SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
The Gillette Company
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(Exact name of registrant as specified in its charter)
Delaware 04-1366970
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(State of incorporation or organization) (I.R.S. employer identification no.)
Prudential Tower Building, Boston, MA 02199
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(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
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Common Stock, $1.00 par value New York Stock Exchange, Inc.
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Boston Stock Exchange, Inc.
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Chicago Stock Exchange
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Pacific Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
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Item 1. Description of Registrant's Securities to be Registered.
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Item 1 of the Form 8-A is hereby amended so as to read in its entirety
as follows:
The authorized capital stock of The Gillette Company, a Delaware
Corporation (the "Registrant"), consists of 1,160,000,000 shares of Common
Stock, $1.00 par value (the "Common Stock"), and 5,000,000 shares of preferred
stock, without par value. The Common Stock is listed on the New York, Boston,
Midwest, and Pacific Stock Exchanges.
Common Stock
Subject to the preferences of any outstanding preferred stock, the
holders of Common Stock are entitled to receive dividends when and as declared
by the Board of Directors and paid by the Registrant. The holders of Common
stock are entitled to one vote per share and to share ratably, after provision
for payment of creditors and for any payments to which the holders of any
outstanding preferred stock may be entitled, in the assets of the Registrant in
the event of any liquidation, dissolution or winding-up of the Registrant. There
is no cumulative voting. Other than the preferred stock purchase rights referred
to below, holders of Common Stock have no preemptive or other subscription
rights, and there are no conversion, redemption or sinking fund provisions
applicable thereto. The Board of Directors is authorized to issue from time to
time all of the authorized and unissued shares of Common Stock.
The First National Bank of Boston is the registrar and transfer agent
of the shares of the Registrant's Common Stock.
Preferred Stock
The Board of Directors is authorized to fix the terms of one or more
series of the class of preferred stock and to issue from time to time any or all
of the authorized and unissued shares of preferred stock. Issues of preferred
stock may limit or qualify the rights of holders of the Common Stock.
Series C ESOP Convertible Preferred Stock
At September 30, 1996, 158,900 shares of Series C ESOP Convertible
Preferred Stock, no par value per share ("ESOP Preferred Stock"), were issued
and outstanding. All of the issued and outstanding ESOP Preferred Stock is held
by the Registrant's Employee Stock Ownership Plan. The holders of the ESOP
Preferred Stock are entitled to receive cash dividends in the amount of 8% or
$48.23 per share per annum. Such dividends accrue whether or not declared and
cumulate if not paid when accrued. If full cumulative dividends on the ESOP
Preferred Stock have not been declared and paid or set apart for payment when
due, the Registrant may not pay dividends on any other class of stock ranking
junior to the
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ESOP Preferred Stock, including the Common Stock. Upon any liquidation,
dissolution or winding up of the Registrant, holders of ESOP Preferred Stock are
entitled to receive liquidating distributions in the amount of $602.875 per
share, plus an amount equal to all accumulated and unpaid dividends.
Each share of ESOP Preferred Stock is currently convertible into 40
shares of Common Stock at $15.071875 per share, subject to adjustment for stock
dividends, stock splits and the like. In any matter submitted to a vote of the
holders of the Common Stock of the Registrant, each share of ESOP Preferred
Stock is entitled to a number of votes equal to the number of shares of Common
stock into which such share could be converted (whether or not then convertible)
on the record date for determining the stockholders entitled to vote. Each share
of ESOP Preferred Stock is also currently entitled to 5 Rights (as defined
below) and will, upon the effectiveness of the New Rights (as defined below), be
entitled to 40 New Rights.
The ESOP Preferred Stock is redeemable upon the occurrence of certain
changes in control or other events, at the option of the Registrant or the
holder, depending on the event, at varying prices not less than $602.875 per
share plus accumulated and unpaid dividends.
Preferred Stock Purchase Rights
Pursuant to a Rights Agreement dated as of November 26, 1986, and
amended and restated as of January 17, 1990, between the Registrant and the
First National Bank of Boston (the "Existing Rights Agreement"), a right is
attached to each outstanding share of Common Stock (all of such rights being
referred to collectively by the "Rights"). The Rights trade with the Common
Stock and do not separate from the Common Stock until the occurrence of certain
events. Upon the occurrence of such events, each Right may be exercised to
purchase a fraction of a share of Series A Junior Participating Preferred Stock
(the "Series A Stock"). The Rights are expected to expire on December 9, 1996,
but the expiration date may occur in advance of that time under certain
circumstances. The form of the Existing Rights Agreement specifying the terms of
the Rights, which includes as Exhibit A the form of Right certificate, is filed
as Exhibit 1 to the Gillette Company Form 8, dated January 18, 1990, and is
incorporated herein by reference.
The Board of Directors has reserved 400,000 shares of Series A Stock
for issuance upon exercise of the Rights, which shares have the following terms.
Each share of Series A Stock will be entitled, subject to the rights of holders
of any other series of preference stock having superior rights, to receive
cumulative quarterly cash dividends payable on the fifteenth day of January,
April, July and October in each year equal to the greater of (a) $20.00, or (b)
subject to certain anti-dilution adjustments, currently 800 times the aggregate
per share amount of all cash dividends, and 800 times the aggregate per share
amount (payable in kind) of all non-cash dividends or other distributions other
than a dividend payable in shares of Common Stock, declared on the Common Stock
since the immediately preceding quarterly dividend payment date on the Series A
Stock. Accrued but unpaid dividends shall not bear interest.
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Holders of shares of Series A Stock shall, subject to certain
anti-dilution adjustments, be entitled to 800 votes currently on all matters
submitted to a vote of the Registrant's stockholders, voting together with the
Common Stock as a single class, except as otherwise required by law. In the
event that, at the time of any annual meeting of stockholders for the election
of directors, the amount of dividends in arrears upon the Series A Stock shall
be equal to six full quarterly dividends, the holders of shares of Series A
Stock, voting separately as a class, shall have the right to elect two members
of the Board of Directors, which right shall continue until all accrued
dividends shall have been paid. In addition, during such time as dividends on
the Series A Stock are in arrears as set forth above, the terms of the Series A
Stock limit the Company's ability to pay dividends and to redeem or repurchase
or otherwise acquire shares of its stock.
Upon any liquidation (voluntary or otherwise), dissolution or winding
up of the Registrant, holders of Series A Stock shall be entitled to receive,
before any distribution is made with respect to shares of stock ranking junior
to the Series A Stock, an amount equal to the greater of (a) $200.00 per share,
or (b) subject to certain anti-dilution adjustments, currently 800 times the
aggregate per share amount to be distributed to holders of the Common Stock.
In the event of any consolidation, merger, combination or other
transaction in which the shares of Common Stock are exchanged for or changed
into other stock or securities, cash and/or other property, then in any such
case the shares of Series A Stock shall be similarly exchanged or changed in an
amount per share, subject to certain anti-dilution adjustments, equal to
currently 800 times the aggregate amount of stock, securities, cash and/or any
other property (payable in kind), as the case may be, into which or for which
each share of Common Stock is changed or exchanged.
The shares of Series A Stock will rank pari passu with (or, if
determined by the Board of Directors, junior and subordinate to) all other
series of preferred stock of the Registrant with respect to dividends and/or
liquidation preference.
The Series A Stock may be issued in fractional shares, and is not
subject to mandatory redemption.
On December 14, 1995, the Board of Directors renewed the Existing
Rights Agreement and declared a dividend distribution of one Right for each
share of the Common Stock and 40 Rights for each share of the ESOP Preferred
Stock outstanding upon the "Expiration Date" under the Existing Rights Agreement
(the "Record Date"). The Record Date is expected to occur on December 9, 1996,
but may occur in advance of that time under certain circumstances. Each Right
will replace the preferred stock purchase rights outstanding under the Existing
Rights Agreement and initially entitles the registered holder to purchase from
the Company one ten-thousandth of a share of Series A Stock, or in certain
circumstances, to receive cash, property, Common Stock or other securities of
the Registrant, at a purchase
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price (the "Purchase Price") of $225.00 per one ten-thousandth a share of Series
A Stock, subject to adjustment (the "New Rights"). Each New Right will be
attached to each share of Common Stock and will trade with the Common Stock and
does not separate from the Common Stock until the occurrence of certain events.
Upon the occurrence of such events, each New Right may be exercised, unless
earlier redeemed or expired. The New Rights will expire on December 14, 2005,
subject to extension. The form of the Renewed Rights Agreement, dated as of
December 14, 1995 between The Gillette Company and The First National Bank of
Boston, specifies the terms of the New Rights (including as Exhibit A the form
of new Rights certificate), is filed as Exhibit 4 to The Gillette Company
Current Report on Form 8-K, dated December 18, 1995, and is incorporated herein
by reference. The New Rights are further described in The Gillette Company
Registration on Form 8-A, dated November 4, 1996 and incorporated by reference
herein.
Certain Provisions of the Certificate of Incorporation, Bylaws and Delaware Law
Under Article 9 of the Certificate of Incorporation of the Registrant
and the related provisions of Article XIII of the bylaws of the Registrant, the
Board of Directors of the Registrant is classified into three classes as nearly
equal in number as possible, with one class being elected each year for a
three-year term. A director may only be removed for cause and only by the
majority vote of the outstanding shares entitled to vote. The affirmative vote
of at least 75% of the votes of the shares entitled to vote is required to amend
or repeal Article 9 of the Certificate of Incorporation or Article XIII of the
bylaws or to adopt any provision inconsistent therewith.
The bylaws provide that special meetings of stockholders may be called
only by the Chief Executive Officer or the Board of Directors of the Registrant.
The bylaws also provide that in general stockholder proposals intended to be
presented at a meeting of stockholders, including proposals for the nomination
of directors, must be received by the Registrant 60 days in advance of the
meeting.
The Registrant's bylaws contain provisions requiring the Registrant to
indemnify any director, officer, employee or agent to the fullest extent
permitted under Delaware law. The Registrant's Certificate of Incorporation
provides that a director of the Registrant shall not be personally liable to the
Registrant or its stockholders for monetary damages arising out of the
director's breach of that person's fiduciary duty as a director, except to the
extent that Delaware law does not permit exemption from such liability.
The Board of Directors is expressly authorized to adopt, amend or
repeal the bylaws of the Registrant, except as provided in the Certificate of
Incorporation and subject to the power of the stockholders to adopt, amend or
repeal the bylaws.
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The Registrant is subject to the provisions of Section 203 of the
General Corporation Law of Delaware. In general, this statute prohibits a
publicly-held Delaware corporation from engaging in a "business combination"
with an "interested stockholder" for a period of three years after the date of
the transaction in which the person becomes an interested stockholder, unless
the business combination is approved in a prescribed manner. An "interested
stockholder" is a person who, together with affiliates and associates, owns (or
within the prior three years did own) 15% or more of the corporation's voting
stock.
Item 2. Exhibits.
Item 2 of the Form 8-A is hereby amended by deleting the current
Exhibit items which define the rights of the holders of each class of registered
securities, including any contracts or other documents which limit or qualify
the rights of such holders, and adding the following documents as Exhibits:
1.1 Composite Certificate of Incorporation of The Gillette Company, as amended,
filed as Exhibit 3(a) to the Gillette Company Annual Report on Form 10-K for the
year ended December 31, 1989, Commission File No. I-922, incorporated by
reference herein.
1.2 The Bylaws of The Gillette Company, as amended April 15, 1993, filed as
Exhibit 3(b) to The Gillette Company Quarterly Report on Form 10-Q for the
period ended March 31, 1993, incorporated by reference herein.
1.3 Specimen of form of certificate representing ownership of The Gillette
Company Common Stock, $1.00 par value, as adopted by the Board of Directors of
the Company on December 15, 1977, filed as Exhibit 4(a) to The Gillette Company
Annual Report on Form 10-K for the year ended December 31, 1986, Commission File
No. I-922, incorporated by reference herein.
1.4 Form of Certificate of Designation, Preferences and Rights of Series A
Junior Participating Preferred Stock of the Gillette Company filed as Exhibit A
to Exhibit 1 to The Gillette Company Current Report on Form 8-K, dated December
31, 1985, Commission File No. I-922, incorporated by reference herein.
1.5 Rights Agreement dated as of November 26, 1986, and amended and restated as
of January 17, 1990, between The Gillette Company and The First National Bank of
Boston, filed as Exhibit 1 to The Gillette Company Form 8, dated January 18,
1990, incorporated by reference herein.
1.6 Renewed Rights Agreement dated as of December 14, 1995 between The Gillette
Company and The First National Bank of Boston, filed as Exhibit 4 to The
Gillette Company Current Report on Form 8-K, dated December 18, 1995, Commission
File No. I-922, incorporated by reference herein.
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1.7 The Gillette Company Registration on Form 8-A, dated November 4, 1996,
Commission File No. I-922, incorporated by reference herein.
1.8 Certificate of Designation of the Series C ESOP Convertible Preferred Stock
of The Gillette Company, dated January 17, 1990, filed as Exhibit 4(e) to The
Gillette Company Annual Report on Form 10-K for the year ended December 31,
1989, Commission File No. I- 922, incorporated by reference herein.
1.9 Certificate of Amendment relating to an increase in the amount of authorized
shares of preferred stock and common stock, filed as Exhibit 3(i) to The
Gillette Company Quarterly Report on form 10-Q for the period ended March 31,
1995, Commission File No. I-922, incorporated by reference herein.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereto duly authorized.
THE GILLETTE COMPANY
By: /s/ Thomas F. Skelly
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Thomas F. Skelly
Senior Vice President, Finance
Date: November 12, 1996
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