SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
AMENDING FORM 8-A DATED JUNE 30, 1997
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMSCOPE, INC.
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(Exact name of registrant as specified in its charter)
Delaware 36-4135495
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
1375 Lenoir-Rhyne Boulevard
Hickory, North Carolina 28601
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class
to be so registered is to be registered
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Preferred Stock Purchase Rights New York Stock Exchange
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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(g) of the Act:
None
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(Title of Class)
Page 1 of 12 Pages
Exhibit Index on Page 8
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This Form 8-A/A amends and supplements the Form 8-A filed by CommScope,
Inc. dated June 30, 1997 (the "Form 8-A")
Item 1. Description of Securities to be Registered.
------------------------------------------
Item 1 of the Form 8-A is hereby amended by substituting the
following:
On June 10, 1997, the Board of Directors of CommScope, Inc., a
Delaware corporation (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 the date (the "Record Date") set by the Board of
Directors of NextLevel Systems, Inc. ("NextLevel Systems"), for the
distribution of Common Shares to the holders of shares of Common Stock, par
value $.01 per share of NextLevel Systems, as contemplated by the
Distribution Agreement, dated as of June 12, 1997 and as amended from time
to time, among the Company, NextLevel Systems and General Instrument
Corporation, 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. On June
9, 1999, the Board of Directors of the Company adopted certain amendments
to the terms of the Rights pursuant to Amendment No. 1 (the "Amendment"),
between the Company and ChaseMellon Shareholder Services, L.L.C. (the
"Rights Agent"). 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 purchase
price of $60.00 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 (the "Rights
Agreement"), between the Company and ChaseMellon Shareholder Services,
L.L.C. (the "Rights Agent") and the Amendment. A copy of the Rights
Agreement is attached as an exhibit to the Form 8-A and a copy of the
Amendment is attached as Exhibit 1 hereto, each of which is hereby
incorporated by reference. The following summary of the Rights is qualified
in its entirety by reference to the Rights Agreement and the Amendment. The
terms of the Preferred Stock are summarized below and are set forth in an
Certificate of Designation attached as Exhibit A to the Rights Agreement.
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" 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
Page 2 of 12 Pages
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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".
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.
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
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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 hereinafter defined).
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
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.
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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 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 but not involving a Transaction
Person (as hereinafter defined). 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.
The form of the Rights Agreement, dated as of June 12, 1997,
between CommScope, Inc. and ChaseMellon Shareholder Services, L.L.C., as
Rights Agent, specifying the terms of the Rights, including the exhibits
thereto, as follows: Exhibit A -- Certificate of Designation, Preferences
and Rights of Series A Junior Participating Preferred Stock of CommScope,
Inc.; Exhibit B -- Form of Right Certificate; and Exhibit C -- Summary of
Rights to Purchase Preferred Shares is attached to the Form 8-A as Exhibit
1 and is incorporated by reference. The Form of Amendment is attached as
Page 5 of 12 Pages
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Exhibit 1 to this Form 8-A/A and is incorporated herein by reference. The
foregoing description of the Rights is qualified by reference to the Rights
Agreement and the Amendment and the exhibits thereto.
Item 2. Exhibits.
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1. Form of Amendment to the Rights Agreement, dated as of June
14, 1999 between CommScope, Inc. and ChaseMellon
Shareholder Services, L.L.C. as Rights Agent.
Page 6 of 12 Pages
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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 registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
COMMSCOPE, INC.
By: /s/ Frank B. Wyatt, II
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Name: Frank B. Wyatt, II
Title: Vice-President,
General Counsel and Secretary
Dated: June 14, 1999
Page 7 of 12 Pages
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EXHIBIT INDEX
Exhibit Description
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1. Form of Amendment to the Rights Agreement, dated as of June 14,
1999 between CommScope, Inc. and ChaseMellon Shareholder
Services, L.L.C. as Rights Agent.
Page 8 of 12 Pages
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EXHIBIT 1
AMENDMENT NO. 1
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AMENDMENT NO. 1, dated as of June 14, 1999 ("Amendment No. 1"),
between CommScope, Inc., a Delaware corporation, and ChaseMellon
Shareholder Services, L.L.C., a New Jersey limited liability company, to
the Rights Agreement, dated as of June 12, 1997 (the "Rights Agreement"),
between CommScope, Inc., a Delaware corporation and ChaseMellon Shareholder
Services, L.L.C., a New Jersey limited liability company.
WHEREAS, the parties hereto desire to amend the Rights Agreement
as set forth below.
NOW, THEREFORE, the parties hereto agree as follows:
1. The Rights Agreement is hereby amended as follows:
(i) The second sentence of Section 1(a), the definition of
"Acquiring Person", shall be amended to delete the phrase "or (E)
any FLC Entity, provided that the FLC Entities may acquire the
Beneficial Ownership of additional Common Shares to the extent
that the percentage of Common Shares Beneficially Owned by them
in the aggregate, after giving effect to such acquisition, does
not exceed 20% of the then Outstanding Common Shares of the
Company" and adding the word "or" before "(D)" so that such
second sentence shall now read in its entirety as follows:
Notwithstanding the foregoing, (i) the term "Acquiring
Person" shall not include (A) the Company, (B) any
Subsidiary of the Company, (C) any employee benefit plan of
the Company or of any Subsidiary of the Company, or (D) any
Person or entity organized, appointed or established by the
Company for or pursuant to the terms of any such plan acting
in such capacity; and (ii) no Person shall become an
"Acquiring Person" (x) as a result of the acquisition of
Common Shares by the Company which, by reducing the number
of Common Shares outstanding, increases the proportional
number of shares beneficially owned by such Person together
with all Affiliates and Associates of such Person, provided,
that if (1) a Person would become an Acquiring Person (but
for the operation of this clause (x)) as a result of the
acquisition of Common Shares by the Company, and (2) after
such share
Page 9 of 12 Pages
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acquisition by the Company, such Person, or an Affiliate or
Associate of such Person, becomes the Beneficial Owner of
any additional Common Shares, then such Person shall be
deemed an Acquiring Person, or (y) if (1) within five
Business Days after such Person would otherwise have become
or, if such Person did so inadvertently, after such Person
discovers that such Person would otherwise have become, an
Acquiring Person (but for the operation of this clause (y)),
such Person notifies the Board that such Person did so
inadvertently, and (2) within two Business Days after such
notification (or such greater period of time as may be
determined by action of the Board, but in no event greater
than five Business Days), such Person divests itself of a
sufficient number of Common Shares so that such Person is
the Beneficial Owner of such number of Common Shares that
such Person no longer would be an Acquiring Person.
(ii) Section 1 shall be amended to delete, in its entirety,
paragraph (i) therefrom, whereupon the remaining paragraphs of
Section 1 shall be consecutively relettered.
(iii) The second sentence of the second paragraph of text after
the legend in the Summary of Rights to Purchase Preferred Shares,
set forth as Exhibit C to the Rights Agreement, shall be amended
to delete the phrase "(other than 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)" so that it shall now read in its entirety as follows:
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" 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").
(iv) The definition of "FLC Entities" in the Summary of Rights to
Purchase Preferred Shares, set forth as Exhibit C to the Rights
Agreement, shall be deleted in its entirety.
Page 10 of 12 Pages
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(v) All references in the Rights Agreement (including the
exhibits thereto) to the Rights Agreement shall, from and after
the date hereof, refer to the Rights Agreement as amended by this
Amendment No. 1.
2. Except as amended hereby, the terms and provisions of the Rights
Agreement shall remain in full force and effect.
3. Each party hereto represents and warrants that (i) the execution,
delivery and performance of this Amendment No. 1 by such party have been
duly authorized by all necessary corporate action and (ii) this Amendment
No. 1 constitutes a valid and binding agreement of such party.
4. This Amendment No. 1 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.
5. This Amendment No. 1 shall become effective as of the date first
above written.
6. This Amendment No. 1 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 applicable to
contracts made and to be performed entirely within such State.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 1 to be duly executed and attested, all as of the date and year first
above written.
COMMSCOPE, INC.
By:/s/ Frank B. Wyatt, II
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Name: Frank B. Wyatt, II
Title: Vice-President, General
Counsel and Security
CHASEMELLON SHAREHOLDER
SERVICES, L.L.C.
By:/s/ James E. Hagan
----------------------------
Name: James E. Hagan
Title: Vice-President
Page 12 of 12 Pages
