1 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 Puritan-Bennett Corporation - ----------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 44-0399150 - ----------------------------- ------------------------------------ (State of incorporation or (I.R.S. Employer Identification No.) organization) 9401 Indian Creek Parkway, Overland Park, KS 66225-5905 - ----------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: Name of each exchange Title of each class on which class is to be so registered to be registered - ------------------- --------------------- None None Securities to be registered pursuant to Section 12(g) of the Act: Common Stock Purchase Rights - ----------------------------------------------------------------------------- (Title of Class) 2 2 Item 1. Description of Registrant's Securities to be Registered. ------------------------------------------------------- On May 2, 1989, the Board of Directors of Puritan-Bennett Corporation (the "Company") declared a dividend distribution of one Right for each outstanding share of common stock, $1.00 par value (the "Common Stock"), of the Company to stockholders of record at the close of business on May 17, 1989 (the "Record Date"). Except as set forth below, each Right, when exercisable, entitles the registered holder to purchase from the Company one-half of a share of Common Stock, at a per share price of $90.00 (the "Purchase Price"), subject to adjustment. (Since each Right represents the right when exercisable to purchase one-half share, the exercise of each Right requires payment of $45.00, subject to adjustment.) Pursuant to an Amendment Agreement, dated October 27, 1994 (the "Amendment"), between the Company and UMB Bank, N.A. (previously known as United Missouri Bank of Kansas City, N.A.), as Rights Agent (the "Rights Agent"), the Rights Agreement dated as of May 2, 1989 between the Company and the Rights Agent (as amended, the "Rights Agreement") has been amended. The description and terms of the Rights are set forth in the Rights Agreement. The Rights are currently attached to all outstanding shares of Common Stock, and no separate Rights Certificates have been distributed. Until the earlier to occur of (i) a public announcement that, without the prior consent of the Company, a person or group of affiliated or associated persons (an "Acquiring Person") has acquired, or obtained the right to acquire, beneficial ownership of securities having 20% or more of the voting power of all outstanding voting securities of the Company, or (ii) the close of business on such day, as may, from time to time, be designated by the Board of Directors (acting in its sole discretion), that is after the tenth business day after the commencement of (or a public announcement of an intention to make) a tender offer or exchange offer which would result in any person or group of related persons becoming an Acquiring Person, without the prior consent of the Company (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate together with the Summary of Rights to purchase Common Stock attached to the Rights Agreement as Exhibit B (the "Summary of Rights"). The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with Common Stock certificates. From as soon as practicable after the Record Date and until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued upon transfer or new issuance of the Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender or transfer of any certificates for Common Stock (with or without the Summary of Rights attached) will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Rights Certificates") will be mailed to 3 3 holders of record of the Common Stock as of the close of business on the Distribution Date, and the separate Rights Certificates alone will evidence the Rights. The Rights are not exercisable until after the Distribution Date. The Rights will expire on the earliest of (i) May 1, 1999, (ii) upon consummation of a merger transaction with a person or group who acquired Common Stock pursuant to a Permitted Offer (as defined below), and is offering in the merger the same price per share and form of consideration paid in the Permitted Offer, or (iii) upon redemption by the Company as described below. The Purchase Price, and the number of shares of Common Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of the Common Stock, (ii) upon the grant to holders of the Common Stock of certain rights or warrants to subscribe for Common Stock, certain convertible securities or securities having the same or more favorable rights, privileges and preferences as the Common Stock at less than the current market price of the Common Stock, or (iii) upon the distribution to holders of the Common Stock of evidences of indebtedness or assets (excluding regular quarterly cash dividends out of earnings or retained earnings) or of subscription rights or warrants (other than those referred to above). In the event that, after the first date of public announcement that an Acquiring Person has become such, the Company is involved in a merger or other business combination transaction in which the Common Stock is exchanged or changed, or 50% or more of the Company's assets or earning power are sold (in one or more transactions), proper provision shall be made so that each holder of a Right shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price multiplied by the then current number of shares of Common Stock for which a Right is then exercisable (the product being referred to as the "Right Exercise Price"), that number of shares of common stock of the acquiring company (or, in the event there is more than one acquiring company, the acquiring company receiving the greatest portion of the assets or earning power transferred), which at the time of such transaction would have a market value of two times the Right Exercise Price (such right being referred to as the "Merger Right"). In the event that a person becomes the beneficial owner of securities having 20% or more of the voting power of all then outstanding Common Stock (unless pursuant to a tender offer or exchange offer for all outstanding shares of Common Stock at a price and on terms determined by at least a majority of the Company's Directors who are neither Acquiring Persons nor affiliates or associates of any Acquiring Person nor officers of the Company to be both adequate and otherwise in the best interests of the Company and its stockholders (a "Permitted Offer")), proper provision shall be made so that each holder of a Right will for a 60-day period thereafter have the right to receive upon exercise of the Right, 4 4 and payment of the Right Exercise Price, that number of shares of Common Stock having a market value of two times the Right Exercise Price, subject to the availability of a sufficient number of authorized but unissued shares (such right being referred to as the "Subscription Right"). The holder of a Right will continue to have the Merger Right whether or not such holder exercises the Subscription Right. Upon the occurrence of any of the events giving rise to the exercisability of the Subscription Right or the Merger Right, any Rights that are or were at any time owned by an Acquiring Person on or after the time the Acquiring Person became such shall become void insofar as they relate to the Subscription Right or the Merger Right. With certain exceptions, no adjustments in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractions of shares will be issued and, in lieu thereof, an adjustment in cash will be made based on the then current market price of the Common Stock, as determined under the terms of the Rights Agreement. At any time prior to the earlier to occur of (i) a person becoming an Acquiring Person, or (ii) the expiration of the Rights, the Company may redeem the Rights in whole, but not in part, at a price of $.01 per Right (the "Redemption Price"), which redemption shall be effective upon the action of the Board of Directors. Additionally, the Company may thereafter redeem the then outstanding Rights in whole, but not in part, at the Redemption Price, provided that such redemption is incidental to a merger or other business combination transaction or series of transactions involving the Company, but not involving an Acquiring Person or any person who was an Acquiring Person or following an event giving rise to, and the expiration of the exercise period for, the Subscription Right if and for as long as an Acquiring Person beneficially owns securities representing less than 20% of the Common Stock. The redemption of Rights described in the preceding sentence shall be effective only as of such time when the Subscription Right is not exercisable, and in any event, only after 10 business days' prior notice. Upon the effective date of the redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. As long as the Rights are attached to the Common Stock, the Company will issue one Right with each new share of Common Stock and each share of Common Stock issued from the Company's treasury so that all such shares will also have attached rights. There have been reserved for issuance 6,500,000 shares of Common Stock of the Company issuable upon exercise of the Rights. 5 5 The Rights may have the effect of impeding a change in control of the Company without the prior consent of the Company's Board of Directors. The Rights will cause substantial dilution to a person or group that attempts to acquire the Company without conditioning the offer on redemption of the Rights by the Board of Directors of the Company or on the acquisition by such person of a substantial number of rights. The Rights should not interfere with any merger, consolidation or other business combination approved by the Board of Directors since the Rights may be redeemed by the Board as described above. A copy of the Rights Agreement as entered into by the Company and the Rights Agent, specifying the terms of the Rights, which includes as Exhibit A the Form of Rights Certificate, and as Exhibit B the Summary of Rights has been filed as an exhibit hereto and is incorporated herein by reference. A copy of the Amendment is attached hereto as Exhibit 2 and is incorporated herein by reference. The foregoing description of the Rights does not purport to be complete and is qualified in its entirety by reference to such exhibits. Item 2. Exhibits. The following exhibits are included herewith: Exhibit Description - ------- ----------- 1 Conformed copy of Rights Agreement dated as of May 2, 1989, between Puritan-Bennett Corporation and United Missouri Bank of Kansas City, N.A. (now known as UMB Bank, N.A.), which includes as Exhibit A the Form of Rights Certificate, and as Exhibit B the Summary of Rights to Purchase Common Stock (previously filed). 2 Amendment Agreement, dated as of October 27, 1994, between Puritan-Bennett Corporation and UMB Bank, N.A. (previously known as United Missouri Bank of Kansas City, N.A.). 6 6 SIGNATURE --------- Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. PURITAN-BENNETT CORPORATION Date: October 28, 1994 By: /s/ Burton A. Dole, Jr. ---------------------------- Name: Burton A. Dole, Jr. Title: President 7 Exhibit Index ------------- Sequentially Exhibit No. Description Numbered Page - ----------- ----------- ------------- 1 Conformed copy of Rights Agreement dated as of May 2, 1989, between Puritan-Bennett Corporation and United Missouri Bank of Kansas City, N.A. (now known as UMB Bank, N.A.), which includes as Exhibit A the Form of Rights Certificate, and as Exhibit B the Summary of Rights to Purchase Common Stock (previously filed). 2. Amendment Agreement, dated as of October 27, 1994, between Puritan-Bennett Corporation and UMB Bank, N.A. (previously known as United Missouri Bank of Kansas City, N.A.)