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
REEBOK INTERNATIONAL LTD.
- ------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Massachusetts 04-2678061
- ------------------------------------------------------------------------------
(State of incorporation or organization) (IRS Employer Identification No.)
100 Technology Center Drive, Stoughton, MA 02072
- ------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
-------------------------- ----------------------------
Common Stock Purchase Rights New York Stock Exchange
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), check the following box. [ X ]
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), check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
None
- ------------------------------------------------------------------------------
(Title of class)
Page 1 of 8
Item 1 of Form 8-A and the Summary of Common Stock Purchase Rights attached as
Exhibit B to the Common Stock Rights Agreement which is an Exhibit to the Form
8-A are hereby amended as follows:
The following is added before the last paragraph of each of the above:
As of May 26, 1999, the Company and the Rights Agent entered into
Amendment Number 4 to the Rights Agreement which further amended the Rights
Agreement to change the combined capital and surplus required of the Rights
Agent pursuant to Section 21 of the Rights Agreement from $50,000,000 to
$10,000,000.
Effective as of June 1, 1999, the Company removed The First National
Bank of Boston as Rights Agent and appointed American Stock Transfer & Trust
Company ("AST") as successor Rights Agent under the Rights Agreement and AST
became a party to the Rights Agreement. Pursuant to Section 21 of the Rights
Agreement, AST is vested with the same powers, rights, duties and
responsibilities as if it had been originally named as Rights Agent and is
deemed to be Rights Agent for all purposes of the Rights Agreement.
Item 2. Exhibits
Item 2 of the Form 8-A is hereby amended by adding the following three
items to the Exhibit Index:
Amendment No. 4 to the Rights Agreement dated as of May 26, 1999
between the Company and BankBoston (f/k/a The First National Bank of Boston),
as Rights Agent.
Letter agreement dated May 18, 1999 between BankBoston (f/k/a The First
National Bank of Boston)and the Company.
Letter agreement dated May 18, 1999 between American Stock Transfer
& Trust Company and the Company.
Copies of the above-listed three items are attached as exhibits to this
Form 8-A/A.
Page 2 of 8
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this amendment to be signed on its behalf
by the undersigned, thereto duly authorized.
REEBOK INTERNATIONAL LTD.
(Registrant)
By: /s/ BARRY NAGLER
Barry Nagler
Senior Vice President
DATED: June 8, 1999
Page 3 of 8
EXHIBIT INDEX
Sequentially
Numbered Page
-------------
1. Amendment No. 4 to the Rights 5
Agreement dated as of May 26, 1999
between the Company and BankBoston
(f/k/a The First National Bank of Boston),
as Rights Agent.
2. Letter agreement dated May 18, 1999 7
between BankBoston (f/k/a The First
National Bank of Boston) and the
Company.
3. Letter agreement dated May 18, 1999 8
between American Stock Transfer & Trust
Company and the Company.
Page 4 of 8