UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
_______________
FORM
8-A/A
(Amendment
No. 1)
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT
TO SECTION 12(b) or 12(g) OF THE
SECURITIES
EXCHANGE ACT OF 1934
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Avis
Budget Group, Inc.
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(Exact
Name of Registrant as Specified in Its Charter)
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Delaware
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06-0918165
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(State
of Incorporation or Organization)
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(I.R.S.
Employer
Identification
no.)
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6
Sylvan Way
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Parsippany,
NJ
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07054
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(Address
of Principal Executive Offices)
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(Zip
Code)
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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. [X]
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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. [
]
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Securities
Act registration statement file number to which this form relates:
N/A
Securities
to be registered pursuant to Section 12(b) of the Act: None.
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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
Stock Purchase Rights
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New
York Stock Exchange
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Securities
to be registered pursuant to Section 12(g) of the Act:
Item
1. Description of Registrant's Securities to be
Registered.
On
July
13, 2006, the Board of Directors (the "Board") of Avis Budget Group, Inc.
(previously known as Cendant Corporation), a Delaware corporation (the
"Company"), authorized and declared a dividend distribution of one right
(a
"Right") for each outstanding share of Common Stock, par value $0.01 per
share
(the "Common Stock"), to stockholders of record at the close of business
on July
21, 2006 (the "Record Date"). Each Right entitles the registered holder to
purchase from the Company a unit consisting of one one-thousandth of a share
(a
"Unit") of Series A Junior Participating Preferred Stock, par value $0.01
per
share (the "Preferred Stock"), at a purchase price of $80 per Unit, subject
to
adjustment (the "Purchase Price"). The description and terms of the Rights
are
set forth in an Amended and Restated Rights Agreement (the "Rights Agreement"),
dated as of September 1, 2006, between the Company and Mellon Investor Services
LLC as Rights Agent.
On
September 1, 2006, the Company effected a one-for-ten reverse stock split
of the
Common Stock (the "Reverse Stock Split"). Each ten shares of Common Stock
outstanding at the time the Reverse Stock Split was effected were converted
into
one share of Common Stock. In connection with the Reverse Stock Split, the
number of outstanding Rights was decreased by a factor of ten such that each
share of Common Stock outstanding immediately after the Reverse Stock Split
shall have issued with respect to it one Right. The purchase price of $80
per
Unit (which is subject to adjustment) remains the same and is not affected
by
the Reverse Stock Split.
Initially,
the Rights will be attached to the shares of Common Stock underlying the
balances indicated in the book-entry account system of the transfer agent
for
the Common Stock or, in the case of certificated shares, all Common Stock
certificates representing shares then outstanding, and no separate rights
certificates ("Rights Certificates") will be distributed. Subject to certain
exceptions specified in the Rights Agreement, the Rights will separate from
the
Common Stock and a distribution date (a "Distribution Date") will occur upon
the
earlier of (i) 10 business days (or such later date as the Board shall
determine) following a public announcement that a person or group of affiliated
or associated persons (an "Acquiring Person") has acquired beneficial ownership
of fifteen percent (15%) or more of the outstanding shares of Common Stock
(the
"Stock Acquisition Date"), other than as a result of repurchases of stock
by the
Company or certain inadvertent actions by institutional or certain other
stockholders or (ii) 10 business days (or such later date as the Board shall
determine) following the commencement of a tender offer or exchange offer
that
would result in a person or group becoming an Acquiring Person.
Until
the
Distribution Date, (i) the Rights will be evidenced by the balances indicated
in
the book-entry account system of the transfer agent for the Common Stock
registered in the names of the holders of the Common Stock or, in the case
of
certificated shares, the Common Stock certificates, and will be transferred
with
and only with such shares or, in the case of certificated shares, Common
Stock
certificates, (ii) confirmation and account statements sent to holders of
shares
of Common Stock in book-entry form or, in the case of certificated shares,
new
Common Stock certificates issued after the Record Date, will contain a notation
incorporating the Rights Agreement by reference and (iii) the transfer of
any
shares of Common Stock or, in the case of certificated shares, certificates
for
Common Stock, outstanding will also constitute the transfer of the Rights
associated with such shares of Common Stock or, in the case of certificated
shares, the Common Stock represented by such certificates. Pursuant to the
Rights Agreement, the Company reserves the right to require prior to the
occurrence of a Triggering Event (as defined below) that, upon any exercise
of
Rights, a number of Rights be exercised so that only whole shares of Preferred
Stock will be issued.
The
Rights are not exercisable until the Distribution Date and will expire on
the
earlier of (i) 5:00 P.M., New York City time, on the date that the votes
of the
Company's stockholders, with respect to the Company's 2008 annual meeting
of
stockholders, are certified, unless the continuation of the Rights is approved
by the stockholders of the Company by a vote of the majority of the shares
present and entitled
to
vote
at a stockholders meeting at the Company's 2008 annual meeting of stockholders
(in which case clause (ii) shall govern) or (ii) 5:00 P.M., New York City
time
on July 13, 2016, in each case, unless the Rights are previously redeemed,
exchanged or terminated.
As
soon
as practicable after 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, thereafter, the separate Rights Certificates alone
will
represent the Rights.
In
the
event that a person or group of affiliated or associated persons becomes
an
Acquiring Person, each holder of a Right will thereafter have the right to
receive, upon exercise, Common Stock (or, in certain circumstances, cash,
property or other securities of the Company) having a value equal to two
times
the exercise price of the Right. Notwithstanding any of the foregoing, following
the occurrence of the event set forth in this paragraph, all Rights that
are, or
(under certain circumstances specified in the Rights Agreement) were,
beneficially owned by any Acquiring Person will be null and void. However,
Rights are not exercisable following the occurrence of the event set forth
above
until such time as the Rights are no longer redeemable by the Company as
set
forth below.
For
example, at an exercise price of $80 per Right, each Right not owned by an
Acquiring Person (or by certain related parties) following the event set
forth
in the preceding paragraph would entitle its holder to purchase $160 worth
of
Common Stock (or other consideration, as noted above) for $80. Assuming that
the
Common Stock had a per share value of $16 at such time, the holder of each
valid
Right would be entitled to purchase ten shares of Common Stock for
$80.
In
the
event that, at any time following the Stock Acquisition Date, (i) the Company
engages in a merger or other business combination transaction in which the
Company is not the surviving corporation, (ii) the Company engages in a merger
or other business combination transaction in which the Company is the surviving
corporation and the Common Stock of the Company is changed or exchanged,
or
(iii) other than pursuant to a pro rata dividend and/or distribution to all
of
the then current holders of Common Stock, 50% or more of the Company's assets,
cash flow or earning power is sold or transferred, each holder of a Right
(except Rights which have previously been voided as set forth above) shall
thereafter have the right to receive, upon exercise, common stock of the
acquiring company having a value equal to two times the exercise price of
the
Right. The events set forth in this paragraph and in the second preceding
paragraph are referred to as the "Triggering Events."
At
any
time after a person becomes an Acquiring Person and prior to the acquisition
by
such person or group of 50% or more of the outstanding Common Stock, the
Board
may exchange the Rights (other than Rights owned by such person or group
which
have become void), in whole or in part, for Common Stock or Preferred Stock
at
an exchange ratio of one share of Common Stock, or one one-thousandth of
a share
of Preferred Stock (or of a share of a class or series of the Company's
preferred stock having equivalent rights, preferences and privileges), per
Right
(subject to adjustment).
The
Purchase Price payable, and the number of Units of Preferred Stock 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, combination or reclassification of, the Preferred
Stock, (ii) if holders of the Preferred Stock are granted certain rights
or
warrants to subscribe for Preferred Stock or convertible securities at less
than
the current market price of the Preferred Stock, or (iii) upon the distribution
to holders of the Preferred Stock of evidences of indebtedness or assets
(excluding regular quarterly cash dividends) or of subscription rights or
warrants (other than those referred to above).
With
certain exceptions, no adjustment in the Purchase Price will be required
until
cumulative adjustments amount to at least 1% of the Purchase Price. No
fractional Units will be issued and, in lieu thereof, an adjustment in cash
will
be made based on the market price of the Preferred Stock on the last trading
date prior to the date of exercise.
At
any
time until ten business days following the Stock Acquisition Date, the Company
may redeem the Rights in whole, but not in part, at a price of $0.001 per
Right
(payable in cash, Common
Stock
or
other consideration deemed appropriate by the Board of Directors) or amend
the
Rights Agreement to change the Final Expiration Date to another date, including
without limitation an earlier date. 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 $0.001 redemption
price.
Until
a
Right is exercised, the holder thereof, as such, will have no separate rights
as
a stockholder of the Company, including, without limitation, the right to
vote
or to receive dividends in respect of Rights. While the distribution of the
Rights will not be taxable to stockholders or to the Company, stockholders
may,
depending upon the circumstances, recognize taxable income in the event that
the
Rights become exercisable for Common Stock (or other consideration) of the
Company or for common stock of the acquiring company or in the event of the
redemption of the Rights as set forth above.
Any
of
the provisions of the Rights Agreement may be amended by the Board of Directors
of the Company prior to the Distribution Date. After the Distribution Date,
the
provisions of the Rights Agreement may be amended by the Board in order to
cure
any ambiguity, to make changes which do not adversely affect the interests
of
holders of Rights, or to shorten or lengthen any time period under the Rights
Agreement. The foregoing notwithstanding, no amendment may be made at such
time
as the Rights are not redeemable.
The
Rights may have certain anti-takeover effects. The Rights may cause substantial
dilution to any person or group that attempts to acquire the Company without
the
approval of the Board. As a result, the overall effect of the Rights may
be to
make more difficult a merger, tender offer or other business combination
involving the Company that is not supported by the Board.
The
Amended and Restated Rights Agreement, dated as of September 1, 2006 between
the
Company and Mellon Investor Services LLC as Rights Agent, specifying the
terms
of the Rights is filed as Exhibit 4.1 to this Form 8-A and is incorporated
herein by reference. The foregoing description of the Rights is qualified
in its
entirety by reference to such exhibit.
Item
2. Exhibits.
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Exhibit
4.1
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Amended
and Restated Rights Agreement, dated as of September 1, 2006,
by and
between Avis Budget Group, Inc. and Mellon Investor Services
LLC as Rights
Agent, including the form of Certificate of Designation, Preferences
and
Rights of Series A Junior Participating Preferred Stock as Exhibit
A
thereto, the form of Rights Certificates as Exhibit B thereto,
and the
Summary of Rights as Exhibit C thereto.
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Exhibit
4.2
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Certificate
of Designation, Preferences and Rights of Series A Junior Participating
Preferred Stock.
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SIGNATURES
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.
Dated:
September 5, 2006
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Avis
Budget Group, Inc.
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By:
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/s/
Jean M. Sera |
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Name:
Jean M. Sera
Title:
Senior Vice President and Secretary
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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Exhibit
4.1
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Amended
and Restated Rights Agreement, dated as of September 1, 2006,
by and
between Avis Budget Group, Inc. and Mellon Investor Services
LLC as Rights
Agent, including the form of Certificate of Designation, Preferences
and
Rights of Series A Junior Participating Preferred Stock as Exhibit
A
thereto, the form of Rights Certificates as Exhibit B thereto,
and the
Summary of Rights as Exhibit C thereto.
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Exhibit
4.2
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Certificate
of Designation, Preferences and Rights of Series A Junior Participating
Preferred Stock.
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