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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
DEXTER CORPORATION
(Exact name of registrant as specified in Charter)
Connecticut 06-0321410
(State of incorporation or organization) (I.R.S. Employer Identification No.)
One Elm Street, Windsor Locks, Connecticut 06096
(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
Fractional Units of Preferred Stock New York Stock Exchange
If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of debt
securities pursuant to securities pursuant to
Section 12(b) of the Exchange Act and is Section 12(g) of the Exchange Act
effective pursuant to General Instruction and is effective pursuant to
A(c), please check the following General Instruction A(d), please
box [ ]. check the following box [ ].
Securities Act registration statement file number to
which this Form relates:
Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
This Amendment No. 1 amends the Registrant's registration
statement on Form 8-A Filed with the Securities and Exchange Commission on
November 11, 1996 in connection with the Registrant's listing of rights to
purchase fractional units of preferred stock ("Rights") on the New York Stock
Exchange.
This Amendment No. 1 is being filed to include as an exhibit
to this Registration Statement Amendment No. 1 dated as of October 4, 1999 to
the Rights Agreement dated as of August 23, 1996 between Dexter Corporation and
ChaseMellon Shareholders Services LLC, as Rights Agent. Except as hereby
amended, there are no other changes to this Registration Statement.
Item 1. Description of Securities to be Registered.
On August 23, 1996, the Board of Directors of Dexter
Corporation (the "Company") authorized and declared a dividend distribution of
one Right for each share of Common Stock of the Company outstanding at the close
of business on November 17, 1996 (the " Record Date"), and authorized the
issuance of one Right for each share of Common Stock of the Company issued
between the Record Date and the Distribution Date. Each Right will represent the
right to purchase one two-hundredth of a share of Series A Junior Participating
Preferred Stock of the Company ("Preferred Stock"), having the rights, powers
and preferences set forth in the Restated Certificate of Incorporation of the
Company, at a purchase price of $90 per one two-hundredth of share of Preferred
Stock (The "Purchase Price"), subject to adjustment from time to time. The
Purchase Price may be paid, at the option of the holder, in cash or shares of
capital stock having equivalent value. A description of the Rights is contained
in the Rights Agreement dated as of August 23, 1996 (the "Rights Agreement")
between the Company and ChaseMellon Shareholder Services, L.L.C.
(the "Rights Agent") filed as an exhibit to this Registration Statement.
The Company has entered into Amendment No. 1 to the Rights
Agreement dated as of October 4, 1999 ("Amendment No. 1"), a copy of which is
attached hereto as Exhibit 4.2 and is incorporated herein by reference.
Amendment No. 1 amends the definition of "Acquiring Person" in the Rights
Amendment 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. Pursuant to Amendment No. 1,
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%
or more of the then outstanding shares of Common Stock, or (vi) any such Person
who is one of the persons
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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. Except as otherwise provided in Amendment No. 1, the
other provisions of the Rights Agreement are not otherwise amended and continue
in full force and effect.
Item 2. Exhibits.
(4.1) Rights Agreement, dated as of August 23, 1996, by and between
Dexter Corporation and ChaseMellon Shareholder Services,
L.L.C., as Rights Agent [incorporated by reference to Exhibit
(4.1) to the Registration Statement on Form 8-A of Dexter
Corporation dated as of November 11, 1996.]
(4.2) Amendment No. 1, dated as of October 4, 1999, to Rights
Amendment, dated as of August 23, 1996, by and between Dexter
Corporation and ChaseMellon Shareholder Services, L.L.C., as
Rights Agent.
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.
DEXTER CORPORATION
Date: October 6, 1999 By:/s/Bruce H. Beatt
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Bruce H. Beatt
Vice President and Secretary
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INDEX TO EXHIBITS
4.1. Rights Agreement, dated as of August 23, 1996, by and
between Dexter Corporation and ChaseMellon
Shareholder Services, L.L.C., as Rights Agent
[incorporated by reference to Exhibit (4.1) to the
Registration Statement on Form 8-A of Dexter
Corporation dated as of November 11, 1996.]
4.2. Amendment No. 1, dated as of October 4, 1999, to
Rights Amendment, dated as of August 23, 1996, by
and between Dexter Corporation and ChaseMellon
Shareholder Services, L.L.C., as Rights Agent.
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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
