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
WATKINS-JOHNSON COMPANY
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(Exact name of registrant as specified in its charter)
CALIFORNIA 94-1402710
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
3333 Hillview Avenue
Palo Alto, California 94304-1223
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(Address of principal executive offices and 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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Rights to Purchase Common Stock New York Stock Exchange; Pacific Stock
Exchange Incorporated
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.
At a meeting of the Board of Directors (the "Board") of Watkins-Johnson
Company (the "Company") on December 10, 1998, the Board approved, and the
Company and ChaseMellon Shareholder Services, L.L.C. ("ChaseMellon") executed,
an amendment to the Rights Agreement, dated September 30, 1996, between the
Company and ChaseMellon (the "Rights Agreement"). The amendment to the Rights
Agreement, among other things: (i) decreases from 15% to 10% the threshold level
of non-Board-approved common stock ownership which would trigger the share
purchase rights (the "Rights") under the Rights Agreement; (ii) provides that a
person or group who inadvertently triggers the Rights under the Rights Agreement
may cure such inadvertent triggering by reducing its beneficial ownership of
common stock of the Company to less than 10% within a specified time limit; and
(iii) eliminates references to "Continuing Directors" throughout the Rights
Agreement and provides that all actions previously authorized to be taken by the
Continuing Directors shall be taken by the Board. The amendment to the Rights
Agreement is attached hereto as Exhibit 1, which is incorporated by reference
herein. The original Rights Agreement was filed as Exhibit 1 to the Company's
filing on Form 8-A dated September 30, 1996. Reference is made to such filing
for all of the other terms of the Rights Agreement.
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<PAGE>
Item 2. Exhibits.
1. Amendment No. 1 to Rights Agreement, dated as of December 10,
1998, to Rights Agreement, dated as of September 30, 1996,
between Watkins-Johnson Company and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent.
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<PAGE>
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.
WATKINS-JOHNSON COMPANY
By: /s/ W. Keith Kennedy, Jr.
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W. Keith Kennedy, Jr.
President and
Chief Executive Officer
Date: December 10, 1998
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<TABLE>
EXHIBIT INDEX
<CAPTION>
Exhibit Description Sequential Page No.
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<S> <C>
1 Amendment No. 1 to Rights Agreement, dated as of 6
December 10, 1998, to Rights Agreement, dated as of
September 30, 1996, between Watkins-Johnson Company
and ChaseMellon Shareholder Services, L.L.C., as Rights
Agent.
</TABLE>
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EXHIBIT 1
WATKINS-JOHNSON COMPANY
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 TO RIGHTS AGREEMENT (the "Amendment") is made as
of December 10, 1998 between WATKINS-JOHNSON COMPANY, a California corporation
(the "Company"), and CHASEMELLON SHAREHOLDER SERVICES, L.L.C., a New Jersey
limited liability company (the "Rights Agent").
B A C K G R O U N D
The Company and the Rights Agent entered into a Rights Agreement as of
September 30, 1996 (the "Rights Agreement"). They now wish to amend the Rights
Agreement as set forth below. This Amendment has been approved by the Board and
each of its members. All terms not defined in this Amendment that begin with
initial capital letters have the meanings assigned to them in the Rights
Agreement.
ACCORDINGLY, THE COMPANY AND THE RIGHTS AGENT HEREBY AGREE AS FOLLOWS:
1. Each and every "15%" that appears in Sections 1(a) and 1(j) of the
Rights Agreement is hereby replaced with "10%". However if, when the Board
approved this Amendment, any Person had already become the Beneficial Owner of
10% or more (but not 15% or more) of the outstanding shares of Common Stock,
then that Person shall not be treated as an Acquiring Person so long as that
Person does not become the Beneficial Owner of at least that percentage of the
outstanding Common Stock that equals the sum of the percentage of such stock
that Person Beneficially Owned at the close of business on the day the Board
adopted this Amendment plus one percent of the outstanding Common Stock.
2. A new sentence is hereby added to the end of Section 1(a) of the
Rights Agreement that reads as follows: "Notwithstanding the foregoing, if,
within five Business Days after a Person would otherwise have become an
Acquiring Person but for this sentence, that Person notifies the Board that such
Person did so inadvertently and, within two Business Days after such
notification, that Person is the Beneficial Owner of less than 10% of the
outstanding Common Stock, that Person shall not be deemed to have become an
Acquiring Person."
3. The definition of "Continuing Director" as set forth in Section 1(i)
of the Rights Agreement is hereby deleted. All references in the Rights
Agreement to "Continuing Directors" shall be considered references to the Board.
All requirements in the Rights Agreement that certain decisions be made by the
Board and a majority of the Continuing Directors shall be requirements that
those conditions be made by the Board alone.
4. Section 2 of the Rights Agreement is hereby modified and amended by
deleting from the first sentence thereof the following clause: "and the holders
of the Rights (who, in accordance with Section 3 hereof, shall before the
Distribution Date also be the holders of the Common Stock."
5. A new sentence is hereby added to the end of the first paragraph of
Section 18 of the Rights Agreement that reads as follows: "Anything to the
contrary notwithstanding, in no event shall the Rights Agent be liable for
special, indirect, punitive, consequential or incidental loss or damage of any
kind whatsoever (including but not limited to lost profits), even if the Rights
Agent has been advised of the likelihood of such loss or damage."
6. Except as specifically modified by this Amendment, the Rights
Agreement shall remain in full force and effect in all respects.
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<PAGE>
IN WITNESS WHEREOF, the Company and the Rights Agent have signed and
delivered this Amendment as of the date that appears in its first paragraph.
WATKINS-JOHNSON COMPANY
By: /s/ W. Keith Kennedy, Jr.
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W. Keith Kennedy Jr.,
President and Chief
Executive Officer
CHASEMELLON SHAREHOLDER
SERVICES, L.L.C.
By: /s/ Daniel W. Spengel
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Daniel W. Spengel
Assistant Vice President
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