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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 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
CHIREX INC.
(Exact name of registrant as specified in its charter)
DELAWARE 04-3296309
(State of incorporation (IRS Employer
or organization) Identification No.)
300 Atlantic Street, Suite 402 06901
Stamford, Connecticut (Zip Code)
(address of principal
executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
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. [x]
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:
Title of each Class Name of each exchange on which
to be so registered each class is to be registered
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Rights to Purchase Series A Nasdaq National Market
Participating Cumulative
Preferred Stock
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Item 1. Description of Registrant's Securities to be Registered.
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Item 1 is hereby amended by adding the following thereto:
On July 23, 2000, in connection with the Agreement and Plan of Merger
dated as of July 24, 2000 (the "Merger Agreement") among Rhodia, a French
corporation ("Parent"), Cousin Acquisition, Inc., a Delaware corporation and
wholly-owned subsidiary of Parent ("Purchaser"), and ChiRex Inc., a Delaware
corporation (the "Company"), the Board of Directors of the Company unanimously
approved the amendment of certain terms of the Rights Agreement dated as of
March 31, 1997 between the Company and The First National Bank of Boston, as
Rights Agent (the "Rights Agreement"). The Company then executed Amendment No. 1
dated as of July 23, 2000 to the Rights Agreement (the "Rights Agreement
Amendment"). Capitalized terms used herein and not otherwise defined have the
meanings assigned to them in the Rights Agreement.
The Rights Agreement Amendment provides that, notwithstanding anything
to the contrary contained in the Rights Agreement, (i) neither Parent nor
Purchaser will at any time come within the definition of an Acquiring Person as
a result of the transactions contemplated by the Merger Agreement and (ii) prior
to the termination of the Merger Agreement, no person (including without
limitation the Company or any affiliate thereof) that becomes the beneficial
owner of more than 15% of the then-outstanding Common Shares shall come within
the definition of an Acquiring Person if the existence of an Acquiring Person
would cause any condition to the obligations of Parent or Purchaser under the
Merger Agreement or the Offer (as defined in the Merger Agreement) not to be
satisfied or cause a Fee (as defined in the Merger Agreement) to become payable
to Parent or Purchaser.
The Rights Agreement Amendment also provides that, notwithstanding
anything to the contrary contained in the Rights Agreement, (i) no Distribution
Date will occur as a result of any of the transactions contemplated by the
Merger Agreement and (ii) prior to the termination of the Merger Agreement, no
Distribution Date will occur as a result of any person (including without
limitation the Company or any affiliate thereof) becoming the beneficial owner
of more than 15% of the then-outstanding Common Shares if the occurrence of a
Distribution Date would cause any condition to the obligations of Parent or
Purchaser under the Merger Agreement or the Offer (as defined in the Merger
Agreement) not to be satisfied or cause a Fee (as defined in the Merger
Agreement) to become payable to Parent or the Purchaser.
Finally, the Rights Agreement Amendment provides that, notwithstanding
anything to the contrary contained in the Rights Agreement, upon effectiveness
of the Merger, as defined in the Merger Agreement, all Rights granted by the
Rights Agreement will become null and void, the Rights Agreement will be
terminated and all provisions of the Rights Agreement, collectively and
separately, will be without effect (including, without limitation, all sections
pertaining to Redemption Rights).
The Rights Agreement Amendment is attached hereto as Exhibit 4, which
is incorporated herein by reference. The foregoing description of the Rights
Agreement Amendment does not purport to be complete and is qualified in its
entirety by reference to that Exhibit.
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Item 2. Exhibits.
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Item 2 is hereby amended by adding the following thereto:
4. Amendment No. 1 dated as of July 23, 2000 to the Rights Agreement between
ChiRex Inc. and The First National Bank of Boston, as the Rights Agent.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this amendment to the
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized.
Dated: July 25, 2000
CHIREX INC.
By: /s/ Thomas I.H. Dubin
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Name: Thomas I.H. Dubin
Title: Vice President,
General Counsel and
Secretary
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INDEX OF EXHIBITS
Exhibit
Number Description
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4. Amendment No. 1 dated as of July 23, 2000 to the Rights
Agreement between ChiRex Inc. and The First National Bank of
Boston, as the Rights Agent.
