SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BEMIS COMPANY, INC.
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(Exact name of registrant as specified in its charter)
MISSOURI 43-0178130
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(State of incorporation or organization) (I.R.S. Employer Identification No.
222 SOUTH NINTH STREET, SUITE 2300, MINNEAPOLIS, MINNESOTA 55402
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(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective and is
effective pursuant to General Instruction A.(c), check the following box. [X]
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), please check the following box. [ ]
Securities Act registration statement file number to which this form
relates: N/A (if applicable).
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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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PREFERRED SHARE PURCHASE RIGHTS NEW YORK STOCK EXCHANGE
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
On July 29, 1999, the Board of Directors of Bemis Company, Inc.
(the "Company"), declared a dividend of one preferred share purchase right (a
"Right") for each outstanding share of common stock, $.10 par value (the "Common
Shares"), of the Company. The dividend is payable on August 23, 1999 (the
"Record Date") to shareholders of record at the close of business on that date.
Each Right entitles the registered holder to purchase from the
Company one two-hundredth of a share of Series A Junior Preferred Stock, $1 par
value (the "Preferred Shares"), of the Company at a price of $120 per one
two-hundredth of a Preferred Share (the "Purchase Price"), subject to
adjustment. The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement"), dated as of July 29, 1999, between the
Company and Norwest Bank Minnesota, National Association, as Rights Agent (the
"Rights Agent").
Initially, the Rights will attach to all certificates representing
Common Shares then outstanding and no separate Right Certificates will be
distributed. The Rights will separate from the Common Shares and a Distribution
Date for the Rights will occur upon the earlier of:
(i) the close of business on the fifteenth day following a
public announcement that a person or group of affiliated or associated
persons has become an "Acquiring Person" (i.e., has, subject to certain
exceptions, become the beneficial owner of 15% or more of the outstanding
Common Shares), or
(ii) the close of business on the fifteenth day following the
commencement or public announcement of a tender offer or exchange offer
the consummation of which would result in a person or group of affiliated
or associated persons becoming the beneficial owner of 15% or more of the
outstanding Common Shares (or such later date as may be determined by the
Board of Directors of the Company prior to a person or group of
affiliated or associated persons becoming an Acquiring Person).
Until the Distribution Date,
(i) the Rights will be evidenced by the Common Share
certificates and will be transferred with and only with the Common
Shares,
(ii) new Common Share certificates issued after the Record Date
upon transfer or new issuance of the Common Shares will contain a
notation incorporating the Rights Agreement by reference, and
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(iii) the surrender for transfer of any Common Share certificate,
even without such notation or a copy of this Summary of Rights attached
to it, will also constitute the transfer of the Rights associated with
the Common Shares represented by such certificate.
As promptly 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 business on
the Distribution Date and such separate Right Certificates alone will evidence
the Rights.
The Rights are not exercisable until the Distribution Date. The
Rights will expire at the close of business on August 23, 2009, unless extended
or earlier redeemed or exchanged by the Company as described below.
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, options or warrants to subscribe for or purchase
Preferred Shares or convertible securities at 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 or dividends payable in Preferred Shares) or of subscription
rights or warrants (other than those described in clause (ii) above).
The number of Preferred Shares issuable upon the exercise of a
Right is also subject to adjustment in the event of a dividend on Common Shares
payable in Common Shares, or a subdivision, combination or consolidation of the
Common Shares.
With certain exceptions, no adjustment in the Purchase Price will
be required until cumulative adjustments require an adjustment of at least 1% in
the Purchase Price. No fractional Preferred Shares will be issued (other than
fractional shares which are integral multiples of one two-hundredth (subject to
adjustment) of a Preferred Share, which may, at the election of the Company, be
evidenced by depositary receipts) if in lieu of such issuance, a payment in cash
is made based on the closing price (pro-rated for the fraction) of the Preferred
Shares on the last trading date prior to the date of exercise.
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 that are or were beneficially owned by the
Acquiring Person
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(which will thereafter be void), will have the right to receive upon exercise
of the Right at the then current exercise price of the Right that number of
Common Shares having a market value of two times the exercise price of the
Right, subject to certain possible adjustments.
In the event that, on or after the Distribution Date or within 15
days prior thereto, the Company is acquired in certain mergers or other business
combination transactions or 50% or more of the assets or earning power of the
Company and its subsidiaries (taken as a whole) are sold on or after the
Distribution Date or within 15 days prior to the Distribution Date in one or a
series of related transactions, each holder of a Right (other than Rights which
have become void under the terms of the Rights Agreement) will have the right to
receive, upon exercise of the Right at the then current exercise price of the
Right, that number of Common Shares of the acquiring company (or, in certain
cases, one of its affiliates) having a market value of two times the exercise
price of the Right.
In certain events specified in the Rights Agreement, the Company
is permitted temporarily to suspend the exercisability of the Rights.
At any time after a person or group of affiliated or associated
persons becomes an Acquiring Person and prior to the acquisition by a person or
group of affiliated or associated persons of 50% or more of the outstanding
Common Shares, the Board of Directors of the Company may exchange the Rights
(other than Rights which have become void under the terms of the Rights
Agreement), in whole or in part, for Common Shares or equivalent securities at
an exchange ratio per Right equal to the result obtained by dividing the
exercise price of a Right by the current per share market price of the Common
Shares, subject to adjustment.
At any time prior to the time that a person or group of affiliated
or associated persons has become an Acquiring Person, the Board of Directors of
the Company may redeem the Rights in whole, but not in part, at a price of $.001
per Right, subject to adjustment (the "Redemption Price"), payable in cash. The
redemption of the Rights may be made effective at such time, on such basis and
with such conditions as the Board of Directors in its sole discretion may
establish. The Board of Directors and the Company shall not have any liability
to any person as a result of the redemption or exchange of the Rights pursuant
to the provisions of the Rights Agreement.
The terms of the Rights may be amended by the Board of Directors
of the Company, subject to certain limitations after the Distribution Date,
without the consent of the holders of the Rights, including an amendment prior
to the date a person or group of affiliated or associated persons becomes an
Acquiring Person to lower the threshold for exercisability of the Rights from
15% to not less than the greater of (i) the sum of .001% and the largest
percentage of the outstanding Common Shares then known by the Company
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to be beneficially owned by any person or group of affiliated or associated
persons, or (ii) 10% (subject to certain exceptions).
Until a Right is exercised, the holder of the Right, as such, will
have no rights as a shareholder of the Company, including, without limitation,
the right to vote or to receive dividends.
A copy of the Rights Agreement (including all exhibits thereto) is
attached to this Registration Statement as Exhibit 1 and is incorporated by
reference herein. This summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights Agreement.
Item 2. EXHIBITS.
1. Rights Agreement, dated as of July 29, 1999 between Bemis Company,
Inc. and Norwest Bank Minnesota, National Association, as Rights
Agent.
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, thereunto duly authorized.
MINNTECH CORPORATION
Date: August 3, 1999 By: /s/ Scott W. Johnson
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Its: Senior Vice President, General Counsel
and Secretary
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