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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
TO
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
Varian Associates, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 94-2359345
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
3050 Hansen Way, Palo Alto, California 94304-1000
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(Address of principal executive offices) (Zip Code)
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If this Form relates to the registration of a If this Form relates to the registration of a
class of debt securities and is effective upon class of debt securities and is to become
filing pursuant to General Instruction A(c)(1) effective simultaneously with the effectiveness
please check the following box. / / of a concurrent registration statement under
the Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following
box: / /
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on
to be registered which each class is registered
- ------------------------------- ------------------------------
Preferred Stock Purchase Rights New York Stock Exchange
Pacific 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 REGISTRANT'S SECURITIES TO BE REGISTERED.
On November 3, 1995, Varian Associates, Inc. (the "Company") entered
into an amendment (the "Second Amendment") to the Rights Agreement, dated as of
August 25, 1986, as amended by the First Amendment to Rights Agreement (the
"First Amendment"), dated as of June 29, 1989 (as amended, the "Rights
Agreement"), between the Company and The First National Bank of Boston, a
national banking association ("Bank of Boston"), as Rights Agent. The Second
Amendment, entered into by and among the Company, Bank of Boston and First
Chicago Trust Company of New York, a New York trust company ("First Chicago"),
amends the Rights Agreement, effective as of 5:00 p.m., P.S.T. on November 3,
1995, to (i) change the Rights Agent under the Rights Agreement from Bank of
Boston to First Chicago and (ii) reflect adjustments previously made under and
in accordance with the Rights Agreement in connection with the two-for-one split
of the common stock, par value $1.00 per share (the "Common Stock"), of the
Company, effected on March 17, 1994 in the form of a 100% stock dividend.
The Rights Agreement establishes the terms of the Preferred Stock
Purchase Rights (the "Rights") which were distributed to holders of record of
the Common Stock on September 3, 1986. The Rights were registered pursuant to
Section 12(b) of the Securities Exchange Act of 1934, as amended, on a
Registration Statement on Form 8-A dated September 2, 1986, as amended by
Amendment No. 1 to Form 8-A dated July 7, 1989 ("Amendment No. 1 to Form 8-A"),
each filed by the Company with the Securities and Exchange Commission (as
amended, the "Form 8-A"). Each Right entitles the registered holder to purchase
from the Company one two- hundredth of a share of Series A Junior Participating
Preferred Stock of the Company (the "Series A Preferred Stock") at a purchase
price of $62.50 per one two-hundredth of a share (the "Exercise Price"), subject
to adjustment.
The Rights will be evidenced by Common Stock certificates until the
"Distribution Date." The Distribution Date means the close of business on the
earlier of (i) the tenth day after (x) any Person (as defined in the Rights
Agreement), together with all Affiliates (as defined in the Rights Agreement)
and Associates (as defined in the Rights Agreement) of such Person, becomes the
beneficial owner of 15% or more of the shares of the Company's Voting Stock (as
defined in the Rights Agreement) then outstanding (an "Acquiring Person");
provided, however, that an Acquiring Person shall not include (A) the Company,
(B) any subsidiary of the Company, (C) any employee benefit plan or employee
stock plan of the Company or of any subsidiary of the Company (clauses (A), (B)
and (C) are collectively referred to as an "Exempt Person"), (D) any Person
whose ownership of 15% or more of the shares of Voting Stock of the Company then
outstanding results from a transaction or transactions approved by the
Continuing Directors (as defined in the Rights Agreement) and effected before
such Person acquires such 15% beneficial ownership, (E) any Person whose
beneficial ownership of shares of Voting Stock of the Company is increased to
15% or more of the shares of Voting Stock of the Company then outstanding solely
by reason of a reduction in the number of issued and outstanding shares of
Voting Stock of the Company pursuant to a transaction or transactions approved
by the Continuing Directors of the Company or (F) any Person whose ownership of
15% or more of the shares of Voting Stock of the Company then outstanding
results from any action or transaction deemed by a resolution of the Continuing
Directors of the Company not
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to cause such Person to become an Acquiring Person which resolution is passed
prior to such Person otherwise becoming an Acquiring Person; and provided
further that in the event such Person does not become an Acquiring Person by
reason of clauses (D), (E) or (F), such Person shall become an Acquiring Person
upon his acquisition of an additional 1% of the Company's Voting Stock (unless
such Person would not become an Acquiring Person by reason of any provision of
the Rights Agreement, including those referred to in clauses (D), (E) and (F));
and (y) a public announcement that an Acquiring Person has become such (the date
of such acquisition and announcement being referred to as the "Stock Acquisition
Date"); or (ii) the tenth day (or such later day as may be determined by action
of the Board of Directors prior to such time as any Person becomes an Acquiring
Person) after the date of the commencement by any Person (other than an Exempt
Person) of, or the first public announcement of the intent of any Person (other
than an Exempt Person) to commence, a tender or exchange offer upon the
successful consummation of which such Person, together with its Affiliates and
Associates, would be the beneficial owner of 30% or more of the then outstanding
shares of Voting Stock of the Company (irrespective of whether any shares are
actually purchased pursuant to such offer).
Until the Distribution Date, the Rights may be transferred only
simultaneously and together with the transfer of the Common Stock and the
surrender for transfer of any certificate for Common Stock shall constitute the
surrender for transfer of the Right associated with the Common Stock evidenced
thereby. 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 at the close of business on August 25, 1996, unless earlier
redeemed by the Company as described below.
The Series A Preferred Stock may not be issued except upon exercise
of the Rights. Each share of Series A Preferred Stock will be entitled to
receive, when, as and if declared, a cash dividend in an amount equal to 100
times the cash dividend declared on the Common Stock and a preferential
quarterly cash dividend of $0.05 per one two-hundredth of a share ($10.00 per
share). In the event of liquidation, the holders of the Series A Preferred Stock
will be entitled to receive a liquidation payment in an amount equal to $0.625
per one two-hundredth of a share ($125.00 per share) plus all accrued and unpaid
dividends or distributions. Each share of Series A Preferred Stock will have 100
votes, voting together with the Common Stock. In the event of any merger,
consolidation or other transaction in which common shares are exchanged, each
share of Series A Preferred Stock will be entitled to receive 200 times the
amount received per share of Common Stock. The rights of the Series A Preferred
Stock as to dividends, liquidation and voting are subject to antidilution
provisions. The Series A Preferred Stock will be nonredeemable.
The number of shares of Series A Preferred Stock issuable upon
exercise of the Rights is subject to certain adjustments from time to time in
the event of a stock dividend on, or a subdivision or combination of, the Common
Stock. The Exercise Price is subject to
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adjustment in the event of extraordinary distributions of cash or other
property to holders of Common Stock.
Fractions of shares of Series A Preferred Stock may, at the election
of the Company, be evidenced by depositary receipts. The Company may also issue
cash in lieu of fractional shares which are not integral multiples of one
two-hundredth of a share of Series A Preferred Stock.
The Rights Agreement provides that, unless the Rights are earlier
redeemed or the transaction is approved by the Continuing Directors, if a Person
or group becomes the beneficial owner of 15% or more of the Company's Voting
Stock, proper provision will be made so that each holder of record of a Right,
other than the Acquiring Person (whose Rights will thereupon become null and
void), will thereafter have the right to receive, upon payment of the Exercise
Price, that number of shares of the Series A Preferred Stock having a market
value at the time of the transaction equal to two times the Exercise Price. In
lieu of issuing shares of Series A Preferred Stock, the Company may, if a
majority of Continuing Directors determines that such action is necessary or
appropriate and not contrary to the interests of the holders of the Rights,
elect to issue or pay, upon the exercise of the Rights, cash, property, shares
of Preferred or Common Stock, or any combination thereof, having an aggregate
fair market value equal to the fair market value of the Series A Preferred Stock
that otherwise would have been issued.
The Rights Agreement further provides that, unless the Rights are
earlier redeemed or the transaction is approved by the Continuing Directors, in
the event that, after the Rights have become exercisable, the Company were to be
acquired in a merger or other business combination (in which any shares of the
Company's Common Stock are changed into or exchanged for other securities or
assets) or more than 50% of the assets or earning power of the Company and its
subsidiaries (taken as a whole) were to be sold or transferred in one or a
series of related transactions, proper provision will be made so that each
holder of record of a Right will thereafter have the right to receive, upon
payment of the Exercise Price, that number of shares of the Common Stock having
a Fair Market Value (as defined in the Rights Agreement) at the time of the
transaction equal to two times the Exercise Price.
At any time on or prior to the close of business on the tenth day
after a Stock Acquisition Date, the Company may redeem the Rights in whole, but
not in part, at a price of $0.05 per Right (the "Redemption Price") if the Board
of Directors of the Company determines in its sole discretion that redemption is
in the best interests of the Company and its stockholders, whether or not (i)
any of the Rights have theretofore been exercised, or (ii) exercise thereof at
the time would be deemed economic or (iii) any of the transactions referred to
in Section 11 or 13 of the Rights Agreement have then been proposed. Immediately
upon the action of the Board of Directors of the Company authorizing 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, as such, will have no rights
as a stockholder of the Company, including, without limitation, the right to
vote or to receive dividends.
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The Rights Agreement provides that the Rights Agreement may be
amended after the Rights become exercisable only with the approval of the
Continuing Directors, provided such directors then constitute a majority of the
Company's Board of Directors.
As of the close of business on November 3, 1995, there were
31,073,392 shares of Common Stock issued and outstanding (and 7,792,916
shares of Common Stock reserved for issuance under the Varian Associates, Inc.
1982 Non-Qualified and Incentive Stock Option Plan, 1985 Employee Stock Purchase
Plan and the Omnibus Stock Plan). As of the close of business on November 3,
1995, there were 31,073,392 Rights outstanding. The Company has reserved 280,000
shares of Series A Preferred Stock for issuance upon exercise of the Rights.
The Rights have certain potential "anti-takeover" effects in that
exercise of the Rights may cause substantial dilution to a person or group who
attempts to acquire the Company on terms not approved by the Continuing
Directors.
The form of Rights Agreement between the Company and Bank of Boston
is attached as Exhibit 1 to the Form 8-A, the First Amendment is attached to
Amendment No. 1 to Form 8-A as Exhibit 2 and the Second Amendment is attached
hereto as Exhibit 3, and each is incorporated herein by reference. 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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Exhibit No. Description
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1 Form of Rights Agreement, dated as of August 25, 1986, between
Varian Associates, Inc. and The First National Bank of Boston
(incorporated by reference to Exhibit 1 to the Company's
Registration Statement on Form 8-A dated September 2, 1986).
2 First Amendment to Rights Agreement, dated as of June 29,
1989, between Varian Associates, Inc. and The First National
Bank of Boston (incorporated by reference to Exhibit 2 to
Amendment No. 1 to the Company's Form 8-A dated July 7, 1989).
3 Second Amendment to Rights Agreement, dated as of November 3,
1995, by and among Varian Associates, Inc., The First National
Bank of Boston and First Chicago Trust Company of New York.
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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 the
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized.
DATE: November 6, 1995 VARIAN ASSOCIATES, INC.
(Registrant)
By: /s/ JOSEPH B. PHAIR
---------------------------------------------
Joseph B. Phair
Vice President, General Counsel and Secretary
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION OF EXHIBIT
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1 Form of Rights Agreement, dated as of August 25, 1986, between
Varian Associates, Inc. and The First National Bank of Boston
(incorporated by reference to Exhibit 1 to the Company's
Registration Statement on Form 8-A dated September 2, 1986).
2 First Amendment to Rights Agreement, dated as of June 29,
1989, between Varian Associates, Inc. and The First National
Bank of Boston (incorporated by reference to Exhibit 2 to
Amendment No. 1 to the Company's Form 8-A dated July 7, 1989).
3 Second Amendment to Rights Agreement, dated as of November 3,
1995, by and among Varian Associates, Inc., The First National
Bank of Boston and First Chicago Trust Company of New York.
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Exhibit 3
SECOND AMENDMENT
TO
RIGHTS AGREEMENT
SECOND AMENDMENT TO RIGHTS AGREEMENT (this "Amendment"), dated as of
November 3, 1995, by and among Varian Associates, Inc., a Delaware corporation
(the "Company"), The First National Bank of Boston, a national banking
association ("Bank of Boston"), and First Chicago Trust Company of New York, a
New York trust company ("First Chicago").
W I T N E S S E T H:
WHEREAS, the Company and Bank of Boston entered into a Rights
Agreement, dated as of August 25, 1986, as amended by the First Amendment to
Rights Agreement, dated as of June 29, 1989 (as so amended, the "Rights
Agreement"), under which Bank of Boston is the Rights Agent (the "Rights
Agent");
WHEREAS, the Board of Directors of the Company deems it desirable to
amend the Rights Agreement pursuant to the provisions of Section 26 of the
Rights Agreement to appoint First Chicago as successor Rights Agent to Bank of
Boston under the Rights Agreement, all upon the terms and subject to the
conditions hereinafter set forth; and
WHEREAS, the Board of Directors of the Company deems it desirable to
further amend the Rights Agreement to reflect adjustments made under the Rights
Agreement in connection with the two-for-one split of the Company's Common Stock
effected on March 17, 1994 in the form of a 100% stock dividend;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
Section 1. Resignation of Rights Agent. Bank of Boston hereby
resigns as Rights Agent under the Rights Agreement, effective as of 5:00 p.m.,
P.S.T., on November 3, 1995, and the Company hereby accepts such resignation.
Section 2. Appointment of Successor Rights Agent. The Company hereby
appoints First Chicago as successor Rights Agent under the Rights Agreement,
effective as of 5:00 p.m., P.S.T., on November 3, 1995, and First Chicago hereby
accepts such appointment.
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Section 3. Amendment of Rights Agreement. Concurrently with the
effectiveness of the appointment of First Chicago as successor Rights Agent, the
Rights Agreement shall be, and hereby is, amended as follows:
(a) The first paragraph of page one of the Rights Agreement is
hereby amended by deleting the name "The First National Bank of Boston, a
national banking association" and substituting in lieu thereof the name "First
Chicago Trust Company of New York, a New York trust company."
(b) Section 1(e) is hereby amended by deleting the words "the
Commonwealth of Massachusetts" and substituting in lieu thereof the words "New
York City."
(c) Section 1(f) is hereby amended by deleting the word "Boston" in
the places it appears and substituting in lieu thereof the words "New York
City."
(d) Section 3(c) of the Rights Agreement is hereby amended by
deleting from the legend set forth therein the words ", as amended by the First
Amendment To Rights Agreement, dated as of , 1989 (as amended, the
"Rights Agreement")," by adding the words "(the "Rights Agreement")" immediately
after "1986" and by adding the following to the end of the legend "The Rights
Agreement was amended on June 29, 1989 by the First Amendment to Rights
Agreement, between Varian Associates, Inc. and the Rights Agent, and was further
amended on November 3, 1995 by the Second Amendment to Rights Agreement, by and
among Varian Associates, Inc., The First National Bank of Boston and First
Chicago Trust Company of New York ("First Chicago"), to provide for the
succession of First Chicago as the sole Rights Agent."; provided, however, that
existing certificates for Common Stock of the Company bearing the legend set
forth in Section 3(c) of the Rights Agreement prior to the effectiveness of the
foregoing amendment which have not been issued may be issued by the Company with
the same effect as if the so amended legend was set forth thereon at the date of
issue.
(e) Sections 4 and 14 of the Rights Agreement are hereby amended by
deleting the words "integral multiples of one-hundredth of a share" where they
appear therein and substituting in lieu thereof the words "integral multiples of
one two-hundredth of a share."
(f) Section 5(b) is hereby amended by deleting the words "Boston,
Massachusetts" and substituting in lieu thereof the words "New York, New York."
(g) Section 7(b) is hereby amended by deleting the first sentence of
such Section and substituting in lieu thereof the following sentence: "The
Exercise Price of $62.50 shall initially be for each one two-hundredth (1/200)
of a share of Preferred Stock issued pursuant to the exercise of a Right."
(h) Section 14 is hereby amended by deleting from the first sentence
thereof the words "one one-hundredth of a share" and substituting in lieu
thereof the words "one two-hundredth of a share."
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(i) Section 21 is hereby amended by adding to the sixth sentence "or
a trust company" after "corporation" and by adding immediately after the last
word of such sentence the following words "or is a wholly-owned subsidiary of
a corporation with a combined capital and surplus of at least $50,000,000."
(j) Section 25 is hereby amended by deleting the following:
The First National Bank
of Boston
50 Morrisey Boulevard
Dorchester, Massachusetts 02125
Attention: Shareholder Services Division
and substitute in lieu thereof the following:
First Chicago Trust Company of New York
525 Washington Boulevard, Suite 4660
Jersey City, New Jersey 07310
Attention: Tenders and Exchanges
(k) Exhibit B to the Rights Agreement is hereby amended by deleting
the first sentence under the legend on page 1 of such Exhibit and substituting
in lieu thereof the following:
This certifies that , or registered
assigns, is the registered owner of the number of Rights set forth
above, each of which entitles the owner thereof, subject to the
terms, provisions and conditions of the Rights Agreement, dated as
of August 25, 1986, as amended by the First Amendment to Rights
Agreement, dated as of June 29, 1989, and by the Second Amendment to
Rights Agreement, dated as of November 3, 1995 (as amended, the
"Rights Agreement"), between Varian Associates, Inc., a Delaware
corporation (the "Company"), and First Chicago Trust Company of New
York, a New York trust company (the "Rights Agent"), to purchase
from the Company at any time after the Distribution Date (as such
term is defined in the Rights Agreement) and prior to 5:00 P.M. New
York City time on August 25, 1996 at the office of the Rights Agent,
or its successors as Rights Agent, designated for such purpose one
two-hundredth (1/200) of a fully paid nonassessable share of the
Series A Junior Participating Preferred Stock ("Preferred Stock") of
the Company at the price of $62.50, as the same may from time to
time be adjusted in accordance with the Rights Agreement (the
"Exercise Price"), upon presentation and surrender of this Right
Certificate with the Form of Election to Exercise fully executed.
(l) Exhibit B to the Rights Agreement is further amended by deleting
the words "THE FIRST NATIONAL BANK OF BOSTON" from the signature block on page 5
and
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substituting in lieu thereof the words "FIRST CHICAGO TRUST COMPANY OF NEW
YORK."
(m) Exhibit B to the Rights Agreement is further amended by deleting
the words "(as such terms are defined in the Rights Agreement between Varian
Associates, Inc. and The First National Bank of Boston, dated as of August 25,
1986, as amended by First Amendment to Rights Agreement, dated as of
, 1989)" each time they appear on pages 7, 9 and 10 and substituting in lieu
thereof the words "(as such terms are defined in the Rights Agreement, dated as
of August 25, 1986, as amended by the First Amendment to Rights Agreement, dated
as of June 29, 1989, and by the Second Amendment to Rights Agreement, dated as
of November 3, 1995, between Varian Associates, Inc. and First Chicago Trust
Company of New York)."
(n) Each reference in the Rights Agreement to "this Agreement," and
each use in the Rights Agreement of terms such as "herein," "hereof" and
"hereunder," shall mean and be a reference to the Rights Agreement as amended
hereby.
Section 4. Representation and Warranty of First Chicago. First
Chicago hereby represents and warrants to the Company that First Chicago meets
each of the minimum requirements for successor Rights Agents set forth in
Section 21 of the Rights Agreement, as amended by this Amendment.
Section 5. Full Force and Effect. Except as specifically provided in
this Amendment, the Rights Agreement shall remain in full force and effect and
shall in no way be amended, modified or affected.
Section 6. Governing Law. The Rights Agreement and this Amendment
shall be deemed to be contracts made under the laws of the State of Delaware and
for all purposes shall be governed by and construed and enforced in accordance
with the laws of such State applicable to contracts to be made and performed
entirely within such state.
Section 7. Definitions. Terms used in this Amendment and not defined
herein shall have the meanings assigned to such terms by the Rights Agreement.
Section 8. Severability. If any term, provision, covenant or
restriction of this Amendment is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Amendment, and of the
Rights Agreement, shall remain in full force and effect and shall in no way be
affected, impaired or invalidated.
Section 9. Counterparts. This Amendment 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
one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by officers thereof thereunto duly authorized, all as of the
day and year first above written.
VARIAN ASSOCIATES, INC.
By: /s/ JOSEPH B. PHAIR
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Name: Joseph B. Phair
Title: Vice President, General
Counsel and Secretary
THE FIRST NATIONAL BANK OF BOSTON
By: /s/ GEOFFREY D. ANDERSON
-------------------------------------
Name: Geoffrey D. Anderson
Title: Senior Account Manager
FIRST CHICAGO TRUST COMPANY OF NEW YORK,
as Rights Agent
By: /s/ THOMAS A. FERRARI
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Name: Thomas A. Ferrari
Title: Vice President
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