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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
(Amendment No. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CIRCLE INTERNATIONAL GROUP, INC.
[Exact name of registrant as specified in its charter]
Delaware [ ] 94-1740320
(State of incorporation (Commission (IRS employers or organization
or organization) File Number) Identification No.)
260 Townsend Street
San Francisco, CA 94107-0933
(Address of Principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and its
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(b) of the Act:
Title of Each Class to be Registered: Name of Each Exchange on Which Class is
to be Registered:
None None
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Share Purchase Rights
(Title of Class)
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The undersigned registrant hereby amends Item 1 of its Registration
on Form 8-A, filed on , October 26, 1994 (the "Form 8-A"), by adding the
information set forth below. The registrant also amends Item 2 of the Form 8-A
by adding the Amendment to Rights Agreement as Exhibit 2.
Item 1. Description of Registrant's Securities to be Registered.
Amendment to the Rights Agreement
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On , July 2, 2000, EGL, Inc., a corporation organized under the laws
of Texas ("Parent"), EGL Delaware I, Inc., a Delaware corporation and a direct
wholly-owned subsidiary of Parent ("Merger Sub"), and Circle International
Group, Inc., a Delaware corporation (the "Company"), entered into an Agreement
and Plan of Merger (the "Merger Agreement"), providing, among other things, for
the merger of Merger Sub with and into the Company, whereupon the Company
will become a wholly-owned subsidiary of Parent.
Immediately prior to the execution of the Merger Agreement, the
Company executed an amendment (the "Amendment") to the Rights Agreement, dated
as of October 24, 1994 (the "Rights Agreement"), between the Company and
Chemical Trust Company of California (the "Rights Agent"). The Amendment
provides, among other things, that (a) none of the Merger Agreement, the Option
Agreements, each dated as of July 2, 2000, between the Company and Parent (the
"Option Agreements") and the Stockholder Agreements, each dated as of July 2,
2000, between Parent and certain affiliates of Parent and the Company, or the
consummation of the transactions contemplated thereby, will cause (i) Parent or
Merger Sub or any of their affiliates or associates to be deemed an "Acquiring
Person" under the Rights Agreement or (ii) the "Stock Acquisition Date" or the
"Distribution Date under the Rights Agreement to occur upon any such event, and
(b) the "Rights" (as defined in the Rights Agreement) will expire upon the
earliest of (i) the close of business on the Final Expiration Date (as defined
in the Rights Agreement), (ii) the time at which the Rights are redeemed as
provided in Section 23 thereof, (iii) the time at which the Rights are
exchanged as provided in Section 24 thereof, and (iv) immediately prior to the
Effective Time (as defined in the Merger Agreement).
A copy of the Amendment is available free of charge from the
Company. This summary description of the Amendment does not purport to be
complete and is qualified in its entirety by reference to the Amendment which
is attached hereto as Exhibit 2 and is incorporated herein by reference.
2
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The undersigned registrant hereby amends Item 2 to the Form 8-A by
restating Item 2, to read as follows:
Exhibit No. Description
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(1) Rights Agreement, dated as of October 24, 1994, between
the Company and Chemical Trust Company of California,
including the Certificate of Designation of Preferences
and Rights of the Series A Junior Participatory
Preferred Stock, the form of Rights Certificate and the
Summary of Rights to Purchase Preferred Stock attached
thereto as Exhibits A, B, respectively (previously
filed as Exhibit 1 to the Company's Registration
Statement on Form 8-A, dated October 24, 1994, which
exhibit is hereby incorporated by reference).
(2) Amendment to Rights Agreement, dated as of July 2, 2000
(filed as Exhibit 4.2 to the Company's Current Report
on Form 8-K, dated July 3, 2000, which exhibit is hereby
incorporated by reference).
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to the
registration statement to be signed on its behalf by the undersigned hereunto
duly authorized.
CIRCLE INTERNATIONAL, INC.
Date: July 3, 2000 By: /s/ Janice Kerti
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Janice Kerti
Senior Vice President,
Chief Financial Officer, and
Principal Accounting Officer
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EXHIBIT INDEX
Exhibit No.
(1) Rights Agreement, dated as of October 24, 1994, between
the Company and Chemical Trust Company of California,
including the Certificate of Designation of Preferences
and Rights of the Series A Junior Participatory Preferred
Stock, the form of Rights Certificate and the Summary of
Rights to Purchase Preferred Stock attached thereto as
Exhibits A, B, respectively (previously filed as Exhibit 1
to the Company's Registration Statement on Form 8-A, dated
October 24, 1994, which exhibit is hereby incorporated by
reference).
(2) Amendment to Rights Agreement, dated as of July 2, 2000
(filed as Exhibit 4.2 to the Company's Current Report on
Form 8-K, dated July 3, 2000, which exhibit is hereby
incorporated by reference).
