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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
Dynatech Corporation
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(Exact name of registrant as specified in its charter)
Massachusetts 04-2258582
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(State of incorporation (IRS Employer
or organization) Identification No.)
3 New England Executive Park, Burlington, MA 01803-5087
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(Address of principal executive offices) (Zip Code)
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.
[ ]
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 1993 pursuant to General
Instruction A.(c)(2), please check the following box.
[ ]
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 New York Stock Exchange
Junior Participating Cumulative
Preferred Stock
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
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Item 1: Description of Registrant's Securities to be Registered.
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The Company's authorized capital stock consists of 50,000,000
shares of Common Stock, par value $.20 per share (the "Common Stock"),
and 100,000 shares of Preferred Stock, par value $1.00 per share (the
"Preferred Stock"), of which 24,000 shares have been designated as
"Series A Junior Participating Cumulative Preferred Stock".
Rights to Purchase Series A Junior Participating Cumulative Preferred
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Stock.
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On February 16, 1989, the Board of Directors of the Company
declared a dividend distribution of one Preferred Stock Purchase Right
for each outstanding share of Common Stock of the Company to
stockholders of record at the close of business on March 3, 1989. Each
Right entitles the registered holder to purchase from the Company a
unit consisting of one two-thousandth of a share (a "Unit") of Series A
Junior Participating Cumulative Preferred Stock, par value $1.00 per
share (the "Series A Preferred Stock"), at a cash Exercise Price of
$100.00 per Unit, subject to adjustment. The description and terms of
the Rights are set forth in a Shareholder Rights Agreement between the
Company and The First National Bank of Boston, as Rights Agent.
Initially, the Rights will not be exercisable and will be attached
to all outstanding shares of Common Stock. No separate Right
Certificates will be distributed until the Distribution Date (as
described below). The Rights will separate from the Common Stock and
the Distribution Date will occur upon the earlier of (i) 10 days
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
date of said announcement being referred to as the "Stock Acquisition
Date") or (ii) 10 business days following the commencement of a tender
offer or exchange offer that would result in a person or group owning
20% or more of the outstanding shares of Common Stock.
Until the Distribution Date (or earlier redemption or expiration
of the Rights), (a) the Rights will be evidenced by the Common Stock
certificates and will be transferred with and only with such Common
Stock certificates, (b) new Common Stock certificates issued after
March 3, 1989 will contain a notation incorporating the Shareholder
Rights Agreement by reference, and (c) the surrender for transfer of
any certificates for Common Stock will also constitute the transfer of
the Rights associated with the Common Stock represented by such
certificate.
The Rights are not exercisable until the Distribution Date and
will expire at the close of business on February 16, 1999, unless
previously redeemed by the Company as described below.
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As soon as practicable after the Distribution Date, Right
Certificates will be mailed to holders of record of Common Stock as of
the close of business on the Distribution Date and, thereafter, the
separate Right Certificates alone will represent the Rights. Except as
otherwise determined by the Board of Directors only shares of Common
Stock issued prior to the Distribution Date will be issued with Rights.
In the event that any Person acquires beneficial ownership of 20%
or more of the Company's Common Stock, proper provision will be made so
that each holder of a Right will thereafter have the right to receive
upon exercise that number of Units of Series A Preferred Stock of the
Company having a market value of two times the exercise price of the
Right (such Right being referred to as the "Subscription Right"). In
the event that, at any time following the Stock Acquisition Date, (i)
the Company is acquired in a merger or other business combination
transaction or (ii) 50% or more of the Company's assets or earning
power is sold, each holder of a Right shall thereafter have the right
to receive, upon exercise, common stock of the acquiring company having
a market value equal to two times the exercise price of the Right (such
Right being referred to as the "Merger Right"). The holder of a Right
will continue to have the Merger Right whether or not such holder has
exercised the Subscription Right. Rights that are or were beneficially
owned by an Acquiring Person may (under certain circumstances specified
in the Shareholder Rights Agreement) become null and void.
The Exercise Price payable, and the number of Units of Series A
Preferred Stock 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 Series A Preferred Stock, (ii)
if holders of the Series A Preferred Stock are granted certain rights
or warrants to subscribe for Series A Preferred Stock or convertible
securities at less than the current market price of the Series A
Preferred Stock or (iii) upon the distribution to holders of the Series
A Preferred Stock of evidences of indebtedness or assets (excluding
regular quarterly cash dividends) or of subscription rights or warrants
(other than those referred to above).
With certain exceptions, no adjustment in the Exercise Price will
be required until cumulative adjustments amount to at least 1% of the
Exercise Price. The Company is not obligated to issue fractional Units.
If the Company elects not to issue fractional Units, in lieu thereof an
adjustment in cash will be made based on the fair market value of the
Series A Preferred Stock on the last trading date prior to the date of
exercise.
Any of the provisions of the Shareholder Rights Agreement may be
amended by the Board of Directors of the Company at any time prior to
the Distribution Date. From and after the Distribution Date, the Board
of Directors of the Company may, subject to certain limitations
specified in the Shareholder Rights Agreement, amend the Shareholder
Rights Agreement to cure any ambiguity, defect or inconsistency, to
shorten or lengthen any time period under the Shareholder Rights
Agreement or to make other changes that do not adversely affect the
interests of the Rights holders (excluding the interests of Acquiring
Persons or their Affiliates or Associates).
The Rights may be redeemed in whole, but not in part, at a price
of $0.02 per Right (payable in cash, Common Stock or other
consideration deemed appropriate by the Board of Directors) by the
Board of Directors at any time prior to the close of business on the
tenth day after the Stock Acquisition Date. Immediately upon the action
of the Board of Directors ordering redemption of the Rights, the Rights
will terminate and thereafter the only right of the holders of Rights
will be to receive the redemption price.
Until a Right is exercised, the holder will have no rights as a
stockholder of the Company (beyond those as an existing stockholder),
including the right to vote or to receive dividends. While the
Distribution of the Rights will not be taxable to stockholders or to
the Company, stockholders may, depending upon the circumstances,
recognize taxable income in the event that the Rights become
exercisable for Series A Preferred Stock (or other consideration) of
the Company or for common stock of an acquiring company as set forth
above.
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Item 2: Exhibits.
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Pursuant to Instructions II to Form 8-A, the following exhibits
have been or will be filed with this registration statement filed with
the New York Stock Exchange, but are not filed as exhibits to this
registration statement with the Securities and Exchange Commission:
1. The Registrant's Annual Report on Form 10-K for its fiscal
year ended March 31, 1996.
2. The Registrant's Current Report on Form 8-K dated October 21,
1996.
3. The Registrant's Quarterly Reports on Form 10-Q for its
fiscal quarters ended June 30, 1996 and September 30, 1996.
4. The Registrant's Proxy Statement dated June 27, 1996, as
amended, for its 1996 Annual Meeting of Shareholders, as
filed with the Securities and Exchange Commission on June 26,
1996 and amended on July 2, 1996.
5. The Registrant's Restated Articles of Organization.
6. The Registrant's Bylaws, as amended.
7. Shareholder Rights Agreement, dated as of February 16, 1989,
between the Registrant and The First National Bank of Boston,
as Rights Agent.
8. Specimen stock certificate representing the Registrant's
common stock, $.20 par value per share.
9. The Registrant's Annual Report to Shareholders, mailed to
stockholders of the Registrant with the Proxy Statement for
the Company's 1996 Annual Meeting of Stockholders on July 30,
1996.
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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.
DYNATECH CORPORATION
By: /s/ Allan M. Kline
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Allan M. Kline
Vice President, Chief Financial
Officer and Treasurer
Date: January 15, 1997
