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FORM 8-A/A
Amendment No. 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Vestcom International, Inc.
(Exact name of registrant as specified in its charter)
New Jersey 22-3477425
(State of incorporation or organization) (IRS Employer Identification No.)
5 Henderson Drive, West Caldwell, New Jersey 07006
(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
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:
Not applicable.
Securities to be registered pursuant to Section 12(g) of the Act:
Stock Purchase Rights
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Item 1. Description of Registrant's Securities to be Registered.
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On December 16, 1999, the Board of Directors of Vestcom
International, Inc., a New Jersey corporation (the "Company"), declared a
dividend of one right (a "Right") for each outstanding share of common stock, no
par value, of the Company held of record at the close of business on December
28, 1999, or issued thereafter and prior to the Separation Time (as defined in
the Rights Agreement referred to below) and issued thereafter pursuant to
options and convertible securities outstanding at the Separation Time. The
Rights were issued pursuant to a Shareholder Protection Rights Agreement, dated
as of December 16, 1999 (the "Rights Agreement"), between the Company and
American Stock Transfer & Trust Company, as rights agent.
On April 19, 2000, the Company's Board authorized the
amendment and restatement of the Rights Agreement, resulting in an Amended and
Restated Shareholder Protection Rights Agreement, dated as of April 19, 2000
(the "Amended and Restated Rights Agreement"). The amendments include, without
limitation, the following: (a) the elimination of the definition of "Continuing
Director" and the elimination of all references to that term, (b) the
modification of the definition of "Independent Director" to include, as
Independent Directors, in certain circumstances, individuals nominated by
"Acquiring Persons" (as defined) and to clarify and expand the exclusion of
officers from the definition of "Independent Director", (c) the modification of
the redemption and amendment sections of the Rights Agreement to reflect the
elimination of the "Continuing Director" concept, (d) the insertion of a sunset
provision which will provide for the termination of the Rights Agreement at its
third, sixth and ninth year anniversaries unless the Board (with the approval of
a majority of the Independent Directors) affirmatively determines to extend the
Rights Agreement during the twelve months prior to the sunset dates and (e) the
clarification of the interrelationship of the Rights Agreement and a provision
of New Jersey law that enables shareholders to petition the New Jersey Superior
Court to compel a special meeting of shareholders.
The Amended and Restated Rights Agreement (which includes as
Exhibit A the description of the terms of the Preferred Stock issuable upon
exercise of the Rights and as Exhibit B the form of Rights Certificate and
Election to Exercise) is listed as Exhibit 4.1 below and is hereby incorporated
herein by reference. The description of the Rights contained in the Company's
Current Reports on Form 8-K dated December 16, 1999 and April 20, 1999 is hereby
incorporated herein by reference. Such description of the Rights is qualified in
its entirety by reference to the Amended and Restated Rights Agreement and such
exhibits thereto and the foregoing description of the Amended and Restated
Rights Agreement also is qualified in its entirety by reference to Exhibit 4.1
below.
Item 2. Exhibits.
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Exhibit No. Description
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4.1 Amended and Restated Shareholder Protection Rights
Agreement, dated as of April 19,
2000, between Vestcom International, Inc.
and American Stock Transfer &
Trust Company, as Rights Agent
(previously filed as Exhibit 4.1 to the
Company's Current Report on Form
8-K, dated April 20, 2000 and
incorporated herein by reference).
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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 Amendment No. 1 to its
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized.
VESTCOM INTERNATIONAL, INC.
By: /s/ Joel Cartun
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Name: Joel Cartun
Title: Chairman of the Board
and Chief Executive Officer
Date: April 20, 2000
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EXHIBIT INDEX
Exhibit No. Description
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4.1 Amended and Restated Shareholder Protection Rights
Agreement, dated as of April 19,
2000, between Vestcom International, Inc.
and American Stock Transfer &
Trust Company, as Rights Agent
(previously filed as Exhibit 4.1 to the
Company's Current Report on Form
8-K, dated April 20, 2000 and
incorporated herein by reference).
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