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 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
General Instrument Corporation
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(Exact name of registrant as specified in its charter)
Delaware 36-4134221
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
101 Tournament Drive 19044
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(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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Preferred Stock Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Securities to be Registered
On September 14, 1999, General Instrument Corporation (the
"Company"), Motorola, Inc. (the "Parent") and Lucerne Acquisition Corp., a
wholly owned subsidiary of the Parent (the "Merger Sub"), entered into an
Agreement and Plan of Merger, dated as of September 14, 1999 (the "Merger
Agreement"). The Merger Agreement provides, among other things, that the
Merger Sub would be merged with and into the Company as soon as practicable
after the conditions set forth therein have been satisfied (the "Merger").
In connection with the Merger Agreement, the Company executed an
amendment, dated September 14, 1999 (the "Rights Amendment"), to the Rights
Agreement. The Rights Amendment provides that (a) neither Parent nor any of
its affiliates or associates will be deemed to be an "Acquiring Person" or
"Interested Stockholder" (as such terms are defined in the Rights Agreement)
by solely reason of the approval, execution, delivery or performance of the
Merger Agreement or the consummation of the Merger, (b) a "Distribution Date"
(as such term is defined in the Rights Agreement) shall not be deemed to have
occurred solely as the result of the approval, execution, delivery or
performance of the Merger Agreement or the consummation of the Merger and (c)
the Rights will expire immediately prior to the consummation of the Merger.
A summary of the Rights as amended follows.
Summary of Rights
The Board of Directors of the Company declared a dividend
of one preferred share purchase right (a "Right") for each outstanding share
of Common Stock, par value $.01 per share (the "Common Shares"), of the
Company. The dividend was paid to the stockholders of record as of 5:00
P.M., New York, New York time, on July 25, 1997 (the "Record Date"), and with
respect to Common Shares issued thereafter until the Distribution Date (as
hereinafter defined) and, in certain circumstances, with respect to Common
Shares issued after the Distribution Date. Except as set forth below, each
Right, when it becomes exercisable, entitles the registered holder to
purchase from the Company one one-thousandth of a share of Series A Junior
Participating Preferred Stock, par value $.01 per share (the "Preferred
Shares"), at a price of $85.00 per one one-thousandth of a Preferred Share
(the "Purchase Price"), subject to adjustment. The description and terms of
the Rights are set forth in a Rights Agreement, dated as of June 12, 1997 (as
amended, the "Rights Agreement"), between the Company and ChaseMellon
Shareholder Services, L.L.C. (the "Rights Agent").
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The Rights are attached to all certificates representing
outstanding Common Shares, and no separate Right Certificates (as hereinafter
defined) have been distributed. The Rights will separate from the Common
Shares on the earliest to occur of (i) the first date of public announcement
that a person or "group" (other than the FLC Entities (as hereinafter
defined) to the extent FLC Entities, individually or as a group, beneficially
own no more than 20% of the then outstanding Common Shares) has acquired
beneficial ownership of 15% or more of the outstanding Common Shares (except
pursuant to a Permitted Offer, as hereinafter defined); or (ii) ten (10)
business days (or such later date as the Board of Directors of the Company
may determine) following the commencement of, or announcement of an intention
to commence, a tender offer or exchange offer the consummation of which would
result in a person or group becoming an Acquiring Person (as hereinafter
defined) (the earliest of such dates being called the "Distribution Date").
A person or group whose acquisition of Common Shares causes a Distribution
Date pursuant to clause (i) above is an "Acquiring Person". The first date of
public announcement that a person or group has become an Acquiring Person is
the "Shares Acquisition Date". "FLC Entities" means Instrument Partners, a
New York limited partnership, Forstmann Little & Co. Subordinated Debt and
Equity Management Buyout Partnership-IV, a New York limited partnership,
Theodore J. Forstmann, Nicholas C. Forstmann, Wm. Brian Little, Winston W.
Hutchins, Steven B. Klinsky, Sandra J. Horbach and Thomas H. Lister and their
Affiliates and Associates who or which are considered as one Person and
references to the FLC Entities include any or all such persons.
The Rights Agreement provides that until the Distribution
Date the Rights will be transferred with and only with the Common Shares.
Until the Distribution Date (or earlier redemption or expiration of the
Rights), new Common Share certificates issued after the Record Date upon
transfer or new issuance of Common Shares have contained and will continue to
contain a notation incorporating the Rights Agreement by reference. Until
the Distribution Date (or earlier redemption or expiration of the Rights),
the surrender for transfer of any certificates for Common Shares outstanding
as of the Record Date, even without such notation or a copy of this Summary
of Rights being attached thereto, will also constitute the transfer of the
Rights associated with the Common Shares represented by such certificate. 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 Shares as of the close of business on the Distribution
Date (and to each initial record holder of certain Common Shares issued after
the Distribution Date), and such separate Right Certificates alone will
evidence the Rights.
The Rights are not exercisable until the Distribution Date and will
expire at 5:00 P.M., New York, New York time, on June 12, 2007, unless earlier
redeemed by the Company as described below.
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In the event that any person becomes an Acquiring Person
(except pursuant to a Permitted Offer as hereinafter defined), each holder of
a Right will have (subject to the terms of the Rights Agreement) the right
(the "Flip-In Right") to receive upon exercise the number of Common Shares,
or, in the discretion of the Board of Directors of the Company, the number of
one one-thousandths of a Preferred Share (or, in certain circumstances, other
securities of the Company) having a value (immediately prior to such
triggering event) equal to two times the Purchase Price. Notwithstanding the
foregoing, following the occurrence of the event described above, all Rights
that are, or (under certain circumstances specified in the Rights Agreement)
were, beneficially owned by any Acquiring Person or any affiliate or
associate thereof will be null and void. A "Permitted Offer" is a tender or
exchange offer for all outstanding Common Shares which is at a price and on
terms determined, prior to the purchase of shares under such tender or
exchange offer, by a majority of Disinterested Directors (as hereinafter
defined) to be adequate (taking into account all factors that such
Disinterested Directors deem relevant) and otherwise in the best interests of
the Company and its stockholders (other than the person or any affiliate or
associate thereof on whose basis the offer is being made) taking into account
all factors that such Disinterested Directors may deem relevant.
"Disinterested Directors" are directors of the Company who are not officers
of the Company and who are not Acquiring Persons or affiliates or associates
thereof, or representatives of any of them, or any person who was directly or
indirectly proposed or nominated as a director of the Company by a Transaction
Person (as defined in the Rights Agreement).
In the event that, at any time following the Shares
Acquisition Date, (i) the Company is acquired in a merger or other business
combination transaction in which the holders of all of the outstanding Common
Shares immediately prior to the consummation of the transaction are not the
holders of all of the surviving corporation's voting power, or (ii) more than
50% of the Company's assets or earning power is sold or transferred, in
either case with or to an Acquiring Person or any affiliate or associate
thereof, or any other person in which such Acquiring Person, affiliate or
associate has an interest, or any person acting on behalf of or in concert
with such Acquiring Person, affiliate or associate, or, if in such
transaction all holders of Common Shares are not treated alike, any other
person, then each holder of a Right (except Rights which previously have been
voided as set forth above) shall thereafter have the right (the "Flip-Over
Right") to receive, upon exercise, common shares of the acquiring company
having a value equal to two times the Purchase Price. The holder of a Right
will continue to have the Flip-Over Right whether or not such holder
exercises or surrenders the Flip-In Right.
The Purchase Price payable, and the number of one-thousandths of a
Preferred Share or other securities issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event
of a stock dividend on, or a subdivision, combination or
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reclassification of, the Preferred Shares, (ii) upon the grant to holders of
the Preferred Shares of certain rights or warrants to subscribe for or
purchase Preferred Shares at a price, or securities convertible into
Preferred Shares with a conversion price, less than the then current market
price of the Preferred Shares or (iii) upon the distribution to holders of
the Preferred Shares of evidences of indebtedness or assets (excluding regular
quarterly cash dividends) or of subscription rights or warrants (other than
those referred to above).
The Purchase Price is also subject to adjustment in the
event of a stock split of the Common Shares, or a stock dividend on the
Common Shares payable in Common Shares, or subdivisions, consolidations or
combinations of the Common Shares occurring, in any such case, prior to the
Distribution Date.
With certain exceptions, no adjustment in the Purchase
Price will be required until cumulative adjustments require an adjustment of
at least 1% in such Purchase Price. No fractional one-thousandths of a
Preferred Share will be issued, and in lieu thereof, an adjustment in cash
will be made based on the market price of the Preferred Shares on the last
trading day prior to the date of exercise.
Preferred Shares purchasable upon exercise of the Rights
will not be redeemable. Each Preferred Share will be entitled to a minimum
preferential quarterly dividend payment of $10.00 per share but, if greater,
will be entitled to an aggregate dividend per share of 1,000 times the
dividend declared per Common Share. In the event of liquidation, the holders
of the Preferred Shares will be entitled to a minimum preferential
liquidation payment of $100.00, provided that they will be entitled to an
aggregate payment per share of at least 1,000 times the aggregate payment
made per Common Share. Each Preferred Share will have one thousand votes,
voting together with the Common Shares. These rights are protected by
customary antidilution provisions. In the event that the amount of accrued
and unpaid dividends on the Preferred Shares is equivalent to at least six
full quarterly dividends, the holders of the Preferred Shares shall have the
right, voting as a class, to elect two directors in addition to the directors
elected by the holders of the Common Shares until all dividends in default on
the Preferred Shares have been paid in full and dividends for the current
dividend period declared and funds therefor set apart.
At any time prior to the earlier to occur of (i) a person
becoming an Acquiring Person or (ii) the expiration of the Rights, the
Company may redeem the Rights in whole, but not in part, at a price of $.01
per Right (the "Redemption Price"), which redemption shall be effective upon
the action of the Board of Directors of the Company. Additionally, the
Company may redeem the then outstanding Rights in whole, but not in part, at
the Redemption Price after the triggering of the Flip-In Right and before the
expiration of any period during which the Flip-In Right may be exercised in
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connection with a merger or other business combination transaction or series
of transactions involving the Company in which all holders of Common Shares
are treated alike by not involving an Interested Stockholder (as defined in the
Rights Agreement). Upon the effective date of the redemption of the Rights,
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. While the
distribution of the Rights will not be taxable to stockholders of the
Company, stockholders may, depending upon the circumstances, recognize
taxable income should the Rights become exercisable or upon the occurrence of
certain events thereafter.
Notwithstanding the foregoing, the term Acquiring Person shall not
include Tele-Communications, Inc. ("TCI") and its subsidiaries, for so long
as (i) TCI and its subsidiaries do not acquire beneficial ownership of any
Common Shares other than pursuant to the transaction with partnerships
affiliated with Forstmann Little & Co. and instruments and agreements forming
part of such transaction or (ii) after giving effect to the acquisition of
beneficial ownership of any Common Shares by TCI or a subsidiary of TCI other
than pursuant to such transaction, the Common Shares beneficially owned by
TCI and its subsidiaries in the aggregate do not exceed 35% of the then
outstanding Common Shares. For the purposes of the preceding sentence, TCI
and its subsidiaries shall not be deemed to beneficially own any Common
Shares beneficially owned by their Affiliates and Associates (other than TCI
and its subsidiaries).
Notwithstanding the foregoing, (a) neither Parent nor any of its
Affiliates or Associates shall be deemed to be an Acquiring Person or
Interested Stockholder solely by reason of the approval, execution, delivery
or performance of the Merger Agreement or the consummation of the Merger, (b)
a Distribution Date shall not be deemed to have occurred solely as the result
of the approval, execution, delivery or performance of the Merger Agreement
or the consummation of the Merger and (c) the Rights will expire immediately
prior to the consummation of the Merger.
The foregoing description of the Rights is qualified by reference
to the Rights Agreement and the exhibits thereto.
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Item 2. Exhibits
1. Rights Agreement, dated as of June 12, 1997, between the
Company and ChaseMellon Shareholder Services, L.L.C., as
Rights Agent, which includes, as Exhibit A thereto, the
Certificate of Designation, Preferences and Rights of Series A
Junior Participating Preferred Stock, as Exhibit B thereto,
the Form of Right Certificate and, as Exhibit C thereto, the
Summary of Rights to Purchase Preferred Shares.*
2. Amendment, dated as of December 16, 1997, to the Rights
Agreement between the Company and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent.*
3. Amendment No. 2, dated as of September 14, 1999, to Rights
Agreement between the Company and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent.
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*Previously Filed
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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 to be
signed on its behalf by the undersigned, thereunto duly authorized.
GENERAL INSTRUMENT CORPORATION
By: /s/ Robert A. Scott
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Name: Robert A. Scott
Title: Senior Vice President, General Counsel
and Secretary
September 15, 1999
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EXHIBIT INDEX
Exhibit No. Description
1. Rights Agreement, dated as of June 12, 1997, between the
Company and ChaseMellon Shareholder Services, L.L.C., as
Rights Agent, which includes, as Exhibit A thereto, the
Certificate of Designation, Preferences and Rights of Series A
Junior Participating Preferred Stock, as Exhibit B thereto,
the Form of Right Certificate and, as Exhibit C thereto, the
Summary of Rights to Purchase Preferred Shares.*
2. Amendment, dated as of December 16, 1997, to the Rights
Agreement between the Company and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent.*
3. Amendment No. 2, dated as of September 14, 1999, to the Rights
Agreement between the Company and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent..
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*Previously Filed
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EXHIBIT 3
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
THIS AMENDMENT NO. 2 TO RIGHTS AGREEMENT (this "Amendment") is
entered into as of September 14, 1999 by and between GENERAL INSTRUMENT
CORPORATION (formerly known as NextLevel Systems, Inc.), a Delaware
corporation (the "Company"), and CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as
Rights Agent (the "Rights Agent"), amending the Rights Agreement, dated as of
June 12, 1997, between the Company and the Rights Agent (the "Rights
Agreement"), as previously amended pursuant to an Amendment, dated December
16, 1997, between the Company and the Rights Agent.
Recitals of the Company:
The Company has duly authorized the execution and delivery of this
Amendment, and all things necessary to make this Amendment a valid agreement
of the Company have been done. This Amendment is entered into pursuant to
Section 27 of the Rights Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
1. Defined Terms. Terms defined in the Rights Agreement and used
herein shall have the meanings given to them in the Rights Agreement.
2. Amendments to Section 1. Section 1(a) of the Rights
Agreement is amended to add the following sentence at the end thereof:
"Notwithstanding anything in this Agreement to the contrary,
neither Parent nor any of its Affiliates or Associates shall be deemed
to be an Acquiring Person or Interested Stockholder solely by reason of
the approval, execution, delivery or performance of the Merger Agreement
or the consummation of the Merger"
(b) Section 1 of the Rights Agreement is amended to add the
following provisions at the end thereof:
"(u) For purposes of this Agreement:
"Effective Time" shall have the meaning assigned to such term
in the Merger Agreement;
"Merger" shall have the meaning assigned to such term in the
Merger Agreement;
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"Merger Agreement" shall mean the Agreement and Plan of Merger
dated as of September 14, 1999 among Motorola, Inc., a Delaware
corporation, Lucerne Acquisition Corp., a Delaware corporation, and
the Company, as amended from time to time in accordance with its
terms; and
"Parent" shall mean Motorola, Inc., a Delaware corporation."
3. Amendment of Section 3(a). Section 3(a) of the Rights
Agreement is amended to add the following sentence at the end thereof:
"Notwithstanding anything in this Rights Agreement to the
contrary, a Distribution Date shall not be deemed to have occurred
solely as the result of the approval, execution, delivery or
performance of the Merger Agreement or the consummation of the
Merger."
4. Amendment of Section 7(a). Section 7(a) of the Rights
Agreement is amended by deleting the words "or (iv)" of such subsection and
substituting in their place "(iv)" and inserting immediately after the word
"hereof" in the last line thereof the following clause: "or (v) immediately
prior to the Effective Time. Upon the Expiration Date, the Rights shall
expire."
5. Amendment of Section 25. Section 25 of the Rights Agreement is
amended by adding the following paragraph (c) thereto:
"(c) The Company shall use its reasonable efforts to provide
notice to the Rights Agent of the consummation of the Merger as
soon as practicable prior to such Effective Time."
6. Effectiveness. This Amendment shall be deemed effective as of
September 14, 1999 as if executed on such date. Except as amended hereby,
the Rights Agreement shall remain in full force and effect and shall be
otherwise unaffected hereby.
7. Miscellaneous. This Amendment shall be deemed to be a contract
made 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. This
Amendment may be executed in any number of counterparts, each of such
counterparts shall for all purposes be deemed an original and all such
counterparts shall together constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed and attested, all as of the day and year first above
written.
Attest: GENERAL INSTRUMENT CORPORATION
/s/ Lee S. Zimmerman By: /s/ Robert A. Scott
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Title: Assistant Secretary Title: Senior Vice President and General
Counsel
Attest: CHASEMELLON SHAREHOLDER
SERVICES, L.L.C.
/s/ Robert Kavanagh By: /s/ Selwyn Crawford
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Title: Title: Relationship Manager
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