SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
(Amendment No. 3)
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
MELAMINE CHEMICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware 64-0475913
(State of incorporation or organization) (IRS EmployerIdentification No.)
Highway 18 West
Donaldsonville, Louisiana 70346
(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
None None
Securities to be registered pursuant to Section 12(g) of the
Act:
PREFERRED SHARE PURCHASE RIGHTS
(Title of Class)
The undersigned registrant hereby further amends the
following items and exhibits of its Registration Statement
on Form 8-A, dated November 9, 1990, as amended by a Form 8
dated August 20, 1991 and a Form 8-A/A dated December 8,
1994 (as amended, the "Form 8-A"), in the manner set forth
below:
Item 1. Description of Securities To Be Registered.
On October 9, 1997, Melamine Chemicals, Inc. (the
"Company") entered into an Agreement and Plan of Merger by
and among Borden Chemical, Inc., MC Merger Corp., a wholly
owned subsidiary of Borden Chemical, Inc. (together,
"Borden"), and the Company (the "Merger Agreement"). On
October 9, 1997, prior to the execution of the Merger
Agreement, the Company adopted and executed the Third
Amendment (the "Third Amendment") and the Fourth Amendment
(the "Fourth Amendment") to the Company's Rights Agreement
dated November 5, 1990 (the "Rights Agreement") with
Wachovia Bank and Trust Company, N.A. (now Wachovia Bank,
N.A.) as Rights Agent (the "Rights Agent"), as previously
amended by instruments dated as of August 7, 1991 and August
3, 1994. The description of the Preferred Share Purchase
Rights contained in Item 1 of the Form 8-A is attached
hereto as Exhibit 1 and incorporated herein by reference.
The Third Amendment amends the Rights Agreement by
redefining the "Final Expiration Date" as November 15, 1998.
A copy of the Third Amendment is attached hereto as Exhibit
6 and incorporated herein by reference.
The Fourth Amendment amends the Rights Agreement by
exempting (1) the approval, execution, delivery, amendment
or consummation of any of the transactions contemplated by
the Merger Agreement, (2) the public announcement or making
of a tender offer (the "Tender Offer") by Borden for the
Common Shares of the Company, or the acceptance for purchase
of such shares thereunder, and (3) Borden and its affiliates
and associates, from the definitions of "Acquiring Person,"
"Beneficial Owner," and "Beneficially Owned" in the Rights
Agreement, and from the restrictions imposed by the Rights
Agreement on Acquiring Persons generally; and providing for
the Preferred Share Purchase Rights to expire immediately
prior to the acceptance for purchase of shares of Common
Stock by Borden pursuant to the Tender Offer. A copy of the
Fourth Amendment is attached hereto as Exhibit 6 and
incorporated herein by reference.
Item 2. Exhibits.
Exhibit Description
No.
(1) Item 1 of the Form 8-A.
(2) Rights Agreement, dated as of November 5, 1990
between the Company and Wachovia Bank and Trust
Company, N.A. as Rights Agent (the "Rights
Agreement") (Previously filed as Exhibit 1 to the
Form 8-A, and incorporated herein by reference).
(3) Amendment to the Rights Agreement dated August 7,
1991. (Previously filed as Exhibit 2 to an
amendment on Form 8 dated August 20, 1991 to the
Form 8-A and incorporated herein by reference).
(4) Second Amendment to the Rights Agreement dated
August 3, 1994 (Previously filed as Exhibit 4 to
an amendment on Form 8-A/A dated December 8, 1994
to the Form 8-A and incorporated herein by
reference).
(5) Third Amendment to the Rights Agreement dated
October 9, 1997.
(6) Fourth Amendment to the Rights Agreement dated
October 9, 1997.
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly
caused this amendment to its registration statement on Form
8-A to be signed on its behalf by the undersigned, thereunto
duly authorized.
Dated: October 14, 1997
MELAMINE CHEMICALS, INC.
By: /s/ Wayne D. DeLeo
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Wayne D. DeLeo,
Vice President and
Chief Financial Officer