UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
LASER-PACIFIC MEDIA CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Delaware 95-3824617
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(State of Incorporation or Organization) (IRS Employer Identification no.)
809 N. Cahuenga Blvd., Hollywood, California 90038
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(Address of Principal Executive Offices) (Zip Code)
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|
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. |_|
Securities Act registration statement file number
to which this form relates: Not Applicable
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
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Rights to Purchase Series B Junior Nasdaq National Market System
Participating Cumulative Preferred Stock,
par value $.0001 per share
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Securities to be registered pursuant to Section 12(g) of the Act:
None.
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(Title of Class)
AMENDMENT NO. 1 TO FORM 8-A
We hereby amend the following items, exhibits or other portions of our Form
8-A dated as of January 12, 2001, which relates to our Rights to purchase Series
B Junior Participating Cumulative Preferred Stock, par value $.0001 per share.
Item 1. Description of Registrant's Securities to be Registered
Item 1 of our Form 8-A filed on January 19, 2001 is hereby amended by
adding the following text:
On July 31, 2003, pursuant to the authorization of the board of directors
of Laser-Pacific Media Corporation, a Delaware corporation (the "Company"), the
Company and U.S. Stock Transfer Corporation, as Rights Agent (the "Rights
Agent") entered into and executed Amendment No. 1 (the "Amendment") to the
Rights Agreement dated as of January 12, 2001, by and between the Company and
the Rights Agent (the "Rights Agreement"). Capitalized terms used but not
defined herein shall have the meaning assigned thereto in the Rights Agreement.
Section 27 of the Rights Agreement provides that prior to the time any Person
becomes an Acquiring Person, the Company may supplement or amend the Rights
Agreement without the consent of the holders of the Rights.
On July 31, 2003, the Company entered into an Agreement and Plan of Merger
(the "Merger Agreement") by and among the Company, Eastman Kodak Company, a New
Jersey corporation ("Kodak"), and OS Acquisition Corp., a Delaware corporation
and wholly-owned subsidiary of Kodak ("Merger Sub"), pursuant to which Merger
Sub will merge with and into the Company (the "Merger"), on the terms and
subject to the conditions of the Merger Agreement. In connection with the Merger
Agreement and other related transactions contemplated thereby, the Amendment (i)
provides that neither Kodak nor any of its wholly-owned Subsidiaries shall be
deemed an Acquiring Person by virtue of the execution of the Merger Agreement or
the consummation of the transactions contemplated thereby, and (ii) specifies
that no Distribution Date shall be deemed to have occurred by reason of the
execution of the Merger Agreement or the consummation of the transactions
contemplated thereby.
The Rights Agreement, including the form of the Rights Certificate, is
filed as Exhibit 4.1 hereto and is incorporated herein by reference. The
Certificate of Designations of Series B Junior Participating Cumulative
Preferred Stock is filed as Exhibit 4.2 hereto and is incorporated herein by
reference. The Amendment is filed as Exhibit 4.3 hereto and is incorporated
herein by reference. The foregoing descriptions of the Rights Agreement and the
Amendment do not purport to be complete and are qualified in their entirety by
reference to such exhibits.
Item 2. Exhibits
4.1 Rights Agreement (which includes as Exhibit A thereto the Form of
Right Certificate), dated as of January 12, 2001, by and between
Laser-Pacific Media Corporation and U.S. Stock Transfer Corporation
(incorporated herein by reference to Exhibit 4.1 to the Company's
Current Report on Form 8-K, filed with the Securities and Exchange
Commission on January 19, 2001).
<page>
4.2 Certificate of Designations of Series B Junior Participating
Cumulative Preferred Stock (incorporated herein by reference to
Exhibit 4.2 to the Company's Current Report on Form 8-K, filed with
the Securities and Exchange Commission on January 19, 2001).
4.3 Amendment No. 1 to the Rights Agreement, dated as of July 31, 2003, by
and between Laser-Pacific Media Corporation and U.S. Stock Transfer
Corporation.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this Amendment No. 1 to the Registration
Statement on Form 8-A (File No. 1-16323) to be signed on its behalf by the
undersigned, thereunto duly authorized.
By: /s/ James R. Parks
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Name: James R. Parks
Its: Chairman and Chief Executive Officer
Dated: August 5, 2003
EXHIBIT INDEX
Exhibit No. Description
4.1 Rights Agreement (which includes as Exhibit A thereto the Form of
Right Certificate), dated as of January 12, 2001, by and between
Laser-Pacific Media Corporation and U.S. Stock Transfer
Corporation (incorporated herein by reference to Exhibit 4.1 to
the Company's Current Report on Form 8-K, filed with the
Securities and Exchange Commission on January 19, 2001).
4.2 Certificate of Designations of Series B Junior Participating
Cumulative Preferred Stock (incorporated herein by reference to
Exhibit 4.2 to the Company's Current Report on Form 8-K, filed
with the Securities and Exchange Commission on January 19, 2001).
4.3 Amendment No. 1 to the Rights Agreement, dated as of July 31,
2003, by and between Laser-Pacific Media Corporation and U.S.
Stock Transfer Corporation.