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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATASCOPE CORP.
(Exact name of registrant as specified in its charter)
Delaware 13-2529596
(State of incorporation or organization) (IRS Employer Identification No.)
14 Philips Parkway, Montvale, New Jersey 07645
(Address of principal executive offices) (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
Rights to Purchase Series A Preferred Stock The Nasdaq Stock Market
Under the Rights Plan
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), check the following box.[ ]
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), check the following box.[ ]
Securities Act registration statement file number to which this form
relates: ___________ (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
On May 16, 2000, the Board of Directors of Datascope Corp., a Delaware
corporation (the "Corporation"), authorized the Corporation to amend its
existing Rights Agreement, dated as of May 22, 1991 (the "Rights Agreement"),
between the Corporation and Continental Stock Transfer & Trust Company (the
"Rights Agent"). The First Amendment to Rights Agreement provides for (i) an
extension of the final expiration date of the Rights Agreement from June 2, 2001
to June 2, 2011 and (ii) a change in the purchase price of the Rights from
$300.00 to $200.00 per one one-thousandth of a share of Series A Preferred
Stock, subject to adjustment.
Item 2. Exhibits.
1. Rights Agreement, dated as of May 22, 1991, between the Corporation and
the Rights Agent (incorporated by reference to Registration Statement on
Form 8-A filed on May 31, 1991 (File No. 00-6516).
2. First Amendment to Rights Agreement, dated as May 24, 2000, by and between
the Corporation and the Rights Agent (filed herewith).
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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, thereto duly authorized.
Dated: May 24, 2000 DATASCOPE CORP.
By: /s/ Murray Pitkowsky
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Name: Murray Pitkowsky
Title: Senior VP and Secretary
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FIRST AMENDMENT TO RIGHTS AGREEMENT
This First Amendment to the Rights Agreement, dated as of May 24, 2000
(this "Amendment"), by and between Datascope Corp., a Delaware corporation (the
"Corporation"), and Continental Stock Transfer & Trust Company (the "Rights
Agent").
W I T N E S S E T H:
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WHEREAS, the Corporation and the Rights Agent entered into a Rights
Agreement dated as of May 22, 1991 (the "Rights Agreement"); and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Corporation
desires to amend the Rights Agreement as set forth below.
NOW THEREFORE, in consideration of the premises and mutual agreements
herein set forth, the parties do hereby agree as follows:
1. Amendments.
(i) Section 7(a) of the Rights Agreement is hereby amended by
deleting "June 2, 2001" from clause (i) thereof and inserting in lieu thereof
"June 2, 2011."
(ii) Section 7(b) of the Rights Agreement is hereby amended to read
in its entirety as follows:
"(b) The Purchase Price of each one one-thousandth of a share of
Preferred Stock pursuant to the exercise of a Right shall initially
be two hundred dollars ($200.00), and shall be subject to adjustment
from time to time as provided in Sections 11 and 13(a) hereof and
shall be payable in accordance with paragraph (c) below."
2. Rights Agreement. Except as set forth in this Amendment, all other
terms and conditions of the Rights Agreement shall remain unchanged and in full
force and effect.
3. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an original
and all of which shall constitute the same instrument.
4. Headings. The headings of the paragraphs herein are included solely for
convenience of reference and shall not control the meaning or interpretation of
any provision of this Amendment.
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IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment
to be executed on its behalf as of the date first above written.
DATASCOPE CORP.
By: /s/ Murray Pitkowsky
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Name: Murray Pitkowsky
Title: Senior VP and Secretary
CONTINENTAL STOCK TRANSFER
& TRUST COMPANY
By: /s/ William F. Seegraber
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Name: William F. Seegraber
Title: Vice President
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