (the "Record Date") and further
authorized and directed the issuance of one Right with respect to each share of
Common Stock that shall become outstanding between the Record Date and the
earlier of the Distribution Date, described below, and the expiration of the
Rights, and, in certain circumstances, after the Distribution Date. After the
Distribution Date, each Right entitles the holder thereof to purchase from the
Company one one-hundredth (1/100) of a share of the Company's Series A junior
participating preferred stock, with economic terms similar to that of one share
of Common Stock, at an initial exercise price of $75.00, subject to certain
adjustments set forth in the Rights Agreement. The Rights will become
exercisable only upon the occurrence of certain events described in the Rights
Agreement.
THE FOLLOWING SUMMARY OF THE RIGHTS AGREEMENT IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO THE FULL TEXT OF THE RIGHTS AGREEMENT, A COPY OF WHICH IS ON FILE
WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE RIGHTS AGREEMENT IS
INCORPORATED BY REFERENCE HEREIN.
DISTRIBUTION AND TRANSFER OF RIGHTS; RIGHTS CERTIFICATES
On November 11, 2003, the Board declared a dividend of one Right for each
outstanding share of Common Stock. Before the Distribution Date, described
below, the Rights will be evidenced by and trade with the certificates for
Common Stock. After the Distribution Date, if any, Mercer will mail Rights
certificates to its shareholders and the Rights will become transferable apart
from the Common Stock.
DISTRIBUTION DATE
The Rights will separate from the Common Stock and become exercisable following
the earlier of the close of business on the tenth day (or such later date as may
be determined by a majority of the Board) after a person or group (i) acquires
beneficial ownership of 15% or more of the aggregate of Mercer's outstanding
Common Stock and Common Stock issuable upon conversion of Mercer's outstanding
8.5% Convertible Senior Subordinated Notes due 2010 (the "Notes") as if the then
outstanding Notes had been fully converted (the "Issuable Note Shares") or (ii)
announces a tender or exchange offer for Mercer's outstanding Common Stock that
could result in the offeror becoming the beneficial owner of 15% or more of the
aggregate of the outstanding Common Stock and Issuable Note Shares (the earlier
of such dates being the "Distribution Date").
PREFERRED STOCK PURCHASABLE UPON EXERCISE OF RIGHTS
After the Distribution Date, each Right will entitle the holder to purchase, for
$75.00 (the "exercise price"), one one-hundredth (1/100) of a share of Mercer
Series A junior participating preferred stock with economic terms similar to
that of one share of Mercer Common Stock.
FLIP-IN
If an acquiror becomes the beneficial owner of 15% or more of the aggregate of
Mercer's outstanding Common Stock and Issuable Note Shares (thus becoming an
"Acquiring Person"), then each Right (other than Rights beneficially owned by an
Acquiring Person or its affiliates) will entitle the holder to purchase, for the
exercise price, that number of shares of Mercer Common Stock having a
then-current market value of two times the exercise price.
FLIP-OVER
In certain circumstances, if, after the Shares Acquisition Date (defined below),
(a) Mercer merges into another entity, (b) an acquiring entity merges into
Mercer or (c) Mercer sells more than 50% of its assets or earning power, then
each Right (other than Rights beneficially owned by an Acquiring Person or its
affiliates) will entitle the holder to purchase, for the exercise price, a
number of shares of the capital stock (with the greatest voting power) of the
person engaging in the transaction having a then-current market
value of twice the exercise price. However, such Rights will not be exercisable
in the case of a transaction described in (a) or (b) above, if (i) such
transaction involves a tender or exchange offer for all of the outstanding
Common Stock at a price and on terms determined by a majority of the Board to be
fair to Mercer's shareholders and otherwise in the best interests of Mercer,
(ii) the per share price offered in such transaction is not less than the price
paid to all holders of Common Stock purchased pursuant to such tender or
exchange offer, and (iii) the form of consideration offered to the remaining
holders of Common Stock under such transaction is the same form of consideration
paid pursuant to such offer.
EXCHANGE PROVISIONS
After any person or group becomes an Acquiring Person but before the acquisition
of Mercer or 50% or more of its assets or earning power, the Board may elect to
exchange each Right (other than Rights that have become null and void and
nontransferable as described above) for consideration per Right consisting of
one-half of the number of shares of Common Stock that would be issuable at such
time upon the exercise of one Right and without payment of the exercise price.
REDEMPTION OF RIGHTS
The Rights will be redeemable at the Company's option for $0.001 per Right (the
"Redemption Price") at any time on or before the tenth day (or such later date
as may be determined by a majority of the Board) after public announcement that
a person has acquired beneficial ownership of 15% or more of the aggregate of
the Company's then outstanding Common Stock and Issuable Note Shares (the
"Shares Acquisition Date").
EXPIRATION OF RIGHTS
The Rights are not exercisable until the Distribution Date and will expire on
December 31, 2005, unless earlier redeemed or exchanged by Mercer.
AMENDMENT OF TERMS OF RIGHTS
The terms of the Rights and the Rights Agreement may be amended in any respect,
without the approval of any holder of the Rights, at any time before the
Distribution Date, subject to certain restrictions.
VOTING RIGHTS
Until a Right is exercised, the holder will have no rights as a shareholder of
Mercer, including, without limitation, the right to vote or receive dividends.
ANTIDILUTION PROVISIONS
In order to preserve the actual or potential economic value of the Rights, the
number of shares of Series A junior participating preferred stock or other
securities issuable upon exercise of a Right, the exercise price, the Redemption
Price and the number of Rights associated with each outstanding share of Common
Stock are all subject to adjustment by the Board, pursuant to customary
antidilution provisions.
TAXES
Distribution of the Rights should not be a taxable event for federal income tax
purposes. Following an event that renders the Rights exercisable or upon
redemption of the Rights, shareholders may recognize taxable income.
ITEM 2. EXHIBITS
EXHIBIT NO. DESCRIPTION
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4.1 Rights Agreement dated as of December 23, 2003 between Mercer
International Inc. and Computershare Trust Company of Canada.
Incorporated by reference to the Company's Form 8-K dated
December 23, 2003 filed with the Securities and Exchange
Commission.
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.
MERCER INTERNATIONAL INC.
/s/ David M. Gandossi
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David M. Gandossi
Secretary
Dated: December 31, 2003