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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 25, 1997
ECC International Corp.
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(Exact name of Registrant as specified in Charter)
Delaware
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(State or other jurisdiction of incorporation)
1-8988 23-1714658
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(Commission File Number) (IRS Employer Identification No.)
175 Strafford Avenue, Suite 116, Wayne, PA 19087-3377
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (610) 687-2600
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ITEM 5. OTHER EVENTS.
On March 25, 1997 the Registrant executed an amendment (the "Rights
Amendment") to the Rights Agreement dated as of August 27, 1996, between the
Registrant and Mellon Bank, N.A., as Rights Agent (the "Rights Agreement"). The
Rights Amendment amended Section 1(a) of the Rights Agreement to provide that
the threshold of Beneficial Ownership (as such term is defined in the Rights
Agreement) in the definition of "Acquiring Person" shall be 30%. The original
threshold in the definition of "Acquiring Person" was 22.5%. The Rights
Amendment also amended several other sections of the Rights Agreement to conform
to the increased threshold percentage. The Rights Agreement, as amended, was
ratified and confirmed in all other respects by the Board of Directors of the
Registrant.
The Rights Agreement sets forth a description and the terms of the
Preferred Stock Purchase Rights (the "Rights") which were distributed to holders
of record of Common Stock of the Registrant on September 17, 1996. The Rights
were registered pursuant to Section 12(b) of the Securities Exchange Act of
1934, as amended, on a Registration Statement on Form 8-A dated August 27, 1996
and filed by the Registrant with the Securities and Exchange Commission (the
"Form 8-A"). Each Right entitles the registered holder to purchase from the
Registrant one one-thousandth of a share of Series B Junior Participating
Preferred Stock, par value $.10 per share, at a price of $40 per one
one-thousandth of a share, subject to adjustment.
The form of Rights Agreement between the Registrant and the Rights Agent
specifying the terms of the Rights is attached as Exhibit 1 to the Form 8-A and
is incorporated herein by reference. The Rights Amendment is attached hereto as
Exhibit 4.2. The foregoing description of the Rights Amendment and the Rights
Agreement does not purport to be complete and is qualified in its entirety by
reference to such exhibits.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
(c) Exhibits.
The exhibits listed in the Exhibit Index filed as part of this report are
filed as part of or are included in this report.
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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.
Date: April 1, 1997 ECC INTERNATIONAL CORP.
/s/ George W. Murphy
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By: George W. Murphy
Title: President and Chief
Executive Officer
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EXHIBIT INDEX
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Exhibit No. Description
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4.1 Rights Agreement, dated as of August 27, 1996,
between ECC International Corp. and Mellon Bank,
N.A., as Rights Agent, which includes as Exhibit A
the Form of Certificate of Designations, as Exhibit B
the Form of Rights Certificate, and as Exhibit C the
Summary of Rights to Purchase Preferred Stock.1
4.2 Amendment No. 1 to Rights Agreement, dated as of March 25, 1997,
between ECC International Corp. and Mellon Bank, N.A.
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1 Incorporated by reference to the Registrant's Registration Statement on
Form 8-A, dated August 27, 1996 and filed by the Registrant with the
Commission (Commission File No. 1-8988).
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EXHIBIT 4.2
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
AMENDMENT, dated as of March 25, 1997, to the Rights Agreement, dated
August 27, 1996 (the "Rights Agreement"), between ECC International Corp., a
Delaware corporation (the "Company"), and Mellon Bank, N.A., as Rights Agent
(the "Rights Agent").
WHEREAS, the Company and the Rights Agent entered into the Rights
Agreement specifying the terms of the Rights (as defined therein); and
WHEREAS, the Company has determined that it is desirable to increase the
threshold of Beneficial Ownership (as defined in the Rights Agreement) in the
definition of "Acquiring Person" from 22.5% to 30%;
NOW, THEREFORE, in consideration of the promises and mutual agreements
contained herein, and pursuant to Section 27 of the Rights Agreement, the
parties hereby agree as follows:
1. The Company and the Rights Agent hereby amend Section 1(a) of the
Rights Agreement such that the threshold percentage of 22.5% appearing three
times in Section 1(a) shall be changed to read 30% in each instance.
2. The Company and the Rights Agent hereby amend Section 3(a) of the
Rights Agreement such that the threshold percentage of 22.5% appearing once in
Section 3(a) shall be changed to read 30%.
3. The Company and the Rights Agent hereby amend Section 11(a)(ii) of the
Rights Agreement such that the threshold percentage of 22.5% appearing once in
Section 11(a)(ii) shall be changed to read 30%.
4. The Company and the Rights Agent hereby amend Section 27 of the Rights
Agreement such that the threshold percentage of 22.5% appearing once in Section
27 shall be changed to read 30%.
5. The Rights Agreement, as amended above, is hereby ratified and
confirmed in all respects.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.
ATTEST: ECC INTERNATIONAL CORP.
By: /s/ Audrey E. Upton By: /s/ George W. Murphy
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Title: President
ATTEST: MELLON BANK, N.A.
as Rights Agent
By: /s/ Julie Roh By: /s/ Thomas A. Maupin
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Title: Vice President
