SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
Amendment No. 1
To Registration Statement on Form 8-A, dated October 26, 1998
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of the
Securities Exchange Act of 1934
VIVID TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 04-3054475
(State of Incorporation or (I.R.S. Employer
Organization) Identification No.)
10E Commerce Way, Woburn, MA 01801
(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
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.
Securities Act registration statement file number to which this
form relates: 000-28946
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
None None
Securities to be registered pursuant to Section 12 (g) of the
Act:
Preferred Share Purchase Rights
(Title of Class)
Item 1. Description of Registrant's Securities to be Registered.
Reference is made to the description of the Preferred Share
Purchase Rights contained in the Registrant's Form 8-A filed with
the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended, on October 26, 1998, which is
incorporated herein by reference.
Item 2. Exhibits.
4.01 Rights Agreement between the Registrant and
American Stock Transfer & Trust Company, as Rights
Agent, dated as of October 13, 1998. (Filed as Exhibit
4 to the Registrant's Form 8-K filed with the
Commission on October 26, 1998).*
4.02 Amendment No. 1 to Rights Agreement, dated as of
October 4, 1999. (Filed as Exhibit 4.01 to the
Registrant's Form 8-K filed with the Commission on
October 8, 1999).*
_____________________________
* Not filed herewith. In accordance with Rule 12b-
32 promulgated pursuant to the Securities Exchange Act
of 1934, as amended, reference is made to the documents
previously filed with the Commission, which are
incorporated by reference herein.
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.
Dated: October 8, 1999 VIVID TECHNOLOGIES, INC.
By: /s/ William J. Frain
William J. Frain
Chief Financial Officer and Treasurer
EXHIBIT INDEX
Exhibit No. Description
4.01 Rights Agreement between the Registrant and
American Stock Transfer & Trust Company, as
Rights Agent, dated as of October 13, 1998.
(Filed as Exhibit 4 to the Registrant's Form
8-K filed with the Commission on October 26, 1998).*
4.02 Amendment No. 1 to Rights Agreement, dated as
of October 4, 1999. (Filed as Exhibit 4.01
to the Registrant's Form 8-K filed with the
Commission on October 8, 1999).*
____________
* Not filed herewith. In accordance with Rule 12b-
32 promulgated pursuant to the Securities Exchange Act
of 1934, as amended, reference is made to the documents
previously filed with the Commission, which are
incorporated by reference herein.
