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As filed with the Securities and Exchange Commission on January 28, 1998
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
(Amendment No. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12 (b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
HEARTSTREAM, INC.
(Exact name of registrant as specified in its charter)
Delaware 91-1577477
(State of incorporation or organization) (IRS Employer Identification No.)
2401 Fourth Avenue, Suite 300, Seattle, WA 98121
(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
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<S> <C>
If this form relates to the registration of a If this form relates to the registration
class of securities pursuant to Section 12(b) of a class of securities pursuant to
of the Exchange Act and is effective pursuant Section 12(g) of the Exchange Act and is
to General Instruction A.(c), check the effective pursuant to General
following box. [_] Instruction A.(d), check the following box. [X]
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Securities Act registration statement file number to which this form relates:
(if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Share Purchase Rights
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(Title of Class)
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Item 1. Description of Securities to be Registered
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On December 10, 1996, Heartstream, Inc. (the "Company") filed a
Registration Statement on Form 8-A with the Securities and Exchange Commission
(the "Commission") in order to register preferred share purchase rights issuable
in accordance with the terms of the Preferred Shares Rights Agreement (the
"Rights Agreement") between the Company and ChaseMellon Shareholder Services,
L.L.C., as Rights Agent (the "Rights Agent").
On December 29, 1997, the Company and the Rights Agent entered into the
First Amendment to Rights Agreement (the "Amendment"), which amends the Rights
Agreement as originally executed. The Rights Agreement, as amended by the
Amendment, is referred to herein as the "Amended Rights Agreement." The Amended
Rights Agreement is substantially the same as the Rights Agreement as originally
executed, with the following principal exceptions:
ACQUIRING PERSON
The Amended Rights Agreement provides that none of Hewlett-Packard Company
("Parent"), Whistler Acquisition Corporation ("Sub"), or any of their respective
subsidiaries, Affiliates or Associates is an Acquiring Person pursuant to the
Amended Rights Agreement solely by virtue of the approval, execution or delivery
of the Agreement and Plan of Merger dated as of December 29, 1997 among Parent,
Sub and the Company (the "Merger Agreement"), or the announcement or
consummation of the Merger (as defined in the Merger Agreement).
DISTRIBUTION DATE
The Amended Rights Agreement provides that a Distribution Date shall not
occur solely by reason of the approval, execution or delivery of the Merger
Agreement or the announcement or consummation of the Merger.
SHARES ACQUISITION DATE
The Amended Rights Agreement provides that a Shares Acquisition Date shall
not occur solely by reason of the approval, execution or delivery of the Merger
Agreement or the announcement or consummation of the Merger.
EXPIRATION DATE
The Amended Rights Agreement provides that an Expiration Date is the
earlier of (i) immediately prior to the Effective Time of the Merger (as defined
in the Merger Agreement), (ii) the Close of Business on the Final Expiration
Date, (iii) the Redemption Date, (iv) consummation of any transaction
contemplated by Section 13(f) of the Amended Rights Agreement, or (v) the time
at which the Board of Directors orders the exchange of the Rights as provided in
Section 24 of the Amended Rights Agreement.
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FINAL EXPIRATION DATE
The Amended Rights Agreement provides that the Final Expiration Date is the
earlier of (i) immediately prior to the Effective Time of the Merger (as defined
in the Merger Agreement) or (ii) the Close of Business on December 6, 2006.
Item 2. Exhibits
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The following exhibits are filed as a part of this Registration
Statement:
(1) First Amendment to Rights Agreement, dated as of December 29,
1997 between Heartstream, Inc. and ChaseMellon Shareholder
Services, L.L.C.
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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.
Date: January 27, 1998 HEARTSTREAM, INC.
By: /s/ Alan Levy
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Alan Levy
President and Chief Executive Officer
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INDEX TO EXHIBITS
Exhibit No. Description
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(1) First Amendment to Rights Agreement, dated as of December 29,
1997 between Heartstream, Inc. and ChaseMellon Shareholder
Services, L.L.C.
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Exhibit (1)
FIRST AMENDMENT TO RIGHTS AGREEMENT
This Amendment dated December 29, 1997 ("Amendment") to the Preferred
Shares Rights Agreement ("Agreement"), dated as of December 6, 1996, is between
Heartstream, Inc., a Delaware corporation (the "Company"), and ChaseMellon
Shareholder Services, L.L.C. (the "Rights Agent").
Pursuant to Section 27 of the Agreement, this Amendment is being executed
by the Company and the Rights Agent for the purpose of amending the Agreement as
set forth below:
The Agreement is hereby amended as follows:
1. Section 1(a) shall be amended by inserting the following at the end of
Section 1(a):
"Notwithstanding the foregoing or any provision to the contrary in
this Agreement, none of Hewlett-Packard Company ("Parent"), Whistler
Acquisition Corporation ("Sub"), or any of their respective
subsidiaries, Affiliates or Associates is an Acquiring Person pursuant
to this Agreement solely by virtue of the approval, execution or
delivery of the Agreement and Plan of Merger dated as of December 29,
1997 among Parent, Sub and the Company (the "Merger Agreement"), or
the announcement or consummation of the Merger (as defined in the
Merger Agreement)."
2. Section 1(m) shall be amended by inserting the following at the end of
Section 1(m).
"Notwithstanding the foregoing or any provision to the contrary in
this Agreement, a Distribution Date shall not occur solely by reason
of the approval, execution or delivery of the Merger Agreement or the
announcement or consummation of the Merger."
3. Section 1(s) shall be amended and restated in its entirety to read as
follows:
"(s) "FINAL EXPIRATION DATE" shall mean the earlier of (i)
immediately prior to the Effective Time (as defined in the Merger
Agreement) or (ii) the Close of Business on December 6, 2006."
4. Section 1(r) shall be amended and restated in its entirety to read as
follows:
"(r) "EXPIRATION DATE" shall mean the earlier of: (i)
immediately prior to the Effective Time (as defined in the Merger
Agreement), (ii) the Close of Business on the Final Expiration Date,
(iii) the Redemption Date, (iv) consummation of any transaction
contemplated by Section 13(f) hereof, or (v) the time at which the
Board of Directors orders the exchange of the Rights as provided in
Section 24 hereof."
5. Section 1(jj) shall be amended by inserting the following at the end
of Section 1(jj).
"Notwithstanding the foregoing or any provision to the contrary in
this Agreement, a Shares Acquisition Date shall not occur solely by
reason of the approval, execution or delivery of the Merger Agreement
or the announcement or consummation of the Merger."
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6. This Amendment shall be deemed to be entered into under the laws of
the State of Delaware and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable to
contracts to be made and performed entirely within such State.
7. This Amendment may be executed in any number of counterparts and each
of such counterparts shall for all purposes be deemed to be an
original, and all such counterparts shall together constitute but one
and the same instrument.
8. As amended hereby, the Agreement shall remain in full force and
effect.
HEARTSTREAM, INC.
By: /s/ Alan Levy
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Alan Levy
Chief Executive Officer
Attest: /s/ James R. Shay
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James R. Shay
Secretary
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
AS RIGHTS AGENT
By: /s/ Dennis Treibel
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Signature of Authorized Signatory
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