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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
SIMULATION SCIENCES INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-2487793
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(STATE OF INCORPORATION (I.R.S. EMPLOYER
OR ORGANIZATION) IDENTIFICATION NO.)
601 VALENCIA AVENUE, SUITE 100
BREA, CA 92823
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
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:
<TABLE>
<CAPTION>
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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<S> <C>
NONE NONE
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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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(TITLE OF CLASS)
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ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
On August 14, 1997, Simulation Sciences Inc. (the "Registrant")
filed a Registration Statement on Form 8-A (the "Registration Statement") 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"), dated as of August
13, 1997, between the Registrant and Harris Trust Company of California, as
rights agent ("Harris Trust").
On April 17, 1998, the Registrant and Harris Trust entered into
the First Amendment to Preferred Shares Rights Agreement (the "Amendment"),
which amends the Rights Agreement as originally executed. A copy of the
Amendment is attached hereto as Exhibit 1 and is incorporated herein by
reference. 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 Siebe plc
("Parent"), its subsidiaries, Affiliates or Associates, including S Acquisition
Corp. and S Sub Corp., is an Acquiring Person pursuant to the Amended Rights
Agreement solely by virtue of the execution of the Agreement and Plan of Merger
dated April 15, 1998 among Parent, S Acquisition Corp. (the "Purchaser"), S Sub
Corp. and the Registrant (the "Merger Agreement"), or the Stock Option Agreement
between the Registrant and Parent (the "Option Agreement"), the commencement and
consummation of the Offer (as defined in the Merger Agreement), the acquisition
of the Shares (as defined in the Merger Agreement) by the Purchaser pursuant to
the Offer, the consummation of the Merger (as defined in the Merger Agreement),
the acquisition of shares of the Registrant's Common Stock by Parent pursuant to
the Option Agreement, or any other transaction contemplated by the Merger
Agreement or the Option Agreement.
DISTRIBUTION DATE
The Amended Rights Agreement provides that a Distribution Date
shall not occur solely by reason of the execution of the Merger Agreement or the
Option Agreement, the commencement and consummation of the Offer, the
acquisition of the Shares by the Purchaser pursuant to the Offer, the
acquisition of shares of the Registrant's Common Stock by Parent pursuant to the
Option Agreement or the consummation of the Merger or any other transaction
contemplated by the Merger Agreement or the Option Agreement.
SHARES ACQUISITION DATE
The Amended Rights Agreement provides that a Shares Acquisition
Date shall not occur solely by reason of the execution of the Merger Agreement
or the Option Agreement, the commencement and consummation of the Offer, the
acquisition of the Shares by the Purchaser pursuant
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to the Offer, the acquisition of the Registrant's Common Stock by Parent
pursuant to the Option Agreement or the consummation of the Merger or any other
transaction contemplated by the Merger Agreement or the Option Agreement.
TRIGGERING EVENT
The Amended Rights Agreement provides that a Triggering Event
shall not occur solely by reason of the execution of the Merger Agreement or the
Option Agreement, the commencement and consummation of the Offer, the
acquisition of the Shares by the Purchaser pursuant to the Offer, the
acquisition of the Registrant's Common Stock by Parent pursuant to the Option
Agreement or the consummation of the Merger or any other transaction
contemplated by the Merger Agreement or the Option Agreement.
In all other material respects, the disclosure concerning the
Rights and Rights Agreement as set forth in the Registration Statement is
unchanged.
The summary of the Amended Rights Agreement contained herein or
in the Registration Statement as originally filed is qualified in its entirety
by reference to the Amended Rights Agreement.
ITEM 2. EXHIBITS
1. First Amendment dated April 17, 1998 to Preferred Shares
Rights Agreement, dated as of August 13, 1997, between
Simulation Sciences Inc. and Harris Trust Company of
California, as rights agent.
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Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934 the Registrant has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.
Date: April 20, 1998 SIMULATION SCIENCES INC.
By: /s/ Charles R. Harris
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Title: Chief Executive Officer
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NO. EXHIBIT
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<S> <C>
1 First Amendment dated April 17, 1998 to Preferred
Shares Rights Agreement, dated as of August 13, 1997,
between Simulation Sciences Inc. and Harris Trust
Company of California, as rights agent.
</TABLE>
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EXHIBIT 1
FIRST AMENDMENT TO RIGHTS AGREEMENT
Amendment dated April 17, 1998 ("Amendment") to Preferred Shares Rights
Agreement ("Agreement"), dated as of August 13, 1997, between Simulation
Sciences Inc., a Delaware corporation (the "Company"), and Harris Trust Company
of California, a national banking association (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 Siebe plc ("Parent"), its
subsidiaries, Affiliates or Associates, including S Acquisition
Corp. and S Sub Corp., is an Acquiring Person pursuant to this
Agreement solely by virtue of their acquisition, or their right
to acquire, beneficial ownership of shares of the Company as a
result of their execution of the Agreement and Plan of Merger
dated April 15, 1998 among Parent, S Acquisition Corp. (the
"Purchaser"), S Sub Corp. and the Company (the "Merger
Agreement") or the Stock Option Agreement between the Company
and Parent (the "Option Agreement"); the commencement and
consummation of the Offer (as defined in the Merger Agreement);
the acquisition of the Shares (as defined in the Merger
Agreement) by the Purchaser pursuant to the Offer; the
consummation of the Merger (as defined in the Merger Agreement);
the acquisition of shares of the Company's Common Stock by
Parent pursuant to the Option Agreement; or any other
transaction contemplated by the Merger Agreement or the Option
Agreement.
2. Section 1(h) shall be amended by inserting the following at the
end of Section 1(h):
"Notwithstanding the foregoing or any provision to the contrary
in this Agreement, a Distribution Date shall not occur solely by
reason of the execution of the Merger Agreement or the Option
Agreement, the commencement and consummation of the Offer, the
acquisition of the Shares by the Purchaser pursuant to the
Offer, the acquisition of shares of the Company's Common Stock
by Parent pursuant to the Option Agreement or the consummation
of the Merger or any other transaction contemplated by the
Merger Agreement or the Option Agreement.
3. Section 1(u) shall be amended by inserting the following at the
end of Section 1(u):
"Notwithstanding the foregoing or any provision to the contrary
in this Agreement, a Shares Acquisition Date shall not occur
solely by reason of the execution of the
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Merger Agreement or the Option Agreement, the commencement and
consummation of the Offer, the acquisition of the Shares by the
Purchaser pursuant to the Offer, the acquisition of the
Company's Common Stock by Parent pursuant to the Option
Agreement or the consummation of the Merger or any other
transaction contemplated by the Merger Agreement or the Option
Agreement.
4. Section 1(y) shall be amended by inserting the following at the
end of Section 1(y):
"Notwithstanding the foregoing or any provision to the contrary
in this Agreement, a Triggering Event shall not occur solely by
reason of the execution of the Merger Agreement or the Option
Agreement, the commencement and consummation of the Offer, the
acquisition of the Shares by the Purchaser pursuant to the
Offer, the acquisition of the Company's Common Stock by Parent
pursuant to the Option Agreement or the consummation of the
Merger or any other transaction contemplated by the Merger
Agreement or the Option Agreement.
5. 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.
6. 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.
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7. As amended hereby, the Agreement shall remain in full force and
effect.
SIMULATION SCIENCES, INC.
By: /s/ Charles R. Harris
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Charles R. Harris, President
Attest: /s/ Jeffrey D. Saper
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Jeffrey D. Saper
Secretary
HARRIS TRUST COMPANY OF CALIFORNIA
as Rights Agent
By: /s/ John Castellanos
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Authorized Signature
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