SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------
FORM 8-A/A
AMENDING FORM 8-A DATED JANUARY 13, 1997
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
GENERAL SEMICONDUCTOR, INC.
- ---------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3575653
- ---------------------------------------- ----------------------------------
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
10 Melville Park Road
Melville, New York 11747
- ---------------------------------------- ----------------------------------
(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
to be so registered on which each class
- ------------------- is to be registered
-------------------
Preferred Stock Purchase Rights New York Stock Exchange
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 box. |_|
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 1933 pursuant
to General Instruction A.(c)(2), please check the following box. |_|
Securities to be registered pursuant to Section 12(g) of the Act:
None
- ---------------------------------------------------------------------------
(Title of Class)
<PAGE>
This Form 8-A/A amends and supplements the Form 8-A filed by General
Semiconductor, Inc. dated January 13, 1997 (the "Form 8-A").
Item 1. Description of Securities to be Registered.
-------------------------------------------
Item 1 of the Form 8-A is hereby amended by substituting the
following:
On January 6, 1997, the Board of Directors of General Instrument
Corporation, a Delaware corporation (now known as "General Semiconductor,
Inc.," the "COMPANY"), declared a dividend of one preferred share purchase
right (a "RIGHT") for each outstanding share of Common Stock, par value
$.01 per share (the "COMMON SHARES"), of the Company. The dividend is
payable to the stockholders of record as of 5:00 P.M., New York, New York
time, on January 24, 1997 (the "RECORD DATE"), and with respect to Common
Shares issued thereafter until the Distribution Date (as hereinafter
defined) and, in certain circumstances, with respect to Common Shares
issued after the Distribution Date. On March 10, 1999, the Board of
Directors of the Company adopted certain amendments to the terms of the
Rights pursuant to Amendment No. 1 (the "Amendment"), between General
Semiconductor, Inc. and ChaseMellon Shareholder Services, L.L.C. (the
"Rights Agent"). Except as set forth below, each Right, when it becomes
exercisable, entitles the registered holder to purchase from the Company
one one-thousandth of a share of Series A Participating Preferred Stock,
par value $.01 per share (the "PREFERRED SHARES"), at a price of $100.00
per one one-thousandth of a Preferred Share (the "PURCHASE PRICE"), subject
to adjustment. The description and terms of the Rights are set forth in a
Rights Agreement, dated as of January 6, 1997 (the "RIGHTS AGREEMENT"),
between General Instrument Corporation and Chase Mellon Shareholder
Services and the Amendment. A copy of the Rights Agreement is attached as
an exhibit to the Form 8-A and a copy of the Amendment is attached as an
exhibit hereto, each of which is hereby incorporated by reference. The
following summary of the Rights is qualified in its entirety by reference
to the Rights Agreement and the Amendment. The terms of the Preferred Stock
are summarized below and are set forth in an Certificate of Designation
attached as Exhibit A to the Rights Agreement.
The Rights are attached to all certificates representing
outstanding Common Shares, and no separate Right Certificates (as
hereinafter defined) have been distributed. The Rights will separate from
the Common Shares on the earliest to occur of (i) the first date of public
announcement that a person or "group" (other than FLC Entities (as
hereinafter defined) to the extent FLC Entities, individually or as a
group, beneficially own no more than 20% of the then outstanding Common
Shares) has acquired beneficial ownership of 15% or more of the outstanding
Common Shares (except pursuant to a Permitted Offer, as hereinafter
defined); or (ii) ten (10) business days (or such later date as the Board
of Directors of the Company may determine) following the commencement of,
or announcement of an intention to commence, a tender offer or exchange
offer the consummation of which would result in a person or group becoming
an Acquiring Person (as hereinafter defined) (the earliest of such dates
being called the "DISTRIBUTION DATE"). A person or group whose acquisition
of Common Shares causes a Distribution Date pursuant to clause (i) above is
an "ACQUIRING PERSON". The first date of public announcement that a person
or group has become an Acquiring Person is the "SHARES ACQUISITION DATE".
"FLC ENTITIES" means Instrument Partners, a New York limited partnership,
Forstmann Little & Co. Subordinated Debt and Equity Management Buyout
Partnership-IV, a New York limited partnership, Mssrs. Theodore J.
Forstmann, Nicholas C. Forstmann, Wm. Brian Little, Winston W. Hutchins and
Steven B. Klinsky, and their Affiliates and Associates who or which are
considered as one Person and references to the FLC Entities include any or
all such persons.
The Rights Agreement provides that until the Distribution Date
the Rights will be transferred with and only with the Common Shares. Until
the Distribution Date (or earlier redemption or expiration of the Rights),
new Common Share certificates issued after the Record Date upon transfer or
new issuance of Common Shares have contained and will continue to contain a
notation incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the Rights), the
surrender for transfer of any certificates for Common Shares outstanding as
of the Record Date, even without such notation or a copy of this Summary of
Rights being attached thereto, will also constitute the transfer of the
Rights associated with the Common Shares represented by such certificate.
As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("RIGHT CERTIFICATES") will be mailed to
holders of record of the Common Shares as of the close of business on the
Distribution Date (and to each initial record holder of certain Common
Shares issued after the Distribution Date), and such separate Right
Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date and
will expire at 5:00 P.M., New York, New York time, on January 6, 2007,
unless earlier redeemed by the Company as described below.
In the event that any person becomes an Acquiring Person (except
pursuant to a Permitted Offer as hereinafter defined), each holder of a
Right will have (subject to the terms of the Rights Agreement) the right
(the "FLIP-IN RIGHT") to receive upon exercise the number of Common Shares,
or, in the discretion of the Board of Directors of the Company, the number
of one one-thousandths of a Preferred Share (or, in certain circumstances,
other securities of the Company) having a value (immediately prior to such
triggering event) equal to two times the Purchase Price. Notwithstanding
the foregoing, following the occurrence of the event described above, all
Rights that are, or (under certain circumstances specified in the Rights
Agreement) were, beneficially owned by any Acquiring Person or any
affiliate or associate thereof will be null and void. A "PERMITTED OFFER"
is a tender or exchange offer for all outstanding Common Shares which is at
a price and on terms determined, prior to the purchase of shares under such
tender or exchange offer, by at least a majority of the Board of Directors
to be adequate and otherwise in the best interests of the Company and its
stockholders (other than the person or any affiliate or associate thereof
on whose basis the offer is being made) taking into account all factors
that such Board of Directors may deem relevant.
In the event that, at any time following the Shares Acquisition
Date, (i) the Company is acquired in a merger or other business combination
transaction in which the holders of all of the outstanding Common Shares
immediately prior to the consummation of the transaction are not the
holders of all of the surviving corporation's voting power, or (ii) more
than 50% of the Company's assets or earning power is sold or transferred,
in either case with or to an Acquiring Person or any affiliate or associate
thereof, or any other person in which such Acquiring Person, affiliate or
associate has an interest, or any person acting on behalf of or in concert
with such Acquiring Person, affiliate or associate, or, if in such
transaction all holders of Common Shares are not treated alike, any other
person, then each holder of a Right (except Rights which previously have
been voided as set forth above) shall thereafter have the right (the
"FLIP-OVER RIGHT") to receive, upon exercise, common shares of the
acquiring company having a value equal to two times the Purchase Price. The
holder of a Right will continue to have the Flip-Over Right whether or not
such holder exercises or surrenders the Flip-In Right.
The Purchase Price payable, and the number of one-thousandths of
a Preferred Share or other securities 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 Preferred Shares, (ii) upon the grant to holders
of the Preferred Shares of certain rights or warrants to subscribe for or
purchase Preferred Shares at a price, or securities convertible into
Preferred Shares with a conversion price, less than the then current market
price of the Preferred Shares or (iii) upon the distribution to holders of
the Preferred Shares of evidences of indebtedness or assets (excluding
regular quarterly cash dividends) or of subscription rights or warrants
(other than those referred to above).
The Purchase Price is also subject to adjustment in the event of
a stock split of the Common Shares, or a stock dividend on the Common
Shares payable in Common Shares, or subdivisions, consolidations or
combinations of the Common Shares occurring, in any such case, prior to the
Distribution Date.
With certain exceptions, no adjustment in the Purchase Price will
be required until cumulative adjustments require an adjustment of at least
1% in such Purchase Price. No fractional one-thousandths of a Preferred
Share will be issued, and in lieu thereof, an adjustment in cash will be
made based on the market price of the Preferred Shares on the last trading
day prior to the date of exercise.
Preferred Shares purchasable upon exercise of the Rights will not
be redeemable. Each Preferred Share will be entitled to a minimum
preferential quarterly dividend payment of $10.00 per share but, if
greater, will be entitled to an aggregate dividend per share of 1,000 times
the dividend declared per Common Share. In the event of liquidation, the
holders of the Preferred Shares will be entitled to a minimum preferential
liquidation payment of $100.00, provided that they will be entitled to an
aggregate payment per share of at least 1,000 times the aggregate payment
made per Common Share. Each Preferred Share will have one thousand votes,
voting together with the Common Shares. These rights are protected by
customary antidilution provisions. In the event that the amount of accrued
and unpaid dividends on the Preferred Shares is equivalent to at least six
full quarterly dividends, the holders of the Preferred Shares shall have
the right, voting as a class, to elect two directors in addition to the
directors elected by the holders of the Common Shares until all dividends
in default on the Preferred Shares have been paid in full and dividends for
the current dividend period declared and funds therefor set apart.
At any time prior to the earlier to occur of (i) a person
becoming an Acquiring Person or (ii) the expiration of the Rights, the
Company may redeem the Rights in whole, but not in part, at a price of $.01
per Right (the "REDEMPTION PRICE"), which redemption shall be effective
upon the action of the Board of Directors of the Company. Additionally, the
Company may redeem the then outstanding Rights in whole, but not in part,
at the Redemption Price after the triggering of the Flip-In Right and
before the expiration of any period during which the Flip-In Right may be
exercised in connection with a merger or other business combination
transaction or series of transactions involving the Company in which all
holders of Common Shares are treated alike. Upon the effective date of the
redemption of the Rights, the right to exercise the Rights will terminate
and the only right of the holders of Rights will be to receive the
Redemption Price.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends. While the
distribution of the Rights will not be taxable to stockholders of the
Company, stockholders may, depending upon the circumstances, recognize
taxable income should the Rights become exercisable or upon the occurrence
of certain events thereafter.
The form of the Rights Agreement, dated as of January 6, 1997,
between General Instrument Corporation and Chase Mellon Shareholder
Services, as Rights Agent, specifying the terms of the Rights, including
the exhibits thereto, as follows: Exhibit A -- The Certificate of
Designation, Preferences and Rights of Series A Junior Participating
Preferred Stock of General Instrument Corporation; Exhibit B -- The Form of
Right Certificate; and Exhibit C -- The Summary of Rights to Purchase
Shares, is attached to the Form 8-A as Exhibit 1 and is incorporated herein
by reference. The form of Amendment is attached as Exhibit 1 to this Form
8-A/A and incorporated herein by reference. The foregoing description of
the Rights is qualified by reference to the Rights Agreement and the
Amendment and the exhibits thereto.
Item 2. Exhibits.
---------
1. Form of Amendment to the Rights
Agreement, dated as of March 10, 1999
between General Semiconductor, Inc. and
ChaseMellon Shareholder Services, L.L.C.
as Rights Agent.
<PAGE>
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.
GENERAL SEMICONDUCTOR, INC.
By:/s/ Stephen B. Paige
------------------------
Name: Stephen B. Paige
Title: Senior Vice President,
General Counsel and
Secretary
Dated: March 10, 1999
<PAGE>
EXHIBIT INDEX
-------------
Exhibit Description Page
------- ----------- ----
1. Form of Amendment to the Rights Agreement, dated 9
as of March 10, 1999 between General
Semiconductor, Inc. and ChaseMellon Shareholder
Services, L.L.C. as Rights Agent.
EXHIBIT 1
AMENDMENT NO. 1
---------------
AMENDENT NO. 1, dated as of March 10, 1999 ("Amendment No. 1"),
between General Semiconductor, Inc., a Delaware corporation, and
ChaseMellon Shareholder Services, L.L.C., a New Jersey limited liability
company, to the Rights Agreement, dated as of January 6, 1997 (the "Rights
Agreement"), between General Instrument Corporation, a Delaware corporation
and Chase Mellon Shareholder Services, L.L.C., a New Jersey limited
liability company.
WHEREAS, the parties hereto desire to amend the Rights Agreement
as set forth below.
NOW, THEREFORE, the parties hereto agree as follows:
1. The Rights Agreement is hereby amended as follows:
(i) Section 1(k) shall be amended by deleting each of the
two references to "Disinterested Directors" and replacing
each of them with the phrase "Board of Directors".
(ii) Section 1 shall be amended to delete, in their
entirety, each of paragraphs (h), (r) and (s) therefrom,
whereupon the remaining paragraphs of Section 1 shall be
consecutively relettered.
(iii) Section 23(a)(ii) shall be deleted in its entirety and
replaced with the following paragraph:
"(ii) In addition, the Board may, at its option, at any
time following a Shares Acquisition Date but prior to
any Section 13 Event redeem all, but not less than all,
of the then outstanding Rights at the Redemption Price
(x) in connection with any merger, consolidation or
sale or other transfer (in one transaction or in a
series of related transactions) of assets or earning
power aggregating 50% or more of the earning power of
the Corporation and its subsidiaries (taken as a whole)
in which all holders of Common Shares are treated
alike, or (y)(A) if and for so long as the Acquiring
Person is not thereafter the Beneficial Owner of 5% of
the Common Shares, and (B) at the time of redemption no
other Persons are Acquiring Persons."
(iv) Section 23(a)(iii) shall be deleted in its entirety.
(v) The following sentence of Section 27 shall be deleted in
its entirety:
"Notwithstanding anything contained in this Agreement
to the contrary, in the event that a majority of the
Board is comprised of persons elected at a meeting or
by written consent of stockholders who were not
nominated by the Board in office immediately prior to
such meeting or written consent (including successors
of such persons elected to the Board) for the purpose
of either facilitating a Transaction with a Transaction
Person or circumventing directly or indirectly the
provisions of this Section 27, then (A) for a period of
365 days following the effectiveness of such action,
this Agreement shall not be amended or supplemented in
any manner reasonably likely to have the purpose or
effect of facilitating a Transaction with a Transaction
Person and (B) no amendments or supplements may be made
following such 365-day period if (1) such amendment or
supplement is reasonably likely to have the purpose of
facilitating a Transaction with a Transaction Person
and (2) during such 365-day period, the Company enters
into any agreement, arrangement or understanding with
any Transaction Person which is reasonably likely to
have the purpose or effect of facilitating a
Transaction with any Transaction Person."
(vi) The last sentence of the first paragraph of text after
the legend in the Summary of Rights to Purchase Preferred
Shares, set forth as Exhibit C to the Rights Agreement,
shall be deleted in its entirety and replaced with the
following sentence:
"The description and terms of the Rights are set forth
in a Rights Agreement, dated as of January 6, 1997,
between General Instrument Corporation and Chase Mellon
Shareholder Services, L.L.C., as amended by Amendment
No. 1, dated as of March 10, 1999, between General
Semiconductor, Inc. and ChaseMellon Shareholder
Services, L.L.C. (the "Rights Agent")( as amended, the
"Rights Agreement")."
(vii) The definition of "Permitted Offer" in the Summary of
Rights to Purchase Preferred Shares, set forth as Exhibit C
to the Rights Agreement, shall be deleted in its entirety
and replaced with the following sentence:
""PERMITTED OFFER" is a tender or exchange offer for
all outstanding Common Shares which is at a price and
on terms determined, prior to the purchase of shares
under such tender or exchange offer, by at least a
majority of the Board of Directors to be adequate and
otherwise in the best interests of the Company and its
stockholders (other than the person or any affiliate or
associate thereof on whose basis the offer is being
made) taking into account all factors that the Board of
Directors may deem relevant."
(viii) The definition of "Disinterested Director" in the
Summary of Rights To Purchase Preferred Shares, set forth as
Exhibit C to the Rights Agreement, shall be deleted in its
entirety.
(ix) The following sentence in the Summary of Rights To
Purchase Preferred Shares, set forth as Exhibit C to the
Rights Agreement, shall be amended by deleting the phrase
"but not involving a Transaction Person (as hereinafter
defined)" so that it shall now read in its entirety as
follows:
"Additionally, the Company may redeem the then
outstanding Rights in whole, but not in part, at the
Redemption Price after the triggering of the Flip-In
Right and before the expiration of any period during
which the Flip-In Right may be exercised in connection
with a merger or other business combination transaction
or series of transactions involving the Company in
which all holders of Common Shares are treated alike."
(x) The following paragraph of the Summary of Rights To
Purchase Preferred Shares, set forth as Exhibit C to the
Rights Agreement, shall be deleted in its entirety:
"In the event that a majority of the directors serving
on the Board following a meeting of stockholders or
stockholder action by written consent are not nominated
by the Board of Directors of the Company serving
immediately prior to such meeting or action, then for
365 days following such meeting or action the Rights
may not be redeemed if such redemption is reasonably
likely to facilitate a combination or sale of assets or
earning power (a "Transaction") with a person (or its
affiliate or associate) who (A) is or will become an
Acquiring Person if the Transaction were to be
consummated and (B) who has directly or indirectly
proposed or nominated a member of the Board of
Directors of the Company who is in office at the time
the Transaction is being considered (a "Transaction
Person"). The Rights may not be redeemed thereafter if
during such 365 day period the Company enters into any
agreement reasonably likely to facilitate a Transaction
with a Transaction Person and the redemption is
reasonably likely to facilitate a Transaction with a
Transaction Person."
(xi) All references in the Rights Agreement (including the
exhibits thereto) to the Rights Agreement shall, from and
after the date hereof, refer to the Rights Agreement as
amended by this Amendment No. 1.
2. Except as amended hereby, the terms and provisions of the
Rights Agreement shall remain in full force and effect.
3. Each party hereto represents and warrants that (i) the
execution, delivery and performance of this Amendment No. 1 by such
party have been duly authorized by all necessary corporate action and
(ii) this Amendment No. 1 constitutes a valid and binding agreement of
such party.
4. This Amendment No. 1 may be executed in any number of
counterparts and 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.
5. This Amendment No. 1 shall become effective as of the date
first above written.
6. This Amendment No. 1 shall be deemed to be a contract made
under the laws of the State of Delaware and for all purposes shall be
governed by and construed in accordance with the laws of such State
applicable to contracts made and to be performed entirely within such
State.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 1 to be duly executed and attested, all as of the date and year first
above written.
GENERAL SEMICONDUCTOR, INC.
By:/s/ Stephen B. Paige
------------------------
Name: Stephen B. Paige
Title: Senior vice President
CHASEMELLON SHAREHOLDER
SERVICES, L.L.C.
By:/s/ Michael A. Nespoli
------------------------
Name: Michael A. Nespoli
Title: Senior Vice President
