SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Fluke Corporation
(Exact Name of Registrant as Specified in Its Charter)
Washington 91-0606624
(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
6920 Seaway Boulevard, Everett, WA
98203
(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
Common Stock Purchase Rights New York Stock Exchange
with respect to Common Stock,
$.25 par value
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
(Private)
Item 1. Description of Registrant's Securities to be Registered
Common Stock Purchase Rights
On July 11, 1988, Fluke Corporation (the "Company") declared a
dividend of one common stock purchase right (a "Right") for each
outstanding share of Common Stock, $0.25 par value (and preferred
stock convertible into common stock), (the "Common Stock"), of the
Company, payable to stockholders of record on July 22, 1988. Each
Right entitles the holder thereof, until the earlier of July 22,
1998 or the exchange or redemption of the Rights, to buy one
share, $0.25 par value, at an exercise price of $60.00 per share,
subject to adjustment. The Rights will be represented by the
certificates for Common Stock (and other securities convertible
into Common Stock of the Company), until: (1) the earlier of the
tenth day after the public announcement that a person or group (an
"Acquiring Person") has acquired beneficial ownership of 25% or
more of the Common Stock, or the tenth day after a person
commences a tender or exchange offer, the consummation of which
would result in a person or group becoming an Acquiring Person
owning 25% or more of the Common Stock; or (2) such later date as
may be determined by the "Continuing Directors" (as defined below)
of the Company (the "Distribution Date"). Separate certificates
for the Rights will be mailed to holders of record of the Common
Stock, as well as holders of other securities convertible into
Common Stock of the Company, as of the Distribution Date. The
Rights could then begin trading separately from the Common Stock.
In the event that a person or group becomes an Acquiring Person
(other than as a result of a tender or exchange offer determined
by a majority of the members of the Board of Directors of the
Company who are not affiliated with the Acquiring Person
("Continuing Directors") to be in the best interests of the
Company or its shareholders (a "Permitted Offer")), then each
Right (other than those owned by the Acquiring Person or persons
affiliated therewith) will entitle its holder for 60 days to
purchase, at the Rights exercise price, Common Stock having a
market value of twice the then current exercise price of the
Rights (or, if such number of shares is not authorized, the
Company may authorize the issuance of cash, debt, stock or
combinations thereof in exchange for the Rights). In addition,
after public announcement that a person or group has become an
Acquiring Person, if the Company engages in certain mergers or
other business combinations, or more than 50% of its assets or
earning power is transferred, each Right (other than those owned
by the Acquiring Person or affiliates thereof) will entitle its
holder to purchase, at the then current exercise price of the
Right, that number of shares of common stock of the surviving
company which at the time of such transaction would have a market
value of twice the then current exercise price of the Right unless
such transaction is a Permitted Offer.
The Rights are redeemable in whole, but not in part, at $0.01 per
Right at any time prior to ten (10) business days after the
Distribution Date. The Company may, at its option, pay the
redemption price in Common Stock, cash or any other form of
consideration deemed appropriate by the Board of Directors. If
the Board of Directors authorizes redemption of the Rights and
such authorization occurs on or after the date there is an
Acquiring Person, there must be Continuing Directors then in
office and a majority of them must concur in the authorization.
The Board may, by a majority of the Continuing Directors, at any
time after a person becomes an Acquiring Person and until such
time as any person acquires 50% of the Common Stock, exchange all
or part of the Rights (except those owned by an Acquiring Person)
for Common Stock at an exchange ratio (subject to adjustment for
anti-dilution) of one share of Common Stock for each Right (or, if
such number of shares is not authorized, the Company may authorize
the issuance of cash, debt, stock or combinations thereof in
exchange for the Rights). The right to exercise the Rights
terminates at the time the Board of Directors elects to redeem or
exchange the Rights. The Rights will expire on July 22, 1998
(unless sooner exchanged or redeemed). At no time will the Rights
have any voting rights. The Rights Agent is The First National
Bank of Boston.
The exercise price payable and the number of shares of Common
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 Common Stock;
(ii) the issuance of certain rights or warrants to subscribe for
or purchase Common Stock or securities convertible into Common
Stock at less than the current market price of the Common Stock;
or (iii) as a result of the distribution to holders of the Common
Stock of evidences of indebtedness or assets (excluding cash
dividends paid out of retained earnings or dividends payable in
Common Stock) or of subscription rights or warrants (other than
those referred to above). The number of Rights and the number of
shares of Common Stock issuable upon exercise of each Right are
also subject to adjustment in the event of a stock split or stock
dividend on, or a combination of, the Common Stock prior to the
Distribution Date. With certain exceptions, no adjustment in the
exercise price will be required until cumulative adjustments
require an adjustment of at least 1% of such exercise price. Upon
exercise of the Rights, no fractional shares of Common Stock will
be issued and in lieu thereof an adjustment of cash will be made.
As of January 27, 1995, there are 7,779,356 shares of Common Stock
issued and outstanding. Except for 1,424,700 shares reserved for
issuance under the Company's 1988 Stock Incentive Plan; 597,500
shares reserved for issuance under the 1990 Stock Incentive Plan;
48,600 shares reserved for issuance under the Company's Stock
Option Plan for Outside Directors; and 32,650 shares reserved for
issuance under the Inventor Recognition Stock Plan, no shares of
Common Stock are reserved for issuance pursuant to the Company's
employee benefit plans or for other reasons. One Right has been
distributed to stockholders of the Company for each share of
Common Stock owned of record by them on July 22, 1988. Until the
Distribution Date, the Right will be represented by each share of
Common Stock that shall be or become outstanding so that all
outstanding shares of Common Stock will have attached Rights.
The Rights have certain anti-takeover effects. The Rights may
cause substantial dilution to a person or group that attempts to
acquire the Company on terms not approved by the Board of
Directors of the Company. The Rights will not interfere with any
merger or other business combination where the acquiring party is
willing to negotiate with the Board of Directors and such merger
or other business combination is approved by the Board of
Directors as being in the best interests of the stockholders. In
addition, the Board could redeem the Rights at $0.01 per Right in
order to facilitate any other offer believed by the Board to be in
the best interest of all the stockholders. The Rights will not
preclude a proxy contest.
The foregoing description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the
Rights Agreement and amendments thereto which are an Exhibit to
this Registration Statement and are incorporated in this summary
description by reference.
Item 2. Exhibits
1. Rights Agreement dated July 11, 1988 as filed as an Exhibit to Form
8-A by the Company on July 12, 1988; the First Amendment to the Rights
Agreement dated May 2, 1989 as filed as an Exhibit to Form 8 by the
Company on June 5, 1989; and the Second Amendment to the Rights
Agreement dated September 28, 1989 as filed as an Exhibit to Form 8 by
the Company on February 20, 1990 are herein incorporated by reference.
2. All exhibits required by Instruction II to Item 2 will be supplied
to the New York Stock Exchange.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Act of
1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
Fluke Corporation
(Registrant)
Date March 10, 1995 By /s/ Douglas G. McKnight
Douglas G. McKnight
Vice President, General Counsel
and Corporate Secretary
