SEC Form 8-A12B/A filed by Nam Tai Property Inc. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
NAM TAI PROPERTY INC.
(Exact name of registrant as specified in its charter)
| British Virgin Islands | Not Applicable | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Namtai Industrial Estate
No. 2 Namtai Road, Gushu Community, Xixiang Township
Baoan District, Shenzhen City, Guangdong Province
People’s Republic of China
(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
| Title of each class |
Name of each exchange on which | |
| Stock Purchase Rights |
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) or (e), 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) or (e), check the following box. ☐
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
| Securities Act registration statement or Regulation A offering statement file number to which this form relates: | ___________ | |||
| (if applicable) |
Securities to be registered pursuant to Section 12(g) of the Act:
None.
(Title of Class)
| Item 1. | Description of Registrant’s Securities to be Registered. |
Item 1 is hereby amended and supplemented as follows:
On December 12, 2022, the Board of Directors of Nam Tai Property Inc., a company incorporated under the laws of the British Virgin Islands (the “Company”), approved the second amendment (the “Second Amendment”) to the Rights Agreement, dated as of December 13, 2021, between the Company and Computershare Trust Company, N.A., as Rights Agent, as amended by the Amendment to Rights Agreement, dated as of January 12, 2022 (as amended, the “Rights Agreement”). The Company amended the Rights Agreement to (i) amend the definition of “Acquiring Person,” to provide, among other things, that such term shall mean any person who is or becomes the beneficial owner of more than 10% of the issued Shares (as defined in the Rights Agreement), subject to the terms, conditions and qualifications as provided in the Second Amendment, (ii) amend the definition of “Expiration Time” to provide that the Rights and the Rights Agreement shall expire at the earliest of, among other things, the close of business on December 13, 2023, (iii) amend Section 5.1(c) of the Rights Agreement to provide that “Eligible Shareholders” (as defined in the Second Amendment) shall beneficially own, continuously for at least three years, at least 30% of the Shares of the Company then issued (other than Shares held by the offeror or its affiliates and associates) and (iv) certain additional amendments, including conforming changes.
Pursuant to the terms of the Rights Agreement, an “Acquiring Person” does not include, among other things, any person or group that, as of the first public announcement of the adoption of the Second Amendment, beneficially owns more than 10% of the issued Shares for so long as such person or group (i) has disclosed the full extent of such beneficial ownership on Schedule 13D and continues to beneficially own more than 10% of the issued Shares, until such time thereafter as such person or group beneficially owns one or more additional Shares, or (ii) did not file an initial statement on or amendment to Schedule 13D and thereafter promptly divests (or promptly enters into an agreement with, and satisfactory to, the Board) either (x) the number of Shares acquired since the last filing by such person or group and prior to the public announcement of the adoption of the Second Amendment or (y) the number of Shares which results in beneficial ownership of more than 10% of the issued Shares as determined by the Board, in its sole discretion, which determination may exempt such person or group from the requirement to divest Shares and may require compliance with certain limitations or conditions, as required by the Board in making such determination.
The Second Amendment is attached hereto as an exhibit and is incorporated herein by reference. The foregoing description of the Second Amendment is qualified in its entirety by reference to the Second Amendment.
| Item 2. | Exhibits. |
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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.
Date: December 13, 2022
| NAM TAI PROPERTY INC. | ||
| By: | /s/ Yu Chunhua | |
| Name: Yu Chunhua | ||
| Title: Interim Chief Executive Officer | ||
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