SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
AMENDMENT NO. 1 TO REGISTRATION STATEMENT ON FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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NELLCOR INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 94-2789249
(STATE OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
4280 HACIENDA DRIVE
PLEASANTON, CALIFORNIA 94588
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
None
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:
PREFERRED SHARE PURCHASE RIGHTS
(TITLE OF CLASS)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A description of the Preferred Share Purchase Rights to be registered
hereunder is contained in Item 5 of the Registrant's Form 8-K Current Report
filed with the Securities and Exchange Commission on June 13, 1991 and is
incorporated herein by reference. This Amendment No. 1 to the Registrant's
Registration Statement is being filed solely to reflect the amendment and
restatement of the Rights Agreement with respect to the Preferred Share
Purchase Rights, included as Exhibit 2.1 hereto. The amendment and restatement
reflects the substitution of the First National Bank of Boston for Bank of
America NT & SA as rights agent.
ITEM 2. EXHIBITS.
Exhibit
Number Description
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1.1* Specimen Right Certificate.
2.1 Rights Agreement, dated as of June 11, 1991, between
the Registrant and Bank of America NT & SA, as amended
and restated by the Rights Agreement, dated as of
September 1, 1992, between the Registrant and The First
National Bank of Boston.
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* Incorporated by reference to Exhibit 1 to the Registrant's Form
8-K Current Report, filed with the Securities and Exchange Commission on
June 13, 1991.
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 its Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized.
Date: July 13, 1995
NELLCOR INCORPORATED
By: /s/ Laureen DeBuono
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Laureen DeBuono
Executive Vice President, Human Resources,
General Counsel and Secretary
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