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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
ROFIN-SINAR TECHNOLOGIES INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 38-3306461
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(STATE OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
45701 MAST STREET
PLYMOUTH, MICHIGAN 48170
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.01 per share
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(Title of Class)
Rights associated with Common Stock, par value $0.01 per share
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
1. Common Stock, par value $0.01 per share. The description of the
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Registrant's Common Stock, par value $0.01 per share, set forth under
the heading "Description of Capital Stock--Common Stock" in the
Registration Statement on Form S-1 (Registration No. 333-09539), as
amended (the "Form S-1 Registration Statement"), filed by the
Registrant with the Securities and Exchange Commission, is hereby
incorporated by reference herein.
2. Rights associated with Common Stock, par value $0.01 per share. The
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description of the Registrant's Rights associated with Common Stock,
par value $0.01 per share, set forth under the heading "Description of
Capital Stock--Rights Agreement" in the Form S-1 Registration
Statement, filed by the Registrant with the Securities and Exchange
Commission, is hereby incorporated by reference herein.
ITEM 2. EXHIBITS
The following exhibits are attached or incorporated by reference as
indicated below:
1. Specimen Common Stock Certificate, including legend regarding Rights
connected to Common Stock on back thereof (incorporated by reference
to Exhibit 4.1 of the Registration Statement)
2. Certificate of Incorporation of the Registrant and Form of Certificate
of Amendment thereto (incorporated by reference to Exhibit 3.1 of the
Registration Statement)
3. Form of By-laws of the Registrant (incorporated by reference to
Exhibit 3.2 of the Registration Statement)
4. Form of Rights Agreement between the Registrant and The Bank of New
York (incorporated by reference to Exhibit 4.2 of the Registration
Statement)
5. Section titled "Description of Capital Stock--General" and "--Common
Stock" from the Form S-1 Registration Statement, incorporated by
reference in Item 1.1 above.
6. Section titled "Description of Capital Stock--Rights Agreement" from
the Form S-1 Registration Statement, incorporated by reference in Item
1.2 above.
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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 registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
ROFIN-SINAR TECHNOLOGIES INC.
Date: September 20, 1996 By: /s/ Peter Wirth
_____________________________________
Peter Wirth
Chairman of the Board of Directors,
Chief Executive Officer and President
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EXHIBIT INDEX
Exhibit
Number Description Page
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1. Specimen Common Stock Certificate, including legend
regarding Rights connected to Common Stock on back
thereof (incorporated by reference to Exhibit 4.1
of the Registration Statement)
2. Certificate of Incorporation of the Registrant and
Form of Certificate of Amendment thereto
(incorporated by reference to Exhibit 3.1 of the
Registration Statement)
3. Form of By-laws of the Registrant (incorporated by
reference to Exhibit 3.2 of the Registration Statement)
4. Form of Rights Agreement between the Registrant and
The Bank of New York (incorporated by reference to
Exhibit 4.2 of the Registration Statement)
5. Section titled "Description of Capital Stock--General"
and "-- Common Stock" from the Form S-1 Registration
Statement, incorporated by reference in Item 1.1 above.
6. Section titled "Description of Capital Stock--Rights
Agreement" from the Form S-1 Registration Statement,
incorporated by reference in Item 1.2 above.
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EXHIBIT 5
DESCRIPTION OF CAPITAL STOCK
GENERAL
The authorized capital stock of the Company consists of 50,000,000
shares of Common Stock, par value $0.01 per share, and 5,000,000 shares of
preferred stock, par value $0.01 per share (the "Preferred Stock"). The
following summary description of the capital stock of the Company does not
purport to be complete and is subject to the detailed provisions of, and
qualified in its entirety by reference to, the Certificate of Incorporation as
amended by a Certificate of Amendment to be effective as of the date of the
Underwriting Amendment (the "Certificate of Incorporation") and By-laws, copies
of which have been filed as exhibits to the Registration Statement of which this
Prospectus is a part, and to the applicable provisions of the DGCL.
COMMON STOCK
Upon completion of the Offerings, the Company will have 10,000,000
shares of Common Stock outstanding (assuming no exercise of the Underwriters'
over-allotment option and excluding 400,000 shares issuable at the initial
public offering price upon exercise of options to be granted to certain officers
of the Company and 7,500 shares of restricted stock issued at the initial public
offering price to non-employee directors of the Company pursuant to employee
benefit plans at the time of the Offerings).
The holders of Common Stock are entitled to one vote for each share held
of record on all matters submitted to a vote of the stockholders. Subject to the
rights of any holders of Preferred Stock, holders of Common Stock are entitled
to receive ratably such dividends as may be declared by the Board of Directors
out of funds legally available. See "Divided Policy." In the event of a
liquidation, dissolution or winding up of the Company, holders of the Common
Stock are entitled to share ratably in the distribution of all assets remaining
after payment of liabilities, subject to the rights of any holders of Preferred
Stock. The holders of Common Stock have no preemptive rights to subscribe for
additional shares of the Company and no right to convert their Common Stock
into any other securities. In addition, there are no redemption or sinking fund
provisions available to the Common Stock. All of the outstanding shares of
Common Stock are, and the Common Stock offered hereby will be, fully paid and
nonassessable.
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EXHIBIT 6
RIGHTS AGREEMENT
The Company intends to enter into a Rights Agreement between the Company
and The Bank of New York, as Rights Agent, immediately prior to the Closing of
the Offerings. Pursuant to the Rights Agreement, a right (a "Right") to purchase
one share of Common Stock at a price of $ (the "Purchase Price"), exercisable
only in certain circumstances, will be issued along with each share of Common
Stock offered hereby. A Right will also be issued along with each other share of
Common Stock issued by the Company until the earliest of the Distribution Date
(as defined below), the redemption of the Rights or the Expiration Date (as
defined below). Rights may also be issued with respect to shares of Common Stock
issued after the Distribution Date in certain circumstances.
Until the earlier of (i) such time as the Company learns that a person
or group (including any affiliate or associate of such person or group) has
acquired, or has obtained the right to acquire, beneficial ownership of 20% or
more of the outstanding Common Stock (such person or group, subject to certain
exceptions, being an "Acquiring Person") and (ii) such date, if any, as may be
designated by the Board of Directors following the commencement of, or first
public disclosure of an intent to commence a tender or exchange offer for
outstanding Common Stock which could result in the offeror becoming the
beneficial owner of 20% or more of the outstanding Common Stock (the earlier of
such dates, subject to certain exceptions, being the "Distribution Date"), the
Rights will be evidenced by the certificates for the Common Stock registered in
the names of the holders thereof (which certificates for Common Stock will also
be deemed to be Right Certificates, as defined below) and not by separate Right
Certificates. Therefore, until the Distribution Date, the Rights will be
transferred with and only with the Common Stock.
As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Stock as of the close of business on the
Distribution Date (and to each initial record holder of certain Common Stock
originally issued after the Distribution Date), and such separate Right
Certificates alone will thereafter evidence the Rights.
The Rights are not exercisable until the Distribution Date and will
expire on the tenth anniversary of the closing of the Offerings (the "Expiration
Date") unless earlier redeemed or canceled by the Company as described below.
The number of shares of Common Stock or other securities issuable upon
exercise of a Right, the Purchase Price, the Redemption Price (as defined below)
and the number of Rights associated with each outstanding share of Common Stock
are all subject to adjustment by the Board of Directors in the event of any
change in the Common Stock, whether by reason of stock dividends, stock splits,
recapitalization, mergers, consolidations, combinations or exchanges of
securities, other similar changes in capitalization, or any distribution or
issuance of cash, assets, evidences of indebtedness or subscription rights,
options or warrants to holders of Common Stock (other than the Rights or regular
quarterly cash dividends), or otherwise.
In the event a person becomes an Acquiring Person, the Rights will
entitle each holder of a Right (other than those held by an Acquiring Person (or
any affiliate or associate of such Acquiring
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Person)) to purchase, for the Purchase Price, that number of shares of Common
Stock equivalent to the number of shares of Common Stock which at the time of
the transaction would have a market value of twice the Purchase Price. Any
Rights that are at any time beneficially owned by an Acquiring Person (or any
affiliate or associate of an Acquiring Person) will be null and void and
nontransferable and any holder of any such Right (including any purported
transferee or subsequent holder) will be unable to exercise or transfer any such
Right.
After there is an Acquiring Person, the Board of Directors may elect to
exchange each Right (other than Rights that have become null and void and
nontransferable as described above) for consideration per Right consisting of
one-half of the securities that would be issuable at such time upon the exercise
of one Right pursuant to the terms of the Rights Agreement, and without payment
of the Purchase Price.
In the event the Company is acquired in a merger by, or other business
combination with, or 50% or more of its assets or assets representing 50% or
more of its earning power are sold, leased, exchanged or otherwise transferred
(in one or more transactions) to, a publicly traded corporation, each Right will
entitle its holder (subject to the next paragraph) to purchase, for the Purchase
Price, that number of common shares of such corporation which at the time of the
transaction would have a market value of twice the Purchase Price. In the event
the Company is acquired in a merger by, or other business combination with, or
50% or more of its assets or assets representing 50% or more of the earning
power of the Company are sold, leased, exchanged or otherwise transferred (in
one or more transactions) to, an entity that is not a publicly traded
corporation, each Right will entitle its holder (subject to the next paragraph)
to purchase, for the Purchase Price, at such holder's option, (i) that number of
shares of such entity (or, at such holder's option, of the surviving corporation
in such acquisition, which could be the Company) which at the time of the
transaction would have a book value of twice the Purchase Price or (ii) if such
entity has an affiliate which has publicly traded common shares, that number of
common shares of such affiliate which at the time of the transaction would have
a market value of twice the Purchase Price.
At any time prior to the earlier of (i) such time as a person becomes an
Acquiring Person and (ii) the Expiration Date, the Board of Directors may redeem
the Rights in whole, but not in part, at a price (in cash or Common Stock or
other securities of the Company deemed by the Board of Directors to be at least
equivalent in value) or $.01 per Right, subject to adjustment as provided in the
Rights Agreement (the "Redemption Price"); provided that, for the 120-day period
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after any date of a change (resulting from a proxy or consent solicitation) in a
majority of the Board in office at the commencement of such solicitation, the
Rights may only be redeemed if (A) there are directors then in office who were
in office at the commencement of such solicitation and (B) the Board, with the
concurrence of a majority of such directors then in office, determines that such
redemption is, in its judgment, in the best interests of the Company and its
stockholders. Immediately upon the action of the Board of Directors electing to
redeem the Rights, the Company will make an announcement thereof, and, upon such
election, the right to exercise the Rights will terminate and the only right of
the holders of Rights will be to receive the Redemption Price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.
At any time prior to the Distribution Date, the Company may, without the
approval of any holder of the Rights, supplement or amend any provision of the
Rights Agreement (including the date on which the Distribution Date would occur
or the time during which the Rights may be redeemed), except that no supplement
or amendment shall be made which reduces the Redemption Price (other than
pursuant to certain adjustments therein), provides for an earlier Expiration
Date or makes certain changes to the definition of Acquiring Person. However,
for the 120-day period after any date of a change (resulting from a proxy or
consent solicitation) in a majority of the Board of Directors in office
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at the commencement of such solicitation, the Rights Agreement may be
supplemented or amended only if (A) there are directors then in office who were
in office at the commencement of such solicitation and (B) the Board of
Directors, with the concurrence of a majority of such directors then in office,
determines that such supplement or amendment is, in their judgment, in the best
interests of the Company and its stockholders.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
without conditioning the offer on substantially all the Rights being acquired.
The Rights will not interfere with any merger or other business combination
approved by the board since the Board of Directors may, at its option, at any
time prior to any person becoming an Acquiring Person, redeem all but not less
than all of the then outstanding Rights at a redemption price of $.01 per Right
(subject to adjustment).
Reference is hereby made to the Rights Agreement to be entered into
between the Company and the Rights Agent specifying the terms of the Rights,
which includes an Exhibit A the form of Rights Certificate, and this description
is qualified in its entirety by reference to the terms and conditions thereof.
