Business Context and Reporting Period
Company: Chicago Rivet & Machine Co.
Filing Type: Form 8-K (Current Report)
Date of Report: December 3, 2009
Reporting Period: Events occurring on December 2 and December 3, 2009.
Key Financial Metrics
This filing does not contain financial performance data. There are no reported values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes
The filing reports a material modification to the rights of security holders and amendments to the Articles of Incorporation regarding the company's poison pill rights plan:
- Expiration of Former Rights: The rights issued under the Rights Agreement dated November 22, 1999, expired on December 2, 2009, at 5:00 P.M. New York City time.
- Elimination of Old Series: On December 3, 2009, the Company filed a Statement of Resolution with the Illinois Secretary of State to eliminate the Series A Junior Participating Preferred Stock associated with the expired plan. The 20,000 shares previously reserved for this series resumed their status as authorized but unissued shares.
- Implementation of New Rights: The Company entered into a new Rights Agreement on November 16, 2009, with Continental Stock Transfer & Trust Company as the rights agent.
- Creation of New Series: On December 3, 2009, the Company filed a new Statement of Resolution authorizing a new series of 20,000 shares of Series A Junior Participating Preferred Stock to be reserved for issuance under the new agreement.
Guidance, Outlook, and Risks
The filing contains no management commentary, financial guidance, or outlook. No specific risks or contingencies are discussed beyond the procedural changes to the corporate charter and rights plan.
Investor Verification Checklist
- Verify the terms of the new Rights Agreement filed on November 16, 2009 (previously filed as Exhibit 4.1 to an 8-K dated November 16, 2009).
- Confirm the status of the 20,000 shares of Series A Junior Participating Preferred Stock under the new plan.
- Review the specific provisions of the new Rights Agreement to understand the trigger mechanisms and exercise prices for the new rights plan.