SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
BBN Corporation
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(Exact name of registrant as specified in its charter)
Massachusetts
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(State or other jurisdiction of incorporation)
I-6435 04-2164398
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(Commission File Number) (I.R.S. Employer Identification Number)
150 CambridgePark Drive, Cambridge, Massachusetts 02140
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (617) 873-2000
Bolt Beranek and Newman Inc. 10 Fawcett Street Cambridge, MA 02238
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(Former name or former address, if changed since last report.)
Securities to be registered pursuant to Section 12(b) of the Act:
Common Stock Purchase Rights
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(Title of class)
New York Stock Exchange
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(Name of each exchange on which each class
is to be registered)
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 Registrant's Securities to be Registered.
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Item 1 of the Form 8-A is hereby amended so as to read in its entirety
as follows:
On June 23, 1988, BBN Corporation f/k/a Bolt Beranek and Newman Inc.
(the "Company") declared a dividend distribution of one common stock purchase
right (a "Right"; collectively, the "Rights") for every outstanding share of
Common Stock, $1.00 par value (the "Common Stock"), of the Company. The
distribution was payable on July 15, 1988 (the "Dividend Record Date") to
shareholders of record at the close of business on the Dividend Record Date. The
description and terms of the Rights are set forth in a Common Stock Rights
Agreement between the Company and The First National Bank of Boston, as Rights
Agent (the "Rights Agent"), as amended by an Amendment No. 1 to the Common Stock
Rights Agreement dated May 5, 1997 (collectively, the "Rights Agreement"). The
Rights Agreement contemplates the issuance of one Right for every share of
Common Stock issued and outstanding on the Dividend Record Date. The Rights
Agreement also contemplates the issuance of one Right for each share of Common
Stock which is issued on or after the Dividend Record Date and prior to the
Distribution Date (as that term is defined below), subject to the existence on
the date of issuance of such Rights of a sufficient number of shares of Common
Stock which are authorized by the Company's charter but are not outstanding or
reserved for issuance for purposes other than upon exercise of the Rights issued
on such date, to permit the exercise in full of all Rights to be issued on such
date. Each Right entitles the registered holder to purchase from the Company one
share of Common Stock at a price of $90.00 per share (the "Purchase Price"),
subject to adjustment.
Initially, the Rights will attach to all outstanding shares of Common
Stock, and no separate Rights Certificates will be issued. The Rights will
separate from the Common Stock upon the earlier to occur of (i) the date which
is the 10th business day following a public announcement that a person or
affiliates or associates of such person (an "Acquiring Person") has acquired, or
obtained the right to acquire, beneficial ownership (determined as provided in
the Rights Agreement) of 20% or more of the outstanding shares of Common Stock
(the "Stock Acquisition Date"), or (ii) the 10th business day following the
commencement or announcement of an intention to make a tender offer or exchange
offer which would result in a person or its affiliates or associates owning 30%
or more of the outstanding Common Stock (the earlier of such dates being called
the "Distribution Date"). Until the Distribution Date (or earlier redemption or
expiration of the Rights), (i) the Rights will be evidenced by the Common Stock
certificates and will be transferred with and only with such Common Stock
certificates, (ii) new Common Stock certificates issued after the Dividend
Record Date upon transfer or new issuance of the Company's Common Stock will
contain a notation incorporating the Rights Agreement by reference, and (iii)
the surrender for transfer of any of the Company's Common Stock certificates
will also constitute the transfer of the Rights associated with the Common Stock
represented by such certificate. As soon as practicable following the
Distribution Date, if any, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Company's Common Stock
as of the
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close of business on the Distribution Date and such separate Right Certificates
alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on June 23, 1998 (the "Expiration Date").
The Purchase Price payable, and the number of whole or fractional
shares of the Common Stock or other securities or property 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 Common Stock, (ii) upon the grant to holders of the
Common Stock of certain rights or warrants to subscribe for shares of the Common
Stock or convertible securities at less than the current market price of the
Common Stock, or (iii) upon the distribution to holders of the Common Stock of
evidences of indebtedness or assets (excluding regular quarterly cash dividends
out of the earnings or retained earnings of the Company) or of subscription
rights or warrants (other than those referred to above.)
In the event that, at any time following the Stock Acquisition Date,
the Company were acquired in a merger or other business combination (other than
a merger described in the following sentence) or 50% or more of its assets or
earning power were sold, proper provision shall be made so that, except as
described in the last sentence of this paragraph, each holder of a Right shall
thereafter have the right to receive, upon the exercise thereof at the then
current exercise price of the Right, that number of whole or fractional shares
of common stock of the acquiring company (or, in the event of a transfer of
assets or earning power involving more than one acquiring company, the acquiring
company receiving the greatest portion of the assets or earning power
transferred) which at the time of such transaction would have a market value of
two times the exercise price of the Right. In the event that, at any time
following the Distribution Date (but before the events described in the first
sentence), (i) the Company were the surviving corporation in a merger with an
Acquiring Person and its Common Stock were not changed or exchanged, (ii) an
Acquiring Person engages in one of the self-dealing transactions specified in
the Rights Agreement, or (iii) during such time as there is an Acquiring Person,
(A) an event occurs which results in such Acquiring Person's proportionate
ownership interest being increased by more than 1% or (B) there shall be a
reduction in the annual rate of dividends paid on the shares of Common Stock
(except as approved by a majority of the "Continuing Directors"), proper
provision shall be made so that, except as described in the last sentence of
this paragraph, each holder of a Right will thereafter have the right to receive
upon exercise that number of whole or fractional shares of the Common Stock (or,
in certain circumstances, cash, property, or other securities of the Company)
having a market value of two times the exercise price of the Right. The term
"Continuing Directors" is defined in the Rights Agreement as a director of the
Company who is not an affiliate or associate of an Acquiring Person and who was
a member of the Board of Directors of the Company on June 23, 1988 or was
recommended for election by a majority of the Continuing Directors in office at
the time of nomination. Upon the occurrence of any of the events described in
this paragraph (as defined in the Rights Agreement, a "Common Stock Event"),
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any Rights that are, or (under certain circumstances specified in the Rights
Agreement) were, beneficially owned by an Acquiring Person shall immediately
become null and void.
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. The Company is not obligated to issue fractional shares of
any securities and, in lieu thereof, at the election of the Company, an
adjustment in cash may be made based on the market price of such securities on
the last trading date prior to the date of exercise.
At any time prior to the Expiration Date, the Company, by a two-thirds
vote of the Continuing Directors, may redeem the Rights at a redemption price of
$.01 (the "Redemption Price"), as described in the Rights Agreement. Immediately
upon the action of the Continuing Directors of the Company electing to redeem
the Rights, the Company shall make a public announcement thereof, and upon such
election, 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 shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.
While the Company believes that neither the distribution of the Rights
nor the subsequent separation of the Rights on the Distribution Date should be
taxable to stockholders, stockholders may, depending upon the circumstances,
recognize taxable income upon the occurrence of a Common Stock Event. Neither
the distribution of the Rights nor the subsequent separation of the Rights will
be taxable to the Company.
The Rights Agreement may be amended in order to cure any ambiguity, to
make changes which do not adversely affect the interests of holders of Rights,
or to change any time period for redemption under the Rights Agreement. After
the Stock Acquisition Date, amendments require the approval of two-thirds of the
Continuing Directors.
The form of Common Stock Rights Agreement, dated as of June 23, 1988,
between the Company and The First National Bank of Boston, as Rights Agent,
specifying the terms of the Rights (including as exhibits the form of Right
Certificate and the Summary of Rights) is attached as an exhibit to the Form 8-A
filed by the Company on June 23, 1988 and is incorporated herein by reference.
The form of Amendment No.1 to the Common Stock Rights Agreement, dated as of May
5, 1997, between the Company and the Rights Agent, is attached hereto as an
exhibit and is incorporated herein by reference. Such Amendment amends the terms
of the Rights by (a) excluding from the definition of an "Acquiring Person" any
Person who or which, together with all Affiliates, becomes the Beneficial Owner
of 20% or more of the outstanding shares of Common Stock of the Company solely
as a result of the transactions relating to and contemplated by the Agreement
and Plan of Merger dated as of May 5, 1997 by and among the Company, GTE
Corporation and an acquisition subsidiary of GTE Corporation (the "Merger
Agreement"), and (b) amending the definition of "Offer
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Commencement Date" to exclude the date of commencement of, or the first public
announcement of the intent of GTE Corporation or any of its Affiliates acting
pursuant to the terms of the Merger Agreement to commence a tender or exchange
offer if upon consummation thereof GTE Corporation or any of its Affiliates
would be the Beneficial Owner of 30% or more of the then outstanding shares of
Common Stock.
As of May 5, 1997, there were 21,230,097 shares of Common Stock
outstanding. As of May 5, 1997 there were 3,733,729 shares of Common Stock
reserved for issuance upon exercise of outstanding Options (both vested and
unvested); 2,823,000 shares of Common Stock reserved for issuance upon exercise
of the Company's 6% Convertible Subordinated Notes due 2012; and 4,225,000
shares of Common Stock reserved for issuance upon exercise of the Termination
Option as defined in Section 8.2 of the Merger Agreement. As long as the Rights
are attached to the Common Stock, the Company will issue one Right with each
newly issued share of Common Stock, including any such shares which may be
issued pursuant to employee benefit plans and the Company's contractual
commitments, so that all shares of Common Stock outstanding on the Distribution
Date will have attached Rights. As of May 5, 1997, the Company has 21,230,097
Rights outstanding and has reserved 21,230,097 shares of Common Stock for
issuance upon exercise of those Rights.
The Rights may be deemed to have certain anti-takeover effects. The
Rights will cause substantial dilution to a person or its affiliates or
associates that attempts to acquire the Company on terms not approved by the
Continuing Directors, except pursuant to an offer conditioned on a substantial
number of Rights being acquired. The Rights should not interfere with a merger
or other business combination approved by the Continuing Directors, since the
Continuing Directors, by a two-thirds vote, may amend the Rights Agreement or
redeem the Rights as described above.
The foregoing description of the Rights does not purport to be complete
and is qualified in its entirety by reference to such exhibits.
Item 2. Exhibits.
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The following exhibits are filed herewith as set forth in the Exhibit
Index of this Report (or incorporated by reference as indicated below):
1. Common Stock Rights Agreement dated as of June 23, 1988
between the Company and The First National Bank of
Boston, as Rights Agent, incorporated by reference to
Exhibit 1 to the Company's Registration Statement on Form
8-A (Commission File No. 1-6435).
2. Form of Right Certificate, incorporated by reference to
Exhibit 2 to the Company's Registration Statement on Form
8-A (Commission File No. 1-6435).
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3. Summary of Common Stock Purchase Rights, incorporated by
reference to Exhibit 3 to the Company's Registration
Statement on Form 8-A (Commission File No. 1-6435).
4. Amendment No.1 to Common Stock Rights Agreement dated as
of May 5, 1997 between the Company and The First National
Bank of Boston, as Rights Agent.
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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 thereunto duly authorized.
BBN Corporation
Dated: May 12, 1997 By: /s/ Paul F. Brauneis
Paul F. Brauneis
Vice President
and Corporate Controller
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EXHIBIT INDEX
The following designated exhibits are filed herewith:
Exhibit
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1. Amendment No. 1 to Common Stock Rights Agreement dated as of May 5, 1997
between the Company and The First National Bank of Boston, as Rights
Agent.
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Exhibit 1
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Amendment No. 1 to Common Stock Rights Agreement
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This amendment, dated as of May 5, 1997, amends the Common Stock Rights
Agreement dated as of June 23, 1988 (the "Rights Agreement") between BBN
Corporation (the "Company") and The First National Bank of Boston, as Rights
Agent (the "Rights Agent"). Terms defined in the Rights Agreement and not
otherwise defined herein are used herein as so defined.
W I T N E S S E T H
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WHEREAS, on June 23, 1988, the Board of Directors of the Company
authorized the issuance of Rights to purchase, on the terms and subject to the
provisions of the Rights Agreement, one share of the Company's Common Stock; and
WHEREAS, on June 23, 1988, the Board of Directors of the Company
authorized and declared a dividend distribution of one Right for every share of
Common Stock of the Company outstanding on the Dividend Record Date and
authorized the issuance of one Right (subject to certain adjustments) for each
share of Common Stock of the Company issued between the Dividend Record Date and
the Distribution Date; and
WHEREAS, on June 23, 1988, the Company and the Rights Agent entered
into the Rights Agreement to set forth the description and terms of the Rights;
and
WHEREAS, pursuant to Section 26 of the Rights Agreement, the Continuing
Directors now unanimously desire to amend certain provisions of the Rights
Agreement in order to supplement certain provisions therein;
NOW, THEREFORE, the Rights Agreement is hereby amended as follows:
1. Section 1(a) is amended by adding the following at the end
thereof:
"; and, provided, further, that no Person who or which,
together with all Affiliates of such Person, becomes the
Beneficial Owner of 20% or more of the outstanding shares of
Common Stock of the Company solely as a result of the
transactions relating to and contemplated by the Agreement and
Plan of Merger dated as of May 5, 1997 by and among the
Company, GTE Corporation, and an acquisition subsidiary of GTE
Corporation (the "Merger Agreement") shall be deemed an
Acquiring Person for any purpose of this Agreement."
2. Section 1(k) is amended to read in its entirety as follows:
"(k) The term "Offer Commencement Date" shall mean the date of
the commencement of, or the first public announcement of the
intent of any Person,
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other than (i) the Company, (ii) a Wholly Owned Subsidiary of
the Company, (iii) any employee benefit plan of the Company or
of any Wholly Owned Subsidiary of the Company or any Person
organized, appointed, or established by the Company or a
Wholly Owned Subsidiary pursuant to the terms of any such
plan, or (iv) GTE Corporation or any of its Affiliates acting
pursuant to the terms of the Merger Agreement (including any
statement of such intention appearing in any publicly
available document filed with any governmental authority,
other than documents made publicly available as a result of a
subpoena or other legal process) to commence a tender or
exchange offer if upon consummation thereof the Person and
Affiliates thereof would be the Beneficial Owner of 30% or
more of the then outstanding shares of Common Stock (including
any such date which is after the date of this Agreement and
prior to the issuance of the Rights).
2. Except as expressly herein set forth, the remaining
provisions of the Rights Agreements shall remain in
full force and effect.
IN WITNESS WHEREOF, this Amendment No. 1 has been signed to be
effective as of the close of business on this 5th day of May, 1997 by authorized
representatives of each of the Company and the Rights Agent.
BBN Corporation
By: /s/ John Montjoy
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John Montjoy, Senior Vice President
The First National Bank of Boston
By: /s/ Colleen H. Shea
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Colleen H. Shea
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