FORM 8-A/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
OFFICEMAX, INC.
(Exact name of registrant as specified in its charter)
OHIO 34-1573735
(State of incorporation or (IRS Employer Identification No.)
organization)
3605 WARRENSVILLE CENTER ROAD
SHAKER HEIGHTS, OHIO 44122
(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
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None None
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form
relates: N/A
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
Item 1. Description of Securities to be Registered.
Item 1 of the Form 8-A is hereby amended by adding the following at the
end thereof:
On July 13, 2003, OfficeMax, Inc. ("OfficeMax") executed a First
Amendment (the "Amendment") to the Right Agreement dated as of March 17, 2000
(the "Rights Agreement") between OfficeMax and EquiServe, Trust Company, N.A.
(formerly known as First Chicago Trust Company of New York), as rights agent
(the "Rights Agent"). The Amendment was entered into to (i) render the Rights
(as defined in the Rights Agreement) inapplicable to the merger (the "Merger")
contemplated by the Agreement and Plan of Merger dated as of July 13, 2003,
among Boise Cascade Corporation ("Boise Cascade"), Challis Corporation, a
wholly owned subidiary of Boise Cascade ("Sub") and OfficeMax (the "Merger
Agreement") and (ii) ensure that (x) neither Boise Cascade nor any of its
Affiliates or Associates is an Acquiring Person (each as defined in the Rights
Agreement), (y) neither a Distribution Date nor a Business Combination (each
as defined in the Rights Agreement) shall occur by reason of the approval,
execution or delivery of the Merger Agreeement or the Merger and (z) the
Rights shall expire immediately prior to the Effective Time of the Merger (as
defined in the Merger Agreement).
The Amendment to the Rights Agreement is attached hereto as Exhibit 4,
and is incorporated herein by reference. The foregoing description of the
Amendment does not purport to be complete and is qualified in its entirety by
reference to that Exhibit.
Item 2. Exhibits.
Item 2 of the Form 8-A is hereby amended by adding the following at the
end thereof:
4. First Amendment, dated as of July 13, 2003, to the Rights Agreement,
dated as of March 17, 2000, between OfficeMax, Inc. and EquiServe, Trust
Company, N.A. (formerly known as First Chicago Trust Company of New York), a
New York trust company, as rights agent.
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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.
OfficeMax, Inc.
Date: July 16, 2003
By: /s/ Ross H. Pollock
--------------------------------
Name: Ross H. Pollock
Title: Secretary
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INDEX OF EXHIBITS
The following exhibit is filed herewith:
Exhibit No. Title
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4. First Amendment, dated as of July 13, 2003, to the Rights
Agreement, dated as of March 17, 2000, between OfficeMax,
Inc. and EquiServe, Trust Company, N.A. (formerly known as
First Chicago Trust Company of New York), a New York trust
company, as rights agent.
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