UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): October 11, 2006
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MOBILITY ELECTRONICS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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0-30907
(Commission File Number)
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86-0843914
(IRS Employer Identification No.) |
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17800 N. Perimeter Dr., Suite 200, Scottsdale, Arizona
(Address of Principal Executive Offices)
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85255
(Zip Code) |
(480) 596-0061
(Registrant’s telephone number, including area code)
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
On October 11, 2006, Mobility Electronics, Inc. (the “Company”) and Computershare Trust
Company, Inc. (the “Rights Agent”), amended the Rights Agreement, dated as of June 11, 2003 by and
between the Company and the Rights Agent, as amended by Amendment No. 1 to Rights Agreement, dated
as of August 4, 2006 (collectively, the “Rights Agreement”), by executing Amendment No. 2 to Rights
Agreement (“Amendment No. 2”). Amendment No. 2 amends the definition of “Acquiring Person” set
forth in Section 1(a) of the Rights Agreement to increase the threshold of Common Stock ownership
required for Adage Capital Partners GP, L.L.C. and its affiliates (“Adage”) to be deemed an
“Acquiring Person” from 20% to 25%.
The Board of Directors of the Company approved Amendment No. 2 following a request by Adage,
the Company’s largest stockholder, that the Company consider raising the threshold to permit Adage
to have the ability to acquire more than 20% of the Company’s common stock without becoming an
“Acquiring Person” under the Rights Agreement.
The Rights Agreement was filed as Exhibit No. 4.1 to Registration Statement on Form 8-A filed
with the Securities and Exchange Commission on June 19, 2003, and is incorporated by reference
herein. Amendment No. 1 to the Rights Agreement was filed as Exhibit No. 4.1 to the Current Report
on Form 8-K filed August 4, 2006. Amendment No. 2 is attached hereto as Exhibit 4.1 and
incorporated by reference herein.
Item 3.03. Material Modification to Rights of Security Holders.
See the description set forth under “Item 1.01 Entry into a Material Definitive Agreement,”
which is incorporated by reference into this Item 3.03.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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| Exhibit No. |
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Description |
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4.1 |
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Amendment No. 2 to Rights Agreement dated as of October 11, 2006, by and
between Mobility Electronics, Inc. and Computershare Trust Company. |
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99.1 |
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Press Release, dated October 12, 2006. |