<PAGE> 1
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 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BOWNE & CO., INC.
------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 13-2618477
(State of incorporation (I.R.S. employer
or organization) identification no.)
345 HUDSON STREET
NEW YORK, NEW YORK 10014
- ------------------------------------ ------------------------------------
(Address of principal executive offices) (zip code)
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(b) OF THE ACT:
<TABLE>
<CAPTION>
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------- ------------------------------
<S> <C>
Common Stock, par value $.01 per Share American Stock Exchange
Preferred Share Purchase Rights American Stock Exchange
</TABLE>
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
------------------------------------------------------------------------------
(Title of Class)
Page 1 of 6
<PAGE> 2
ITEM 1: DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Bowne & Co., Inc., a Delaware corporation (the "Company" or
"Bowne--Delaware"), is authorized to issue two classes of capital stock: Common
Stock, par value one cent ($.01) per share (the "Common Stock"), of which
60,000,000 shares are authorized; and Preferred Stock issuable in series, par
value one cent ($.01) per share (herein referred to as the "Preferred Stock"),
of which 1,000,000 shares are authorized. As of June 23, 1998, 18,410,983
shares of Common Stock were issued and outstanding and no shares of Preferred
Stock were issued or outstanding. The following is a brief summary of the
provisions of the Common Stock and certain information relative to the Preferred
Stock.
Common Stock, par value $.01 per Share
Dividends; Voting Rights; Election of Directors. Dividends may be paid on
the Common Stock at the discretion of the Board of Directors of the Company out
of any funds of the Company legally available therefor after provision for
dividends payable on the Preferred Stock, if any, as the Board of Directors may
fix. Each holder of Common Stock is entitled to one vote for every share of
Common Stock outstanding in his name on the stock register of the Company. The
Board of Directors of the Company, which is elected by the stockholders, is
divided into three classes, with each class being as nearly equal in number as
possible and with the three classes being elected in successive years. Each
director is elected to serve for a term of three years or until his successor is
elected and qualifies. Each class currently consists of three directors. The
holders of Common Stock have non-cumulative voting rights, which means that,
until any series of Preferred Stock is issued, the holders of more than 50% of
the stock voting for the election of directors can over a period of three years
elect all of the directors if they choose to do so and, in such event, the
holders of the less than 50% of the stock remaining will not be able to elect
any person or persons as directors.
Liquidation Rights. Upon any distribution of the assets of the Company,
the holders of the Common Stock are entitled to distribution of all assets of
the Company remaining after the holders of each series of the Preferred Stock
have been paid the preference or redemption price for their shares, if any,
fixed by the Board of Directors of the Company at the time of the issuance of
such series of Preferred Stock.
Other Provisions. No shares of the Common Stock of the Company are liable
to any further calls or assessment or to any sinking fund provisions, preemptive
rights, conversion rights or redemption provisions.
Preferred Stock. The Board of Directors of the Company is authorized,
without further action by the stockholders, to designate the terms, limitations,
relative rights and preferences of, and to issue, series of Preferred Stock.
Such series may be superior to the Common Stock as to dividends, distributions
of assets (upon liquidation or otherwise), voting rights and sinking fund
provisions, and may be convertible into shares of any other series or class of
stock, including the Common Stock of the Company, if the Board of Directors so
determines. No shares of Preferred Stock will be entitled to any preemptive
rights.
Transfer Agent and Registrar. The Transfer Agent and Registrar for the
Common Stock is The Bank of New York.
Page 2 of 6
<PAGE> 3
Preferred Share Purchase Rights
On June 19, 1998 the Board of Directors of Bowne--Delaware authorized and
directed that one preferred share purchase right (a "Right") be issued with each
share of Common Stock, issued in the merger (the "Merger") of Bowne & Co., Inc.,
a New York corporation ("Bowne--New York") into the Company pursuant to the
Agreement and Plan of Merger, dated June 19, 1998, between the Company and
Bowne--New York. Each Right entitles the registered holder to purchase from the
Company one one-thousandth of a share of Series B Junior Participating Preferred
Stock, par value $.01 per share (the "Series B Preferred Stock") of the Company
at a price of $125 per one one-thousandth of a share of Series B Preferred Stock
(the "Purchase Price"), subject to adjustment. The description and terms of the
Rights are set forth in a Rights Agreement dated as of June 19, 1998, as the
same may be amended from time to time (the "Rights Agreement"), between the
Company and The Bank of New York, as Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) 10 days following a public announcement
that a person or group of affiliated or associated persons (with certain
exceptions an "Acquiring Person") have acquired beneficial ownership of 20% or
more of the outstanding shares of Common Stock or (ii) 10 business days (or such
later date as may be determined by action of the Board of Directors prior to
such time as any person or group of affiliated persons becomes an Acquiring
Person) following the commencement of, or announcement of an intention to make,
a tender offer or exchange offer the consummation of which would result in the
beneficial ownership by a person or group of 20% or more of the outstanding
shares of Common Stock (the earlier of such dates being called the "Distribution
Date"), the Rights will be evidenced with respect to any Old Certificates (as
defined below) outstanding as of the effective time of the Merger, by such Old
Certificates together with a copy of the Summary of Rights substantially in the
form of Exhibit C to the Rights Agreement (the "Summary of Rights") or by such
new certificates issued or exchanged in connection with the Merger, as the case
may be.
The Rights Agreement provides that, until the Distribution Date (or
earlier redemption or expiration of the Rights), the Rights will be transferred
with and only with the Common Stock. Following the Merger and until the
Distribution Date (or earlier redemption or expiration of the Rights),
certificates issued by the Company representing shares of Common Stock (whether
in exchange for certificates of Bowne--New York (the "Old Certificates") or
otherwise) will contain a notation incorporating the Rights Agreement by
reference. After the Merger and until the Distribution Date (or earlier
redemption or expiration of the Rights), the Rights associated with the shares
of Common Stock issued in the Merger and represented by Old Certificates will,
until such Old Certificates are exchanged or new certificates for Common Stock
are issued by the Company, be evidenced by such Old Certificates registered in
the names of the holders thereof together with the Summary of Rights. Until the
Distribution Date (or earlier redemption or expiration of the Rights), the
surrender for transfer of any certificates for shares of Common Stock (including
Old Certificates), even without such notation or a copy of the Summary of
Rights, will also constitute the transfer of the Rights associated with the
shares of Common Stock 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 Stock
as of the 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 January 30, 2007 (the "Final Expiration Date"), unless the Final
Expiration Date is advanced or extended or unless the Rights are earlier
redeemed or exchanged by the Company, in each case as described below.
The Purchase Price payable, and the number of shares of Series B Preferred
Stock or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time
Page 3 of 6
<PAGE> 4
to prevent dilution (i) in the event of a stock dividend on, or a subdivision,
combination or reclassification of, the Series B Preferred Stock, (ii) upon the
grant to holders of the Series B Preferred Stock of certain rights or warrants
to subscribe for or purchase Series B Preferred Stock at a price, or securities
convertible into Series B Preferred Stock with a conversion price, less than the
then-current market price of the Series B Preferred Stock or (iii) upon the
distribution to holders of the Series B Preferred Stock of evidences of
indebtedness or assets (excluding regular periodic cash dividends or dividends
payable in Series B Preferred Stock) or of subscription rights or warrants
(other than those referred to above).
The Rights are also subject to adjustment in the event of a stock dividend
on the Common Stock payable in shares of Common Stock or subdivisions,
consolidations or combinations of the Common Stock occurring, in any such case,
prior to the Distribution Date.
Shares of Series B Preferred Stock purchasable upon exercise of the Rights
will not be redeemable. Each share of Series B Preferred Stock will be entitled,
when, as and if declared, to a minimum preferential quarterly dividend payment
of $100 per share but will be entitled to an aggregate dividend of 1000 times
the dividend declared per share of Common Stock. In the event of liquidation,
dissolution or winding up of the Company, the holders of the Series B Preferred
Stock will be entitled to a minimum preferential liquidation payment of $100 per
share (plus any accrued but unpaid dividends) but will be entitled to an
aggregate payment of 1000 times the payment made per share of Common Stock. Each
share of Series B Preferred Stock will have 1000 votes, voting together with the
Common Stock. Finally, in the event of any merger, consolidation or other
transaction in which shares of Common Stock are converted or exchanged, each
share of Series B Preferred Stock will be entitled to receive 1000 times the
amount received per share of Common Stock. These rights are protected by
customary antidilution provisions.
Because of the nature of the Series B Preferred Stock's dividend,
liquidation and voting rights, the value of the one one-thousandth interest in a
share of Series B Preferred Stock purchasable upon exercise of each Right should
approximate the value of one share of Common Stock.
In the event that any person or group of affiliated or associated persons
becomes an Acquiring Person, each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will thereupon become void),
will thereafter have the right to receive upon exercise of a Right and payment
of the Purchase Price, that number of shares of Common Stock having a market
value of two times the Purchase Price.
In the event that, after a person or group has become an Acquiring Person,
the Company is acquired in a merger or other business combination transaction or
50% or more of its consolidated assets or earning power are sold, proper
provision will be made so that each holder of a Right (other than Rights
beneficially owned by an Acquiring Person which will have become void) will
thereafter have the right to receive, upon the exercise thereof at the then
current exercise price of the Right, that number of shares of common stock of
the person with whom the Company has engaged in the foregoing transaction (or
its parent), which number of shares at the time of such transaction will have a
market value of two times the Purchase Price.
At any time after any person or group becomes an Acquiring Person and
prior to the acquisition by such person or group of 50% or more of the
outstanding shares of Common Stock or the occurrence of an event described in
the prior paragraph, the Board of Directors of the Company
Page 4 of 6
<PAGE> 5
may exchange the Rights (other than Rights owned by such person or group which
will have become void), in whole or in part, at an exchange ratio of one share
of Common Stock, or a fractional share of Series B Preferred Stock (or of a
share of a class or series of the Company's preferred stock having similar
rights, preferences and privileges) of equivalent value, per Right (subject to
adjustment).
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 shares of Series B Preferred Stock will be
issued (other than fractions which are integral multiples of one one-thousandth
of a share of Series B Preferred Stock, which may, at the election of the
Company, be evidenced by depositary receipts) and in lieu thereof, an adjustment
in cash will be made based on the market price of the Series B Preferred Stock
on the last trading day prior to the date of exercise.
At any time prior to the time an Acquiring Person becomes such, the Board
of Directors of the Company may redeem the Rights in whole, but not in part, at
a price of $.01 per Right (the "Redemption Price"). The redemption of the Rights
may be made effective at such time, on such basis and with such conditions as
the Board of Directors in its sole discretion may establish. Immediately upon
any 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.
For so long as the Rights are then redeemable, the Company may, except
with respect to the redemption price, amend the Rights in any manner. After the
Rights are no longer redeemable, the Company may, except with respect to the
redemption price, amend the Rights in any manner that does not adversely affect
the interests of holders of the Rights.
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.
A copy of the Rights Agreement has been filed as an exhibit to the
Company's Current Report on Form 8-K dated June 24, 1998 and is incorporated
herein by reference. A copy of the Rights Agreement is available free of charge
from the Company. This description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights Agreement,
as the same may be amended from time to time, which is hereby incorporated
herein by reference.
ITEM 2: EXHIBITS.
1. Certificate of Incorporation of the Company (filed in Delaware
on June 19, 1998) (filed as Exhibit 2 to Company's Current
Report on Form 8-K filed on June 24, 1998 (the "Form 8-K") and
incorporated herein by reference).
2. Certificate of Designations of the Company (filed in Delaware
on June 19, 1998) (filed as Exhibit 3 to the Form 8-K and
incorporated herein by reference).
3. By-Laws of the Company (adopted June 19, 1998)(filed as
Exhibit 4 to the Form 8-K and incorporated herein by
reference).
4. Rights Agreement, dated as of June 19, 1998, between the
Company and The Bank of New York, which includes the
Certificate of Designations for the Series B Junior
Participating Preferred Stock as Exhibit A, the form of Right
Certificate as Exhibit B and the Summary of Rights to Purchase
Preferred Shares as Exhibit C (filed as Exhibit 5 to Form
8-K and incorporated herein by reference).
Page 5 of 6
<PAGE> 6
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.
BOWNE & CO., INC.
Date: June 24, 1998 By: /s/ DOUGLAS F. BAUER
---------------------
Name: Douglas F. Bauer
Title: Counsel and Corporate Secretary
Page 6 of 6
<PAGE> 7
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
1. Certificate of Incorporation of the Company (filed in Delaware
on June 19, 1998) (filed as Exhibit 2 to the Company's Current
Report on Form 8-K dated June 24, 1998 (the "Form 8-K") and
incorporated herein by reference).
2. Certificate of Designations of the Company (filed in Delaware
on June 19, 1998) (filed as Exhibit 3 to the form 8-K and
incorporated herein by reference).
3. By-Laws of the Company (adopted June 19, 1998) (filed as
Exhibit 4 to the Form 8-K and incorporated herein by
reference).
4. Rights Agreement, dated as of June 19, 1998, between the Company
and The Bank of New York, which includes the Certificate of
Designations for the Series B Junior Participating Preferred
Stock as Exhibit A, the form of Right Certificate as Exhibit B
and the Summary of Rights to Purchase Preferred Shares as
Exhibit C (filed as Exhibit 5 to the Form 8-K and incorporated
herein by reference).
