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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
AMENDMENT NO.2 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 PURITAN BENNETT INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 94-2789249
(State of incorporation or organization) (I.R.S. employer identification number)
4280 Hacienda Drive
Pleasanton, California 94588
(Address of principal executive offices) (Zip code)
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(b) of the Act:
None Not Applicable
(Title of each class (Name of each exchange on which
to be so registered) each class is to be registered)
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.
On June 11 1991, the Board of Directors of Nellcor Puritan Bennett
Incorporated (formerly Nellcor Incorporated) (the "Company") declared a dividend
of one preferred share purchase right (a "Right") for each outstanding share of
common stock, par value $.001 per share (the "Common Shares"), of the Company
pursuant to the terms of a Rights Agreement dated June 11, 1991. The dividend
was paid on June 26, 1991 (the "Record Date") to the stockholders of record on
that date. Rights have also been issued with respect to each Common Share issued
or delivered after the Record Date. The Rights Agreement was first amended as of
September 1, 1992 with The First National Bank of Boston becoming the Rights
Agent (the "Rights Agent") and the Rights Agreement as so amended is referred to
as the "Original Rights Agreement." On March 8, 1996, the Company and the Rights
Agent entered into the Amended and Restated Rights Agreement (the "Amended
Rights Agreement"). The following is a summary description of the terms of the
Amended Rights Agreement.
Each Right entitles the registered holder to purchase from the Company
one one-hundredth of a share of Series A Junior Participating Preferred Stock,
par value $.001 per share (the "Preferred Shares"), of the Company at a price of
$320 per one one-hundredth of a Preferred Share (the "Purchase Price"), subject
to adjustment. Initially, the Rights are evidenced by the stock certificates
representing the Common Shares, and no separate Rights certificates have been or
will be distributed until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") have acquired beneficial ownership of 15% or more of the
outstanding Common Shares or (ii) 10 business days (or such later date as may be
determined by action of the Board of Directors prior to such time as any person
or group of affiliated persons becomes an Acquiring Person) following the
commencement of, or announcement of an intention to make, a tender offer or
exchange offer the consummation of which would result in the beneficial
ownership by a person or group of 15% or more of the outstanding Common Shares
(the earlier of such dates being called the "Distribution Date").
The Amended Rights Agreement provides that, until the Distribution Date
(or earlier redemption, exchange or expiration of the Rights), the Rights will
be transferred with and only with the Common Shares. Until the Distribution Date
(or earlier redemption, exchange or expiration of the Rights), new Common Share
certificates issued after the Record Date upon transfer or new issuance of
Common Shares have contained and will contain a notation incorporating the
current version of the Rights Agreement by reference. Until the Distribution
Date (or earlier redemption, exchange or expiration of the Rights) the surrender
for transfer of any certificates for Common Shares outstanding as of the Record
Date, even without such notation or a copy of this or other Summary of Rights
being attached thereto, will also constitute the transfer of the Rights
associated with the Common Shares represented by such certificate. As soon as
practicable following the Distribution Date, separate certificates evidencing
the Rights ("Right Certificates") will be mailed to holders of record of the
Common Shares as of the close of
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business on the Distribution Date, and such separate Right Certificates alone
will evidence the Rights.
Pursuant to the Amended Rights Agreement, the Rights will expire on
March 8, 2006 (the "Final Expiration Date"), unless the Final Expiration Date is
extended or unless the Rights are earlier redeemed or exchanged by the Company,
in each case, as described below.
The Rights are not exercisable until the Distribution Date and
thereafter are exercisable for a period of 60 days; provided, that the Rights
are not exercisable if a person becomes an Acquiring Person pursuant to a tender
or exchange offer for all outstanding Common Shares at a price and on terms
determined by the Board of Directors (including a majority of the incumbent
Board) to be fair to the stockholders of the Company after taking into account
all factors deemed relevant and otherwise in the best interest of the Company
and its stockholders. In addition, the Rights are not exercisable until the
Company's right of redemption (as described below) has expired.
The Purchase Price payable, and the number of Preferred Shares 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 Preferred
Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights
or warrants to subscribe for or purchase Preferred Shares at a price, or
securities convertible into Preferred Shares with a conversion price, less than
the then-current market price of the Preferred Shares or (iii) upon the
distribution to holders of the Preferred Shares of evidences of indebtedness or
assets (excluding regular periodic cash dividends paid out of earnings or
retained earnings or dividends payable in Preferred Shares) or of subscription
rights or warrants (other than those referred to above).
The number of outstanding Rights and the number of one one-hundredths
of a Preferred Share issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.
Preferred Shares purchasable upon exercise of the Rights will not be
redeemable. Each Preferred Share will be entitled to a minimum preferential
quarterly dividend payment of $1.00 per share but will be entitled to an
aggregate dividend of 100 times the dividend declared per Common Share. In the
event of liquidation, the holders of the Preferred Shares will be entitled to a
minimum preferential liquidation payment of $100 per share but will be entitled
to an aggregate payment of 100 times the payment made per Common Share. Each
Preferred Share will have 100 votes, voting together with the Common Shares.
Finally, in the event of any merger, consolidation or other transaction in which
Common Shares are exchanged, each Preferred Share will be entitled to receive
100 times the amount received per Common Share. These rights are protected by
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customary anti-dilution provisions. Because of the nature of the Preferred
Shares' dividend, liquidation and voting rights, the value of the one
one-hundredth interest in a Preferred Share purchasable upon exercise of each
Right should approximate the value of one Common Share. The Preferred Shares
rank junior to all other series of the Company's preferred stock.
In the event that the Company is acquired in a merger or other business
combination transaction or 50% or more of its consolidated assets or earning
power is sold, proper provision will be made so that each holder of a Right will
thereafter have the right to receive, upon the exercise thereof at the then
current exercise price of the Right, that number of shares of common stock of
the acquiring company which at the time of such transaction will have a market
value of two times the exercise price of the Right. In the event that any person
or group of affiliated or associated persons becomes an Acquiring Person, proper
provision shall be made so that each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will thereafter be void), will
thereafter have the right to receive upon exercise that number of Common Shares
having a market value of two times the exercise price of the Right (or, if such
number of Common Shares is not authorized, the Company may issue cash, debt,
stock or a combination thereof in exchange for the Rights).
At any time after any Person becomes an Acquiring Person and prior to
the acquisition by such person or group of 50% or more of the outstanding Common
Shares, the Board of Directors of the Company may exchange the Rights (other
than Rights owned by such person or group which will have become void), in whole
or in part, at an exchange ratio of one Common Share, or one one-hundredth of a
Preferred Share (or of a share of a class or series of the Company's preferred
stock having equivalent rights, preferences and privileges or the Company may
issue cash, debt or other property or any combination thereof), per Right
(subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Preferred Shares will be issued (other than
fractions which are integral multiples of one one-hundredth of a Preferred
Share, which may, at the election of the Company, be evidenced by depositary
receipts) and in lieu thereof, an adjustment in cash will be made based on the
market price of the Preferred Shares on the last trading day prior to the date
of exercise.
At any time until ten days following the date on which a person becomes
an Acquiring Person, the Board of Directors of the Company may redeem the Rights
in whole, but not in part, at a price of $0.01 per Right. Under certain
circumstances, the decision to redeem shall require the concurrence of a
majority of the Incumbent Board. The redemption of the Rights may be made
effective at such time and upon such conditions as the Board of Directors in its
sole discretion may establish. Immediately upon any 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.
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The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights, including an amendment
to lower the 15% beneficial ownership threshold described above with respect to
an Acquiring Person to any percentage which is (i) greater than the largest
percentage of the outstanding Common Shares then known to the Company to be
beneficially owned by any person or group of affiliated or associated persons
(other than the Company, any Subsidiary of the Company, employee benefit plans
of the Company or any Subsidiary, or any entity holding Common Shares pursuant
to the terms of any such plan) and (ii) not less than 10%, except that from and
after such time as any person or group of affiliated or associated persons
becomes an Acquiring Person, no amendment may adversely affect the interests of
the holders of the Rights (other than an Acquiring Person). After a Person
becomes an Acquiring Person and under certain other circumstances, amendments to
the Amended Rights Agreement require the concurrence of a majority of the
Incumbent Board.
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.
ITEM 2. EXHIBITS.
Number Description
1.1 Specimen Right Certificate
2.1 Amended and Restated Rights Agreement, dated as of March 8,
1996, between the Registrant and The First National Bank of
Boston, as Rights Agent
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Resistrant has duly caused this Amendment No. 2 to its
Registration Statement to be signed on its behalf by the undersigned, thereto
duly authorized.
Date: March 13, 1996 NELLCOR PURITAN BENNETT
INCORPORATED
By /s/ Laureen DeBuono
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Laureen DeBuono
Executive Vice President, Human Resources,
General Counsel and Secretary
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INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
No. Description Page Number
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1.1 Specimen Right Certificate
2.1 Amended and Restated Rights Agreement,
dated as of March 8, 1996, between the
Registrant and the First National Bank
of Boston, as Rights Agent