pdc8arightsplan.htm
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
PETROLEUM
DEVELOPMENT CORPORATION
(Exact
name of registrant as specified in its charter)
________________________________________________
|
Nevada
(State
of incorporation or organization)
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95-2636730
(I.R.S. Employer
Identification No.)
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120
Genesis Boulevard
Bridgeport,
West Virginia
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26330
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(Address
of principal executive offices)
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(Zip
Code)
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Securities
to be registered pursuant to Section 12(b) of the
Act:
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Title
of each class
to
be so registered
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Name
of each exchange on which
each
class is to be registered
|
|
Rights
to Purchase Common Shares
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NASDAQ
Global Select Market
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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.[X]
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: None.
Securities
to be registered pursuant to Section 12(g) of the
Act:
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ITEM
1. DESCRIPTION OF
REGISTRANT’S SECURITIES TO BE REGISTERED.
On
September 11, 2007 pursuant to a Rights Agreement (the “Rights Agreement”),
dated as of September 11, 2007, between Petroleum Development
Corporation (the “Company”) and Transfer Online, Inc., as Rights
Agent (the “Rights Agent”), the Company’s Board of Directors declared a dividend
of one right (a “Right”) to purchase one whole share of the Company’s common
stock, par value $0.01 per share (“Common Stock”), for each outstanding share of
Common Stock, of the Company. The dividend is payable on September
14, 2007 to stockholders of record on that date (the “Record
Date”). Each Right entitles the registered holder, after the
occurrence of a “Distribution Date” as defined in the Rights Agreement and
described below, to exercise the right to purchase from the Company one share
of
Common Stock at an exercise price of $240 (the “Purchase Price”), subject to
adjustment.
The
following summary of the principal terms of the Rights Agreement is a general
description only and is subject to the detailed terms and conditions of the
Rights Agreement, which is incorporated herein by reference to Exhibit 4.1
to
the Company’s Current Report on Form 8-K filed September 14, 2007.
Rights
Evidenced by Common Stock Certificates
The
Rights will not be exercisable
until the Distribution Date. Until then, certificates for the Rights
(“Rights Certificates”) will not be sent to stockholders, and the Rights will
attach to and trade only together with the Common Stock. Accordingly,
Common Stock certificates outstanding on the Record Date will evidence the
Rights related thereto, and Common Stock certificates issued after the Record
Date will contain a notation incorporating the Rights Agreement by
reference. Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender or transfer of any certificates for
Common Stock, outstanding as of the Record Date, even without such notation,
will also constitute the transfer of the Rights associated with the Common
Stock
represented by such certificate.
Distribution
Date
The
Rights will separate from the
Common Stock, Rights Certificates will be issued, and the Rights will become
exercisable upon the earlier of: (i) the tenth day after a person or group
of
affiliated or associated persons (an “Acquiring Person”) publicly announces that
it has acquired, or obtained the right to acquire, beneficial ownership of
15%
or more of the outstanding Common Stock, or (ii) 10 business days (or such
later
date as may be determined by action of the Company’s Board of Directors taken
prior to a person or group becoming an Acquiring Person) following the
commencement or announcement of a tender offer or exchange offer, the
consummation of which would result in the beneficial ownership by a person
or
group of 15% or more of the outstanding Common Stock. The earlier of
such dates is referred to as the “Distribution Date.”
Issuance
of Rights Certificates; Expiration of Rights
As
soon as practicable following the
Distribution Date, Rights 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 Rights Certificates alone will evidence the Rights from and after
the
Distribution Date. The Rights will expire on the earliest of (i)
September 11, 2017 (the “Final Expiration Date”), or (ii) redemption or exchange
of the Rights as described below.
Initial
Exercise of the Rights
Following
the Distribution Date, and
until the occurrence of one of the further events described below, holders
of
the Rights will be entitled to receive, upon exercise and the payment of the
Purchase Price, one share of Common Stock. In the event
that the Company does not have sufficient Common Stock available for all Rights
to be exercised, or the Board decides that such action is necessary and not
contrary to the interests of Rights holders, the Company may instead substitute
cash, assets or other securities for the shares of Common Stock for which the
Rights would have been exercisable under this provision or as described
below.
Right
to Buy Company Shares of Common Stock
Unless
the Rights are earlier redeemed,
in the event that the Distribution Date occurs and a person or group becomes
an
Acquiring Person, then each holder of a Right that has not theretofore been
exercised (other than Rights beneficially owned by the Acquiring Person, which
will thereafter be void) will thereafter have the right to receive, upon
exercise, shares of Common Stock having a value equal to two times the Purchase
Price.
Right
to Buy Acquiring Company Stock
Similarly,
unless the Rights are
earlier exercised, exchanged or redeemed, in the event that, after the
Distribution Date occurs and a person or group becomes an Acquiring Person,
(i)
the Company is acquired in a merger or other business combination transaction,
or (ii) 50% or more of the Company’s consolidated assets or earning power are
sold (other than in transactions in the ordinary course of business), proper
provision must be made so that each holder of a Right that has not theretofore
been exercised, exchanged or redeemed (other than Rights beneficially owned
by
the Acquiring Person, which will thereafter be void) will thereafter have the
right to receive, upon exercise, shares of common stock of the acquiring company
having a value equal to two times the Purchase Price.
Exchange
Provision
At
any time after a person or group
becomes an Acquiring Person and prior to the acquisition by such Acquiring
Person of 50% or more of the Company’s outstanding Common Stock, the Board of
Directors of the Company may exchange the Rights (other than Rights owned by
the
Acquiring Person), in whole or in part, at an exchange ratio calculated pursuant
to the Rights Agreement.
Redemption
At
any time on or prior to the earlier
of (i) the time a person becomes an Acquiring Person and (ii) the Close of
Business on the Final Expiration Date, the Company may redeem the Rights in
whole, but not in part, at a price of $0.01 per Right.
Adjustments
to Prevent Dilution
The
Purchase Price payable, the number
of Rights and the number of shares of Common Stock or other securities or
property issuable upon exercise of the Rights are subject to adjustment from
time to time in connection with the dilutive issuances by the Company as set
forth in the Rights Agreement. 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.
Cash
Paid Instead of Issuing Fractional Shares
No
fractional portion of a share of
Common Stock will be issued upon exercise of a Right and, in lieu thereof,
an
adjustment in cash will be made based on the market price of
the Common Stock on the last trading date prior to the date of
exercise.
No
Stockholders’ Rights Prior to Exercise
Until
a Right is exercised, the holder
thereof, as such, will have no rights as a stockholder of the Company (other
than any rights resulting from such holder’s ownership of Common Stock),
including, without limitation, the right to vote or to receive
dividends.
Amendment
of Rights Agreement
The
terms of the Rights and the Rights
Agreement may be amended in any respect without the consent of the Rights
holders on or prior to the Distribution Date; thereafter, the terms of the
Rights and the Rights Agreement may be amended without the consent of the Rights
holders in order to cure any ambiguities or to make changes that do not
adversely affect the interests of Rights holders (other than the Acquiring
Person).
No
Voting Rights
Rights
will not have any voting
rights.
Certain
Anti-Takeover Effects
The
Rights approved by the Company’s
Board of Directors are designed to protect and maximize the value of the
outstanding equity interests in the Company in the event of an unsolicited
attempt by an acquiror to take over the Company in a manner or on terms not
approved by the Company’s Board of Directors. Takeover attempts may
include coercive tactics to deprive the Company’s Board of Directors and its
stockholders of any real opportunity to determine the destiny of the
Company. The Rights have been declared by the Board in order to deter
such tactics, including a gradual accumulation of shares in the open market
of a
15% or greater position to be followed by a merger or a partial or two-tier
tender offer that does not treat all stockholders equally. These
tactics can unfairly pressure stockholders, squeeze them out of their investment
without giving them any real choice and deprive them of the full value of their
shares.
The
Rights are not intended to prevent
a takeover of the Company and will not do so. Subject to the
restrictions described above, the Rights may be redeemed by the Company at
$0.01
per Right at any time prior to the time a person or group becomes an Acquiring
Person. Accordingly, the Rights should not interfere with any merger
or business combination approved by the Company’s Board of
Directors.
Issuance
of the Rights does not in any
way weaken the financial strength of the Company or interfere with its business
plans. The issuance of the Rights themselves has no dilutive effect,
will not affect reported earnings per share, should not be taxable to the
Company or to its stockholders, and will not change the way in which the Company
’s shares are presently traded. The Company’s Board of Directors
believes that the Rights represent a sound, prudent and reasonable means of
addressing complex issues of corporate policy in the business environment and
responding to the perceived potential threat to corporate policy and
effectiveness inherent in that environment. The Rights may have the
effect of rendering more difficult or discouraging an acquisition of the Company
that is deemed undesirable by the Company’s Board of Directors. The
Rights may cause substantial dilution to a person or group that attempts to
acquire the Company on terms or in a manner not approved by the Company’s Board
of Directors, except pursuant to an offer conditioned upon the negation,
purchase or redemption of the Rights.
ITEM
2. EXHIBITS.
The
following exhibits to this
Registration Statement on Form 8-A are incorporated by reference from the
documents specified, which documents have been filed with the Securities and
Exchange Commission.
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Exhibit
Number
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Description
of Exhibit
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4.1
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Rights
Agreement by and between Petroleum Development Corporation and Transfer
Online, Inc., as Rights Agent, dated as of September 11, 2007, including
the forms of Rights Certificate and Summary of Stockholder Rights
Plan
attached thereto as Exhibits A and B, respectively (incorporated
by
reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K,
filed September 14, 2007).
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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.
PETROLEUM
DEVELOPMENT CORPORATION
By: /s/
Richard W. McCullough
Richard
W. McCullough
Chief
Financial Officer
Date: September
14, 2007
INDEX
OF EXHIBITS
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Exhibit
Number
|
Description
of Exhibit
|
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4.1
|
Rights
Agreement by and between Petroleum Development Corporation and Transfer
Online, Inc., as Rights Agent, dated as of September 11, 2007, including
the forms of Rights Certificate and Summary of Stockholder Rights
Plan
attached thereto as Exhibits A and B, respectively (incorporated
by
reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K,
filed September 14, 2007).
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