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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
THE DEXTER CORPORATION
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(Exact name of registrant as specified in its charter)
Connecticut 06-0321410
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(State of incorporation or organization) (I.R.S. Employer ID No.)
One Elm Street, Windsor Locks, Connecticut 06096
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(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
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Rights to Purchase Depositary New York Stock Exchange
Preferred Stock
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(g) of the Act:
None
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(Title of Class)
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The Undersigned registrant hereby amends the following items and
exhibits of its Registration Statement on Form 8-A, dated November 10, 1986, as
amended, as set forth below:
1. ITEM 1. "Description of Securities to be Registered" is
hereby amended to read in its entirety as follows:
On October 24, 1986, the Board of Directors of The Dexter
Corporation (the "Company") declared a dividend distribution of one
Right (a "Right") for each outstanding share of common stock, having a
par value of $1 per share (the "Common Stock"), of the Company to
shareholders of record at the close of business on November 17, 1986
(the "Record Date"). Each Right entitles the registered holder to
purchase from the Company a unit consisting of a depositary receipt
exchangeable for one two-hundredth of a share (a "Unit") of Series A
Junior Participating Preferred Stock, without par value (the
"Preferred Stock"), at a price of $60 per Unit (the "Purchase Price"),
subject to adjustment. The Purchase Price shall be paid, at the
option of the holder, in cash or shares of Common Stock having an
equivalent value. The description and terms of the Rights are set
forth in a Rights Agreement dated November 5, 1986, as amended, (the
"Rights Agreement") between the Company and Mellon Bank, N.A. (the
"Rights Agent").
Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate
Right certificates will be distributed. Until the earlier to occur of
(i) the tenth calendar day (or such later date as may be specified by
a majority of the directors then in office) following a public
announcement that a person or group of affiliated or associated
persons (an "Acquiring Person") has acquired beneficial ownership of
20% or more of the outstanding shares of Common Stock (the "Stock
Acquisition Date"), or (ii) the tenth calendar day (or such later date
as may be specified by a majority of the directors then in office)
following the commencement of a tender offer or exchange offer for 20%
or more of such outstanding shares of Common Stock (the earlier of
such dates being called the "Distribution Date"), the Rights will be
evidenced, with respect to any of the Common stock certificates
outstanding as of the Record Date, by such Common Stock certificates.
The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with and only with Common Stock
certificates. Until the Distribution Date (or earlier redemption or
expiration of the Rights), new Common Stock certificates issued after
the Record Date upon transfer or new issuance of the Common Stock will
contain a notation incorporating the Rights Agreement by reference.
Until the Distribution Date (or earlier redemption or expiration of
the Rights), the surrender for transfer of any certificates for Common
Stock outstanding as of the Record Date will also constitute the
transfer of the Rights associated with the Common Stock represented by
such certificate. As soon as practicable following the Distribution
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Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Common Stock
and thereafter such separate Rights Certificates alone will evidence
the Rights.
The Rights are not exercisable until the Distribution Date and
will expire at the close of business on November 17, 1996, unless
earlier redeemed by the Company as described below.
In the event that, at any time following the Distribution
Date, (i) a person acquires beneficial ownership of 20% or more of the
Common Stock of the Company, (ii) the Company is the surviving or
continuing corporation in a merger or consolidation with an Acquiring
Person and the Common Stock of the Company is not changed or
exchanged, or (iii) an Acquiring Person engages in one of a number of
self-dealing transactions specified in the Rights Agreement, each
holder of a Right, other than Rights that are or were beneficially
owned by the Acquiring Person (which will thereafter be void), will
thereafter have the right to receive, upon exercise thereof at the
then current exercise price of the Right, Common Stock (or, in certain
circumstances, cash, property or other securities of the Company)
having a value equal to two times the exercise price of the Right,
subject to adjustment.
In the event that, at any time following the Distribution
Date, (i) the Company engages in a merger or consolidation with an
Acquiring Person in which the Company is not the surviving or
continuing corporation, (ii) the Company engages in a merger or
consolidation with an Acquiring Person in which the Company is the
surviving or continuing corporation, but in which its Common Stock is
changed or exchanged, or (iii) 50% or more of the Company's assets or
earning power is sold or transferred to an Acquiring Person, each
holder of a Right, other than Rights that are or were beneficially
owned by the Acquiring Person (which will thereafter be void), will
thereafter have the right to receive, upon exercise thereof at the
then current exercise price of the Right, Common Stock (or under
certain circumstances, an economically equivalent security or
securities) of the surviving, resulting or acquiring person having a
value equal to two (2) times the exercise price of the Right, subject
to adjustment.
The Purchase Price payable, and the number of depositary
receipts 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 Preferred Stock or the Common
Stock, as the case may be, (ii) upon the grant to holders of the
Preferred Stock or Common stock, as the case may be, of certain
rights, options or warrants to subscribe for Preferred Stock or Common
Stock, as the case may be, or convertible securities at less than the
current market price of the Preferred Stock or Common Stock, as the
case may be, or (iii) upon the distribution to holders of the
Preferred Stock or Common Stock of evidences of indebtedness or
assets,
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cash (excluding regular periodic cash dividends at a rate not in
excess of 125% of the rate of the last cash dividend theretofore
paid), stock (excluding dividends payable in shares of Preferred Stock
or Common Stock, as the case may be) or of subscription rights,
options or warrants (other than those referred to above).
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an adjustment of
a least 1% in such Purchase Price. No fractional Units or shares of
Preferred Stock will be issued and, in lieu thereof, an adjustment in
cash will be made based on the market price of the Preferred Stock on
the last trading date prior to the date of exercise.
At any time prior to the tenth day following the Stock
Acquisition Date (which ten-day period may be extended through the
thirtieth day following the Stock Acquisition Date by action of a
majority of the directors of the Company taken prior to the close of
business on the tenth day following the Stock Acquisition Date), or,
under certain circumstances upon a merger or consolidation with, or
sale of assets of the Company to, a person which is not an Acquiring
Person, the Company may redeem the Rights in whole, but not in part,
at a price of $.05 per Right (the "Redemption Price"). Immediately
upon the action of the Board of Directors of the Company ordering
redemption of the Rights, the Rights will terminate and the only right
of the holders of Rights will be to receive the Redemption Price. The
Company will give notice of such redemption to the holders of the then
outstanding Rights by mailing such notice to all such holders at each
holder's last address as it appears upon the registry books of the
Rights Agent.
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.
Other than those provisions relating to the principal economic
terms of the Rights, any of the provisions of the Rights Agreement may
be amended by the Board of Directors of the Company prior to the
Distribution Date. Thereafter, but prior to the period during which
the Rights shall be redeemable as described above, the provisions of
the Rights Agreement may be amended by the Board of Directors of the
Company, provided that the amendment does not adversely affect the
interests of holders of Rights.
As of October 24, 1986, there were 24,875,865 shares of Common
Stock outstanding and no shares in the treasury. As of October 24,
1986, there were 752,062 shares of Common Stock reserved for issuance
pursuant to the Company's employee benefit plans. Each outstanding
share of Common Stock on November 17, 1986 received one Right. As
long as the Rights are attached to the Common Stock, the Company will
issue one Right for each share of Common
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Stock issued between the Record Date and the Distribution Date so that
all such shares will have attached Rights. 250,000 shares of
Preferred Stock have been reserved for issuance upon exercise of the
Rights.
The Rights may have certain anti-takeover effects, and will
cause substantial dilution to a person or group that attempts to
acquire the Company without also acquiring a substantial number of
Rights. The Rights should not interfere with any merger or other
business combination approved by the Board of Directors of the Company
since the Board of Directors may, at its option, redeem the Rights at
such times and under the circumstances described above.
The foregoing description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights
Agreement.
2. ITEM 2. "Exhibits" is hereby amended to read in its entirety
as follows:
1. Form of Rights Agreement, dated as of November 5, 1986,
between The Dexter Corporation and the Connecticut Bank and
Trust Company, National Association, which was filed on
November 12, 1986 as Exhibit No. 1 to the Company's
Registration Statement on Form 8-A, Registration No.1-5542,
is hereby incorporated by reference.
2. Amendment No. 1 to Rights Agreement, dated October 28, 1988,
which was filed on October 28, 1988 as Exhibit No. 2 to
Amendment No. 1 to the Company's Registration Statement on
Form 8-A, is hereby incorporated by reference.
3. Amendment No. 2 to Rights Agreement, dated April 1, 1990,
which was filed on June 1, 1990 as Exhibit No. 4 to Amendment
No. 2 to the Company's Registration Statement on From 8-A, is
hereby incorporated by reference.
4. Amendment No. 3 to Rights Agreement.
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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.
THE DEXTER CORPORATION
Date: July 13, 1995
By: /S/ BRUCE H. BEATT
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Bruce H. Beatt
Vice President
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Exhibit 4
June 23, 1995
Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, PA 15258
Attention: Corporate Trust Group
Re: Amendment No. 3 to Rights Agreement
Gentlemen:
Pursuant to Section 39 of the Rights Amendment, dated as of November
5, 1986, as amended (the "Rights Agreement"), between The Dexter Corporation
(the "Company") and Mellon Bank, N.A. (the "Rights Agent"), the Rights Agent is
hereby notified and directed that the Rights Agreement is hereby amended (the
"Amendment No. 3") as set forth herein. Terms defined in the Rights Agreement
and not otherwise defined herein are used herein with the same meanings as set
forth in the Rights Agreement.
1. Paragraph (C) of Section 24(a)(ii) of the Rights Agreement is
hereby amended to read in its entirety as follows:
"(C) any Person (other than the Company, any
Subsidiary of the Company, any employee benefit or stock
ownership plan of the Company, or any Person organized,
appointed or established by the Company for or pursuant to the
terms of any such plan), alone or together with its Affiliates
and Associates, shall become the Beneficial Owner of 20% or
more of the shares of Common Stock then outstanding,"
2. The form of Exhibit D to the Rights Agreement is hereby
amended to reflect the provisions of this Amendment No. 3.
This Amendment No. 3 shall be effective as of June 23, 1995, and all
references to the Rights Agreement shall, as of such date, be deemed to be
references to the Rights Agreement, as amended by this Amendment No. 3.
Very truly yours,
THE DEXTER CORPORATION
By: /S/ BRUCE H. BEATT
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Bruce H. Beatt
Vice President, General Counsel and
Secretary
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CERTIFICATE
The undersigned hereby certifies (i) that he is the Vice President,
General Counsel and Secretary of The Dexter Corporation, a Connecticut
corporation (the "Company"), and (ii) that the Amendment, dated June 23, 1995,
to the Rights Agreement (the "Rights Agreement"), dated as of November 5, 1986,
as amended, is in compliance with the terms of Section 39 of the Rights
Agreement.
THE DEXTER CORPORATION
By: /S/ BRUCE H. BEATT
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Bruce H. Beatt
Vice President, General Counsel and
Secretary
June 23, 1995
