Unassociated Document
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
HOLLYSYS AUTOMATION TECHNOLOGIES
LTD.
(Exact
name of registrant as specified in its charter)
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British
Virgin Islands
(State
or Other Jurisdiction of
Incorporation
or Organization)
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None
(I.R.S.
Employer
Identification
Number)
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No.
2 Disheng Middle Road,
Beijing
Economic-Technological Development Area,
Beijing,
P. R. China 100176
8610-5898-1309
(Address,
including Zip Code, of Registrant’s
Principal
Executive Offices)
Copies
to:
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Peter
Li, CFO
No.
2 Disheng Middle Road,
Beijing
Economic-Technological Development Area,
Beijing,
P. R. China 100176
8610-5898-1309
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Louis
A. Bevilacqua
Pillsbury
Winthrop Shaw Pittman LLP
2300
N Street, NW
Washington,
DC 20037
(202)
663-8158
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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
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Preferred
Share Purchase Rights
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The
NASDAQ Stock Market LLC
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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), please check the following box o
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), please check the following box o
Securities
Act registration statement file number to which this form relates: Not applicable
Securities
to be registered pursuant to Section 12(g) of the Act: None.
INFORMATION
REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant’s
Securities to be Registered.
On August
27, 2010, the Board of Directors of Hollysys Automation Technologies Ltd. (the
“Company”) adopted a Rights Plan (the “2010 Rights Plan”). In connection with
the 2010 Rights Plan, the Board of Directors of the Company declared a dividend
distribution of one “Right” for each outstanding ordinary share of the Company
to shareholders of record at the close of business on August 27, 2010 (the
“Record Date”), effective as of September 27, 2010 (the “Effective Date”). Each
Right entitles the shareholder to buy one share of the Company’s Class A
Preferred Stock at a price of $160. The description and terms of the
Rights are set forth in a Rights Agreement, dated August 27, 2010, between the
Company and Continental Stock Transfer & Trust Company, as Rights Agent (the
“Rights Agreement”). Unless terminated earlier by the Company’s Board of
Directors, the 2010 Rights Plan will expire on September 27, 2020.
Initially,
the Rights will be attached to all certificates representing Ordinary Shares
then outstanding, and no separate Rights certificates or stock statements will
be distributed or provided. The Rights will separate from the Ordinary Shares
and become exercisable if a person or group announces an acquisition of 20% or
more of the Company’s outstanding ordinary shares, or announces commencement of
a tender offer for 20% or more of the ordinary shares. In that event, the Rights
permit shareholders, other than the acquiring person, to purchase the Company’s
ordinary shares having a market value of twice the exercise price of the Rights,
in lieu of the Class A Preferred Stock. In addition, in the event of certain
business combinations, the Rights permit the purchase of the ordinary shares of
an acquiring person at a 50% discount. Rights held by the acquiring
person become null and void in each case.
The 2010
Rights Plan is designed to ensure that all of the Company’s shareholders receive
fair and equal treatment in the event of any proposed takeover of the Company
and to guard against partial tender offers, open market accumulations and other
abusive or coercive tactics to gain control of the Company without paying all
shareholders a control premium. The Rights will cause substantial
dilution to a person or group that acquires 20% or more of the Company’s stock
on terms not approved by the Company’s Board of Directors, but the Rights should
not interfere with any merger or other business combination approved by the
Board of Directors at any time prior to the first date that a person or group
has become an Acquiring Person.
In
connection with the adoption of the 2010 Rights Plan, the Company amended its
Memorandum and Articles of Association to increase its authorized shares of
Class A Preferred Stock from 10,000,000 shares to 90,000,000 shares, and to
provide that directors may only be removed by shareholders for
cause.
The
Rights Agreement specifying the terms of the Rights, the amendment to the
Company’s Memorandum and Articles of Association and the press release
announcing the declaration of the Rights are incorporated herein by reference as
exhibits to this registration statement. The foregoing description of
the Rights is qualified in its entirety by reference to such
exhibits.
Item 2. Exhibits.
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1.
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Rights
Agreement, dated as of August 27, 2010, between Hollysys Automation
Technologies Ltd. and Continental Stock Transfer & Trust Company,
which includes the Form of Right Certificate as Exhibit A and the
Summary of Rights to Purchase Preferred Shares as Exhibit B
(incorporated by reference to Exhibit 2.1 of the registrant’s Report
on Form 6-K filed on September 21,
2010).
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2.
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Amendment
to Memorandum and Articles of Association of Hollysys Automation
Technologies Ltd. (incorporated by reference to Exhibit 1.1 of the
registrant’s Report on Form 6-K filed on September 21,
2010).
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3.
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Press
Release, dated September 20, 2010 (incorporated by reference to
Exhibit 15.1 of the registrant’s Report on Form 6-K filed on
September 20, 2010).
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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, thereto duly authorized.
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Date:
September 21, 2010
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HOLLYSYS
AUTOMATION TECHNOLOGIES LTD.
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By:
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/s/
Peter Li |
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Peter
Li
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Chief
Financial Officer
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