SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
(Amendment No. 2)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
GENERAL SEMICONDUCTOR, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 13-3575653
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(State of incorporation or (I.R.S. Employer
organization) Identification No.)
10 MELVILLE PARK ROAD
MELVILLE, NEW YORK 11747
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(Address of principle (Zip Code)
executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to Name of each exchange on
be so registered which class is to be
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PREFERRED STOCK PURCHASE RIGHTS NEW YORK STOCK EXCHANGE
If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(1),
please check the following box. [ ]
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933 pursuant
to General Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
None
This Form 8-A/A (Amendment No. 2) amends and supplements the
information set forth in the Registration Statement on the Form 8-A filed
by General Semiconductor, Inc. (formerly known as General Instrument Corp.)
(the "Company") on January 13, 1997 (as amended by the Form 8A/A filed on
March 16, 1999). All capitalized terms not defined herein have the meanings
ascribed to such terms in the Rights Agreement (as defined herein).
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
On July 31, 2001, the Board of Directors of the Company adopted
Amendment No. 2 to the Rights Agreement, dated as of January 6, 1997,
between the Company and Mellon Investor Services LLC (formerly known as
ChaseMellon Shareholder Services, L.L.C.), a New Jersey limited liability
company, as Rights Agent (the "Rights Agent"), as amended on March 10, 1999
(as amended, the "Rights Agreement").
Amendment No. 2 to the Rights Agreement (the "Amendment") amended
the following: (i) Section 1 by adding definitions for "Merger Sub",
"Merger Agreement" and "Merger"; (ii) the definition of "Acquiring Person"
to provide that such term shall not include Parent, Merger Sub or their
affiliates solely in connection with the execution of the Merger Agreement
and consummation of the Merger; (iii) the definition of "Distribution Date"
and "Shares Acquisition Date" to provide that neither such date shall be
deemed to have occurred as a result of the execution of the Merger
Agreement or the announcement or consummation of the Merger; and (iv)
Exhibit C - the Summary of Rights to Purchase Preferred Stock - to reflect
the changes described in the foregoing clauses (i) - (iii).
The form of the Rights Agreement, dated as of January 6, 1997,
between the Company and the Rights Agent, specifying the terms of the
Rights, including the exhibits thereto, is attached to the Form 8-A as
Exhibit 1 and is incorporated herein by reference. The form of Amendment
No. 1 to the Rights Agreement, dated as of March 10, 1999, attached to the
Form 8-A/A as Exhibit 1 and is incorporated herein by reference. The
Amendment is attached as Exhibit 3 to this Form 8-A/A (Amendment No. 2) and
incorporated herein by reference. The foregoing description of the
Amendment is qualified in its entirety by reference to the full text of the
Amendment.
ITEM 2. EXHIBITS
1. Form of Rights Agreement, dated as of January 6, 1997, between
General Semiconductor and ChaseMellon Shareholder Services, L.L.C.
(presently known as Mellon Investor Services LLC) as Rights Agent
(previously filed on the form 8-A on January 13, 1997 and
incorporated herein by reference)
2. Form of Amendment to the Rights Agreement, dated as of March 10,
1999, between General Semiconductor and ChaseMellon Shareholder
Services, L.L.C. (presently known as Mellon Investor Services LLC)
as Rights Agent (previously filed on the form 8-A/A on March 16,
1999 and incorporated herein by reference)
3. Amendment No. 2 to the Rights Agreement, dated July 31, 2001,
between General Semiconductor, Inc. and Mellon Investor Services
LLC (formerly known as ChaseMellon Shareholder Services, L.L.C.)
as Rights Agent
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized.
Date: August 1, 2001
GENERAL SEMICONDUCTOR, INC.
By: /s/ Robert J. Gange
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Robert J. Gange
Senior Vice President and
Chief Financial Officer
EXHIBITS
Exhibit No. Description
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1. Form of Rights Agreement, dated as of January 6, 1997, between
General Semiconductor and ChaseMellon Shareholder Services, L.L.C.
(presently known as Mellon Investor Services LLC) as Rights Agent
(previously filed on the form 8-A on January 13, 1997 and
incorporated herein by reference)
2. Form of Amendment to the Rights Agreement, dated as of March 10,
1999, between General Semiconductor and ChaseMellon Shareholder
Services, L.L.C. (presently known as Mellon Investor Services LLC)
as Rights Agent (previously filed on the form 8-A/A on March 16,
1999 and incorporated herein by reference)
3. Amendment No. 2 to the Rights Agreement, dated July 31, 2001,
between General Semiconductor, Inc. and Mellon Investor Services
LLC (formerly known as ChaseMellon Shareholder Services, L.L.C.)
as Rights Agent