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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 Date of Report (Date of earliest
event reported): August 23, 1996
DEXTER CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-5542 06-0321410
(State or other Jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
One Elm Street, Windsor Locks, Connecticut 06096
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (860) 292-7675
(Former name or former address, if changed since last report)
Item 5. Other Events.
On October 4, 1999, the Board of Directors of Dexter Corporation (the
"Company") determined that it was desirable and in the best interests of the
Company and its stockholders for the Company to amend the Company's Rights
Agreement between the Company and ChaseMellon Shareholder Services, L.L.C., as
rights agent (the "Rights Agreement"). Amendment No. 1 (the "Amendment") amends
the definition of "Acquiring Person" in the Rights Agreement by lowering the
beneficial ownership percentage threshold to become an Acquiring Person, and at
which the Rights become exercisable, from 20% to 11% of the common shares of the
Company then outstanding. The Amendment further provides that the definition of
"Acquiring Person" does not include (i) the Company, (ii) any Subsidiary of the
Company, (iii) any employee benefit plan of the Company or any Subsidiary of the
Company, (iv) any person organized, appointed or established by the Company for
or pursuant to the terms of any such plan, (v) any person who becomes an
Acquiring Person solely as a result of a reduction in the number of shares of
common stock outstanding due to the repurchase of shares of common stock by the
Company, unless and until such person shall purchase or otherwise become the
beneficial owner of additional shares of common stock constituting 1% of more of
the then outstanding
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shares of common stock, or (vi) any such person who is one of the persons listed
in Rule 13d-1(b)(1)(ii) under the Exchange Act or who is otherwise entitled to
report such ownership on Schedule 13G under the Exchange Act (or any successor
report), and is reporting such ownership on Schedule 13G under the Exchange Act,
provided that such person, together with its affiliates and associates, is the
beneficial owner of less than 20% of the shares of common stock then
outstanding.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Exhibit
4 Amendment No. 1 to Rights Agreement dated as of October 4, 1999 by and
between Dexter Corporation and ChaseMellon Shareholder Services, L.L.C.
4a Press Release dated October 4, 1999.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DEXTER CORPORATION
Date: October 6, 1999 By: /s/ Bruce H. Beatt
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Bruce H. Beatt
Vice President and General Counsel
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INDEX TO EXHIBITS
Exhibit No. Exhibit Page
4 Amendment No. 1 to Rights Agreement dated as of
October 4, 1999 by and between Dexter Corporation and 4
ChaseMellon Shareholder Services, L.L.C.
4a Press Released dated October 4, 1999 7
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AMENDMENT NO. 1 TO RIGHTS AGREEMENT
This AMENDMENT No. 1 (the "Amendment"), dated as of October 4,
1999, is between The Dexter Corporation, a Connecticut corporation (the
"Company"), and ChaseMellon Shareholders Services, L.L.C., as rights agent (the
"Rights Agent").
RECITALS
WHEREAS, the Company and the Rights Agent are parties to a
Rights Agreement dated as of August 23, 1996 (the "Rights Agreement");
WHEREAS, the Company deems it advisable to amend the Rights
Agreement; and
WHEREAS, pursuant to Section 26 of the Rights Agreement, the
Board of Directors of the Company has determined that an amendment to the Rights
Agreement as set forth herein is necessary and desirable and the Company and the
Rights Agent desire to evidence such amendment in writing.
NOW, THEREFORE, in consideration of the premises and the
mutual agreements herein set forth, the parties hereby agree as follows:
1. AMENDMENT OF SECTION 1(a). Section 1(a) of the Rights
Agreement is hereby amended by deleting such section and inserting in lieu
thereof the following:
"Acquiring Person" shall mean any Person (as such term is
hereinafter defined) who or which, together with all
Affiliates (as such term is hereinafter defined) and
Associates (as such term is hereinafter defined) of such
Person, shall be the Beneficial Owner of 11% or more of the
shares of Common Stock then outstanding, but shall not include
(i) the Company, (ii) any Subsidiary of the Company, (iii) any
employee benefit plan of the Company or of any Subsidiary of
the Company, (iv) any Person organized, appointed or
established by the Company for or pursuant to the terms of any
such plan, (v) any Person who becomes an Acquiring Person
solely as a result of a reduction in the number of shares of
Common Stock outstanding due to the repurchase of shares of
Common Stock by the Company, unless and until such Person
shall purchase or otherwise become the Beneficial Owner of
additional shares of Common Stock constituting 1% or more of
the then outstanding
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shares of Common Stock, or (vi) any such Person who is one of
the persons listed in Rule 13d-1(b)(1)(ii) under the Exchange
Act (as defined below) or who is otherwise entitled to report
such ownership on Schedule 13G under the Exchange Act (or any
successor report), and is reporting such ownership on Schedule
13G under the Exchange Act, provided that such Person,
together with its Affiliates and Associates, is the Beneficial
Owner of less than 20% of the shares of Common Stock then
outstanding."
2. AMENDMENT OF SECTION 11(a)(ii). Section 11(a)(ii) of the
Rights Agreement is hereby amended by deleting such section and
inserting in lieu thereof the following:
"In the event any Person (other than any Person who is not an
Acquiring Person by reason of clauses (i)-(vi) of the
definition of that term in Section 1(a)), alone or together
with its Affiliates and Associates, shall, at any time after
the Rights Dividend Declaration Date, become the Beneficial
Owner of 11% or more of the shares of Common Stock then
outstanding, unless the event causing the 11% threshold to be
crossed is a transaction set forth in Section 13(a) hereof, or
is an acquisition of shares of Common Stock pursuant to a
tender offer or an exchange offer for all outstanding shares
of Common Stock at a price and on terms determined by at least
a majority of the entire Board of Directors of the Company to
be in the best interests of the Company and its stockholders
(hereinafter, a "Qualifying Offer"),"
3. EFFECTIVENESS. This Amendment shall be deemed effective as
of the date first written above, as if executed on such date. Except as
amended hereby, the Rights Agreement shall remain in full force and
effect and shall be otherwise unaffected hereby.
4. GOVERNING LAW. This Amendment shall be deemed to be a
contract made under the laws of the State of Connecticut and for all
purposes shall be governed by and construed in accordance with the laws
of the State of Connecticut applicable to contracts made and to be
performed entirely within such State.
5. MISCELLANEOUS. This Amendment may be executed in any number
of counterparts, each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together
constitute but one and the same instrument. If any provision, covenant
or restriction of this Agreement is held by a court of competent
jurisdiction or other authority to be invalid, illegal or
unenforceable, the
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remainder of the terms, provisions, covenants and restrictions of this Amendment
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated.
EXECUTED under seal as of the date first set forth above.
Attest: THE DEXTER CORPORATION
/s/ Mary Anne Tillona By: /s/ Bruce H. Beatt
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Name: Mary Anne Tillona Name: Bruce H. Beatt
Title: Assistant Secretary Title: Vice President and Secretary
Attest: RIGHTS AGENT: CHASEMELLON
SHAREHOLDER SERVICES, L.L.C.
/s/ Lee Tinto By: /s/ Lynore A. LeConche
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Name: Lee Tinto Name: Lynore A. LeConche
Title: Vice President Title: Vice President
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[PRESS RELEASE]
Editorial Contact:
DEXTER CORPORATION AMENDS RIGHTS PLAN
Windsor Locks, CT, October 4, 1999 -- Dexter Corporation
(NYSE:DEX) today announced that its Board of Directors has amended its
shareholder rights plan to reduce the triggering threshold from 20% to 11%. The
amendment also provides that the plan will not apply to any holder reporting its
position on Schedule 13G if the holder owns less than 20%. A copy of the
amendment will be filed with the Securities and Exchange Commission and is
available upon request from Dexter.
Dexter Corporation is a global speciality materials supplier
with three operating segments: life sciences, nonwovens, and speciality
polymers. The company supplies speciality materials to the aerospace,
electronics, food packaging and medical markets.
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