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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20569
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (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 or organization) (IRS Employer
Identification No.)
3050 Hansen Way
Palo Alto, CA 94304-1000
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(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [X]
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [_]
Securities Act registration statement file number to which this form relates:
N/A
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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Preferred Stock Purchase Rights Pacific 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.
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On November 20, 1998, the Board of Directors of Varian Associates,
Inc., a Delaware corporation (the "Company"), declared a dividend of one right
(a "Right") for each outstanding share of common stock, par value $1 per share
("Common Stock"), of the Company held of record at the close of business on
December 4, 1998 (the "Record Time"), or issued thereafter and prior to the
Separation Time (as hereinafter defined) and thereafter pursuant to options and
convertible or exchangeable securities outstanding at the Separation Time. The
Rights will be issued pursuant to a Rights Agreement, dated as of November 20,
1998 (the "Rights Agreement"), between the Company and First Chicago Trust
Company of New York, as Rights Agent (the "Rights Agent"). Each Right entitles
its registered holder to purchase from the Company, after the Separation Time,
one one-thousandth of a share of Participating Preferred Stock, par value $1 per
share ("Preferred Stock"), for $180.00 (the "Exercise Price"), subject to
adjustment. The Preferred Stock is designed so that each one one-thousandth of
a share of Preferred Stock has economic and voting terms similar to those of one
share of Common Stock.
The Rights will be evidenced by the Common Stock certificates
until the close of business on the earlier of (either, the "Separation Time")
(i) the tenth business day (or such later date as the Board of Directors of the
Company may from time to time fix by resolution adopted prior to the Separation
Time that would otherwise have occurred) after the date on which any Person (as
defined in the Rights Agreement) commences a tender or exchange offer which, if
consummated, would result in such Person's becoming an Acquiring Person, as
defined below, and (ii) the first date (the "Flip-in Date") of public
announcement by the Company or an Acquiring Person that a Person has become an
Acquiring Person; provided that if the foregoing results in the Separation Time
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being prior to the Record Time, the Separation Time shall be the Record Time;
and provided further that if a tender or exchange offer referred to in clause
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(i) is cancelled, terminated or otherwise withdrawn prior to the Separation Time
without the purchase of any shares of stock pursuant thereto, such offer shall
be deemed never to have been made.
An Acquiring Person is any Person having Beneficial Ownership (as
defined in the Rights Agreement) of 15% or more of the outstanding shares of
Voting Stock, which term shall not include (i) the Company, any wholly-owned
subsidiary of the Company or any employee stock ownership or other employee
benefit plan of the Company or any wholly-owned subsidiary of the Company, (ii)
any person who is the Beneficial Owner of 15% or more of the outstanding Voting
Stock as of the date of the Rights Agreement or who shall become the Beneficial
Owner of 15% or more of the outstanding Voting Stock solely as a result of an
acquisition of Voting Stock by the Company, until such time as such Person
acquires additional Voting Stock, other than through a dividend or stock split,
or (iii) any Person who Beneficially Owns shares of Voting Stock consisting
solely of (A) shares of Voting Stock acquired pursuant to the grant or exercise
of an option granted by the Company in connection with an agreement to merge
with, or acquire, the Company at a time at which there is no Acquiring Person,
(B) shares of Voting Stock owned by such Person and its Affiliates and
Associates at the time of such grant and (C) shares of Voting Stock, amounting
to less than 1% of the outstanding Voting Stock, acquired by Affiliates and
Associates of such Person after the time of such grant. Notwithstanding the
foregoing, if the Board of Directors of the Company determines in good faith
that a Person who would otherwise be an "Acquiring Person," as defined pursuant
to the foregoing, has become such inadvertently, and such Person divests as
promptly as practicable a
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sufficient number of shares of Common Stock so that such Person would no longer
be an "Acquiring Person," as defined pursuant to such foregoing, then such
Person shall not be deemed to be an "Acquiring Person" for any purposes of the
Rights Agreement. "Voting Stock" means shares of capital stock of the Company
entitled to vote generally in the election of directors.
The Rights Agreement provides that, until the Separation Time, the
Rights will be transferred with and only with the Common Stock. Common Stock
certificates issued after the Record Time but prior to the Separation Time shall
evidence one Right for each share of Common Stock represented thereby and shall
contain a legend incorporating by reference the terms of the Rights Agreement
(as such may be amended from time to time). Notwithstanding the absence of the
legend, certificates evidencing shares of Common Stock outstanding at the Record
Time shall also evidence one Right for each share of Common Stock evidenced
thereby. Promptly following the Separation Time, separate certificates
evidencing the Rights ("Rights Certificates") will be mailed to holders of
record of Common Stock at the Separation Time.
The Rights will not be exercisable until the Business Day (as
defined in the Rights Agreement) following the Separation Time. The Rights will
expire on the earliest of (i) the Exchange Time (as defined below), (ii) the
close of business on December 4, 2008, (iii) the date on which the Rights are
redeemed as described below and (iv) upon the merger of the Company into another
corporation pursuant to an agreement entered into when there is no Acquiring
Person (in any such case, the "Expiration Time").
The Exercise Price and the number of Rights outstanding, or in
certain circumstances the securities purchasable upon exercise of the Rights,
are subject to adjustment from time to time to prevent dilution in the event of
a Common Stock dividend on, or a subdivision or a combination into a smaller
number of shares of, Common Stock, or the issuance or distribution of any
securities or assets in respect of, in lieu of or in exchange for Common Stock.
In the event that prior to the Expiration Time a Flip-in Date
occurs, the Company shall take such action as shall be necessary to ensure and
provide that each Right (other than Rights Beneficially Owned by the Acquiring
Person or any affiliate or associate thereof, which Rights shall become void)
shall constitute the right to purchase from the Company, upon the exercise
thereof in accordance with the terms of the Rights Agreement, that number of
shares of Common Stock or Preferred Stock of the Company having an aggregate
Market Price (as defined in the Rights Agreement), on the date of the public
announcement of an Acquiring Person's becoming such (the "Stock Acquisition
Date") that gave rise to the Flip-in Date, equal to twice the Exercise Price for
an amount in cash equal to the then current Exercise Price.
In addition, the Board of Directors of the Company may, at its
option, at any time after a Flip-in Date and prior to the time that an Acquiring
Person becomes the Beneficial Owner of more than 50% of the outstanding shares
of Voting Stock, elect to exchange all or part of the then outstanding Rights
(other than Rights Beneficially Owned by the Acquiring Person or any affiliate
or associate thereof, which Rights become void) for shares of Common Stock at an
exchange ratio of one share of Common Stock per Right, appropriately adjusted to
reflect any stock split, stock dividend or similar transaction occurring after
the date of the Separation Time (the "Exchange Ratio"). Immediately upon such
action by the Board of Directors (the
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"Exchange Time"), the right to exercise the Rights will terminate and each Right
will thereafter represent only the right to receive a number of shares of Common
Stock equal to the Exchange Ratio.
Whenever the Company shall become obligated to issue shares of
Common Stock upon exercise of or in exchange for Rights, the Company, at its
option, may substitute therefor shares of Preferred Stock, at a ratio of one
one-thousandth of a share of Preferred Stock for each share of Common Stock so
issuable.
In the event that prior to the Expiration Time the Company enters
into, consummates or permits to occur a transaction or series of transactions
after the time an Acquiring Person has become such in which, directly or
indirectly, (i) the Company shall consolidate or merge or participate in a
binding share exchange with any other Person if, at the time of the
consolidation, merger or share exchange or at the time the Company enters into
an agreement with respect to such consolidation, merger or share exchange, the
Acquiring Person controls the Board of Directors of the Company, or (ii) the
Company shall sell or otherwise transfer (or one or more of its subsidiaries
shall sell or otherwise transfer) directly or by sale of stock, assets or
control of assets (A) aggregating more than 50% of the assets (measured by
either book value or fair market value) as of the end of the most recently
completed fiscal year or (B) generating more than 50% of the operating income or
cash flow during the most recently completed fiscal year, of the Company and its
subsidiaries (taken as a whole) to any other Person (other than the Company or
one or more of its wholly owned subsidiaries) or to two or more such Persons
which are affiliated or otherwise acting in concert, if, at the time of such
sale or transfer of assets or at the time the Company (or any such subsidiary)
enters into an agreement with respect to such sale or transfer, the Acquiring
Person controls the Board of Directors of the Company, then any such
transactions or events shall constitute a "Flip-over Transaction or Event" under
the Rights Agreement.
The Company shall take such action as shall be necessary to
ensure, and shall not enter into, consummate or permit to occur, such Flip-over
Transaction or Event until it shall have duly entered into a binding and
enforceable supplemental agreement with the Person engaging in such Flip-over
Transaction or Event or the parent corporation thereof (the "Flip-over Entity"),
for the benefit of the holders of the Rights, providing, that upon consummation
or occurrence of the Flip-over Transaction or Event (i) each Right shall
thereafter constitute the right to purchase from the Flip-over Entity, upon
exercise thereof in accordance with the terms of the Rights Agreement, that
number of shares of common stock of the Flip-over Entity having an aggregate
Market Price on the date of consummation or occurrence of such Flip-over
Transaction or Event equal to twice the Exercise Price for an amount in cash
equal to the then current Exercise Price and (ii) the Flip-over Entity shall
thereafter be liable for, and shall assume, by virtue of such Flip-over
Transaction or Event and such supplemental agreement, all the obligations and
duties of the Company pursuant to the Rights Agreement, but the Company's
obligations under the Rights Agreement will not be discharged and will continue
in full. For purposes of the foregoing description, the term "Acquiring Person"
shall include any Acquiring Person and its Affiliates and Associates and others
with whom it is acting in concert counted together as a single Person.
The Board of Directors of the Company may, at its option, at any
time prior to the close of business on the Flip-in Date, redeem all (but not
less than all) the then outstanding
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Rights at a price of $0.001 per Right (the "Redemption Price"), as provided in
the Rights Agreement. Immediately upon the action of the Board of Directors of
the Company electing to redeem the Rights, without any further action and
without any notice, the right to exercise the Rights will terminate and each
Right will thereafter represent only the right to receive the Redemption Price
in cash for each Right so held.
The holders of Rights will, solely by reason of their ownership of
Rights, have no rights as stockholders of the Company, including without
limitation, the right to vote or to receive dividends.
The Rights have certain anti-takeover effects and can cause
substantial dilution to a person or group that acquires 15% of more of the
Common Stock on terms not approved by the Board of Directors of the Company.
The Rights should not, however, interfere with any merger or other business
combination that the Board finds to be in the best interests of the Company and
its stockholders because the Rights can be redeemed by the Board on or prior to
the close of business on the Flip-in Date, before the consummation of such
transaction.
As of November 19, 1998, there were approximately 29,892,426
shares of Common Stock issued and outstanding. As long as the Rights are
attached to the Common Stock, the Company will issue one Right with each new
share of Common Stock so that all such shares will have Rights attached.
The Rights Agreement, the forms of Rights Certificate and Election
to Exercise and the form of Certificate of Designation and Terms of the
Participating Preferred Stock are attached hereto as exhibits and are
incorporated herein by reference. The foregoing description of the Rights 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) Rights Agreement, dated as of November 20, 1998 (the
"Rights Agreement"), between Varian Associates, Inc. and
First Chicago Trust Company of New York, as Rights
Agent, including the forms of Rights Certificate and of
Election to Exercise, attached as Exhibit A to the
Rights Agreement, and the form of Certificate of
Designation and Terms of Participating Preferred Stock
of the Company, attached as Exhibit B to the Rights
Agreement (incorporated by reference to Exhibit (1) to
Registrant's Registration Statement on Form 8-A dated
November 23, 1998).
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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.
VARIAN ASSOCIATES, INC.
By: /s/ Joseph B. Phair
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Name: Joseph B. Phair
Title: Vice President, General Counsel
and Secretary
Dated: November 23, 1998
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EXHIBIT INDEX
Exhibit No. Description
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(1) Rights Agreement, dated as of November 20, 1998 (the
"Rights Agreement"), between Varian Associates, Inc. and
First Chicago Trust Company of New York, as Rights
Agent, including the forms of Rights Certificate and of
Election to Exercise, attached as Exhibit A to the
Rights Agreement and the form of Certificate of
Designation and Terms of Participating Preferred Stock
of the Company, attached as Exhibit B to the Rights
Agreement (incorporated by reference to Exhibit (1) to
Registrant's Registration Statement on Form 8-A dated
November 23, 1998).
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