SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A/A
Amendment No. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OF THE
SECURITIES EXCHANGE ACT OF 1934
INTERNATIONAL FLAVORS & FRAGRANCES INC.
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(Exact Name of Registrant as Specified in Its Charter)
New York 13-1432060
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(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
521 West 57th Street 10019
New York, New York (Zip Code)
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(Address of Principal Executive Offices)
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If this form relates to the registration of a If this form relates to the registration of a
class of securities pursuant to Section 12(b) class of securities pursuant to Section
of the Exchange Act and is effective pursu 12(g) of the Exchange Act and is effec
ant to General Instruction A.(c), please tive pursuant to General Instruction
check the following box. |X| A.(d), please check the following box. |_|
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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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Stock Purchase Rights New York Stock Exchange Inc.
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
Item 1. Description of Registrant's Securities to be Registered.
On September 26, 2000, International Flavors & Fragrances Inc.,
a New York corporation (the "Company"), entered into a First Amendment (the
"Amendment") to the Shareholder Protection Rights Agreement, dated as of
March 21, 2000 (the "Rights Agreement"), by and between the Company and The
Bank of New York, as Rights Agent. Capitalized terms used herein but not
defined herein shall have the meanings ascribed to them in the Rights
Agreement.
Pursuant to the Amendment, the definition of "Acquiring Person" in
Section 1.1 of the Rights Agreement has been amended to reduce the
ownership threshold for becoming an Acquiring Person from 20% to 15% of the
Company's Common Stock. Second, Section 5.1 of the Rights Agreement has
been amended to provide that if within 180 days of a public announcement by
a third party of its intent or proposal to engage (without the current and
continuing concurrence of the Board of Directors (the "Board")) in a
transaction involving an acquisition of or business combination with the
Company or otherwise to become an Acquiring Person, and the majority of the
Board elected has not been nominated by the prior Board, the Rights may not
be redeemed for a 180-day period after the effectiveness of such election
unless certain "Value Enhancement Procedures" are implemented to maximize
shareholder value, or that any redemption decision, if challenged, would
meet an "entire fairness" test. Third, Section 5.4 of the Rights Agreement
has been amended to provide that the Rights Agreement may not be amended at
any time during the 180-day period described in the previous sentence.
Item 2. Exhibits.
Exhibit No. Description
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1 Shareholder Protection Rights Agreement, dated as
of March 21, 2000 (the "Rights Agreement"), by
and between International Flavors & Fragrances
Inc. (the "Company") and The Bank of New York,
as Rights Agent ("BONY") (incorporated by reference
to Exhibit 1 to the Company's Registration
Statement on Form 8-A filed on March 22, 2000)
2* First Amendment, dated as of September 26, 2000,
to the Rights Agreement, by and between the Company
and BONY
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* Filed herewith.
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.
INTERNATIONAL FLAVORS &
FRAGRANCES INC.
By: /s/ Stephen A. Block
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Name: Stephen A. Block
Title: Senior Vice President, General Counsel
and Secretary
Date: October 2, 2000
EXHIBIT INDEX
Exhibit No. Description
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1 Shareholder Protection Rights Agreement,
dated as of March 21, 2000 (the "Rights
Agreement"), by and between International
Flavors & Fragrances Inc. (the "Company")
and The Bank of New York, as Rights Agent
("BONY") (incorporated by reference to
Exhibit 1 to the Company's Registration
Statement on Form 8-A filed on March 22,
2000)
2* First Amendment, dated as of September 26,
2000, to the Rights Agreement, by and
between the Company and BONY
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* Filed herewith.
