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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-A12G/A
Amendment No. 2
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
KULICKE AND SOFFA INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Pennsylvania 23-1498399
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(State of Incorporation (IRS Employer Identification Number)
or Organization)
2101 Blair Mill Road
Willow Grove, Pennsylvania 19090
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(Address of Principal Executive Offices) (Zip Code)
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If this form relates to the registration If this form relates to the
of a class of securities and is effective registration of a class of
upon filing pursuant to Section 12(b) securities pursuant to Section 12(g)
of the Exchange Act and is effective of the Exchange Act and is effective
pursuant to General Instruction A.(c), pursuant to General Instruction A.(d),
please check the following box. [_] please check the following box. [X]
Securities Act registration statement file number to which this form relates: N/A
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Securities to be registered pursuant to Section 12(b) of the Act:
None
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, without par value
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(Title of Class)
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This Amendment No. 2 to Registrant's Form 8-A/A is being filed to reflect the
increase in authorized shares of the Company in connection with its July, 2000
2-for-1 common stock split and to update certain other disclosures. The
following description supersedes the description contained in the Company's
prior Form 8-A/A.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The authorized capital stock of the Company consists of 200,000,000
shares of Common Stock, without par value, and 5,000,000 shares of preferred
stock, without par value.
COMMON STOCK
The holders of the Common Stock are entitled to one vote per share for
each share held of record on all matters submitted to a vote of shareholders.
Subject to preferential rights with respect to any series of preferred stock
that may be issued, holders of the Common Stock are entitled to receive ratably
such dividends as may be declared by the Board of Directors on the Common Stock
out of funds legally available therefor, and, in the event of a liquidation,
dissolution or winding-up of the affairs of the Company, are entitled to share
equally and ratably in all remaining assets and funds of the Company. In the
election of directors, the holders of the Common Stock may multiply the number
of votes the shareholder is entitled to cast by the total number of directors to
be elected at a meeting of shareholders and cast the whole number of votes for
one candidate or distribute them among some or all candidates. The holders of
the Common Stock have no preemptive rights or rights to convert shares of the
Common Stock into any other securities and are not subject to future calls or
assessments by the Company.
PREFERRED STOCK
The Company, by resolution of the Board of Directors and without any
further vote or action by the shareholders, has the authority to issue preferred
stock in one or more classes or series and to fix from time to time the number
of shares to be included in each such series and the designations, preferences,
qualifications, limitations, restrictions and special or relative rights of the
shares of each such series. The ability of the Company to issue preferred stock,
while providing flexibility in connection with possible acquisitions and other
corporate purposes, could adversely affect the voting power of the holders of
the Common Stock and could have the effect of making it more difficult for a
person to acquire, or of discouraging a person from acquiring, control of the
Company.
CERTAIN CHARTER AND BY-LAW PROVISIONS
The Company's By-laws provide for a classified Board of Directors
consisting of four classes as nearly equal in size as the then authorized number
of directors constituting the Board of Directors permits. At each annual meeting
of shareholders, the class of directors to be elected at such meeting will be
elected for a four-year term and the directors in the other three classes will
continue in office. Each class shall hold office until the date of the fourth
annual meeting for the election of directors following the annual meeting at
which such
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director was elected. As a result, approximately one-fourth of the Board of
Directors will be elected each year. Under the Pennsylvania Business Corporation
Law of 1988, as amended (the "BCL"), in the case of a corporation having a
classified board, shareholders may remove a director only for cause. This
provision, when coupled with the provision of the By-laws authorizing the Board
of Directors to fill vacant directorships, precludes a shareholder from removing
incumbent directors without cause and simultaneously gaining control of the
Board of Directors by filling the vacancies created by such removal with its own
nominees.
The Company's By-laws provide that no director of the Company shall be
personally liable to the Company or its shareholders unless the director has
breached or failed to perform the duties of his office and the breach or failure
to perform constituted self-dealing, willful misconduct or recklessness. The
effect of this provision is to limit the ability of the Company and its
shareholders (through shareholder derivative suits on behalf of the Company) to
recover monetary damages against a director for breach of certain fiduciary
duties as a director (including breaches resulting from grossly negligent
conduct). This provision does not, however, exonerate the directors from
liability (i) pursuant to any criminal statute or (ii) for the payment of taxes
pursuant to federal, state or local law. The By-laws of the Company provide for
indemnification of the officers and directors of the Company to the fullest
extent permitted by applicable law.
The Company's Articles of Incorporation include provisions that may
have an anti-takeover effect. The Articles of Incorporation prohibit the Company
from engaging in certain business combinations with any 20% Shareholder (as
defined) unless such business combination was approved by the Board of Directors
before the 20% Shareholder became a 10% Shareholder (as defined), is approved by
70% of the Continuing Directors (as defined) of the Company or is approved by
the affirmative vote of the holders of at least 80% of the outstanding shares of
all classes and series of the Company's capital stock voting as a single class
(85% with respect to certain mergers in which the shareholders do not receive a
specified amount of cash per share) and by the holders of 66 2/3% of the
outstanding shares of the Company's capital stock other than the shares
beneficially owned by the 20% Shareholder (75% with respect to the mergers
referred to above). Moreover, the Company, unless approved by 70% of the
Continuing Directors and except for certain self-tenders, is prohibited from
purchasing shares of its capital stock or, other than in the ordinary course of
business, purchasing or selling assets or providing or receiving services from
any 10% Shareholder without the affirmative vote of the holders of at least 50%
of the outstanding shares of capital stock other than the shares beneficially
owned by the 10% Shareholder (as defined).
The BCL includes additional provisions that may have an anti-takeover
effect. The following summary of the BCL provisions applicable to the Company
does not purport to be complete and is qualified in its entirety by reference to
the BCL.
(i) Business Combination Transactions. The BCL
prohibits a corporation from engaging in any merger or other
business combination with an "interested shareholder" or an
affiliate thereof unless (A) the business combination or the
acquisition of shares in which a person becomes an interested
shareholder is approved by the Board of Directors before the
shareholder becomes an "interested shareholder," (B) the
interested shareholder owns 80% of the corporation's
outstanding voting shares and the business combination
satisfies certain "fair price" criteria and is approved by the
holders of a
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majority of the remaining shares, or (C) the holders of a
majority of the voting shares (excluding those held by the
interested shareholder unless the fair price criteria are
satisfied) approve the business combination at a meeting held
no earlier than five years after the interested shareholder's
acquisition date. An "interested shareholder" is any
beneficial owner of 20% or more of the voting shares of a
corporation or an affiliate of the corporation who was at any
time within the five year period prior to the date in question
a beneficial owner of 20% or more of the voting shares of the
corporation.
(ii) Directors' Standard of Care. The BCL expressly
permits directors of a corporation to consider the interests
of constituencies other than shareholders, such as employees,
suppliers, customers and the community, in discharging their
duties. In April 1990, the BCL was amended to provide, among
other things, that directors need not, in their consideration
of the best interests of the corporation, consider any
particular constituency's interest, including the interests of
shareholders, as the dominant or controlling interest.
Further, the BCL, as amended in April 1990, expressly provides
that directors do not violate their fiduciary duty solely by
relying on "poison pills" or anti-takeover provisions of the
BCL.
The effect of the above-described provisions, as well as the
classification of the Company's Board of Directors, may be to deter hostile
takeovers at a price higher than the prevailing market price for the Common
Stock. In some circumstances, certain shareholders may consider these
anti-takeover provisions to have disadvantageous effects. Tender offers or other
non-open market acquisitions of stock are frequently made at prices above the
prevailing market price of a company's stock. In addition, acquisitions of stock
by persons attempting to acquire control through market purchases may cause the
market price of the stock to reach levels that are higher than would otherwise
be the case. These anti-takeover provisions may discourage any or all of such
acquisitions, particularly those of less than all of the Common Stock, and may
thereby prevent certain holders of Common Stock from having an opportunity to
sell their stock at a temporarily higher market price.
The April 1990 amendments to the BCL contain two additional provisions
that would have also automatically applied to the Company had its Board of
Directors not acted by July 26, 1990 to opt out of them. The Board of Directors
of the Company amended the By-laws to opt out of the "control share" provision,
which limits the voting power of shareholders owning 20 percent or a more of a
corporation's voting stock, and also to opt out of the "disgorgement" provision,
which permits a corporation to recover profits resulting from the sale of shares
in certain situations, including those where an individual or group attempts to
acquire at least 20 percent of the corporation's voting shares. Further, at the
Company's Annual Meeting on February 9, 1999, the Company's shareholders
approved an amendment to the Company's Articles of Incorporation opting out of
Subchapter E of the BCL which, under certain circumstances, permits shareholders
to require a person or group acquiring voting power over at least 20% of a
corporation's shares to purchase such shareholders' shares in the corporation
for "fair value" (as defined).
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Item 2. Exhibits.
3(i) The Registrant's Form of Articles of Incorporation, as amended as of
July 5, 2000.
3(ii)* The Registrant's By-Laws, as amended and restated.
4* The Registrant's Specimen Common Share Certificate.
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* Previously filed with Amendment No. 1 to this Form 8-A.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized.
KULICKE AND SOFFA INDUSTRIES, INC.
By: /s/ Robert F. Amweg
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Robert F. Amweg,
Vice President and Treasurer
Date: July 13, 2000
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EXHIBIT INDEX
Exhibit
Number Exhibit Name
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3(i) The Registrant's Form of Articles of Incorporation, as amended
as of July 5, 2000.
3(ii)* The Registrant's By-Laws, as amended and restated.
4* The Registrant's Specimen Common Share Certificate.
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* Previously filed with Amendment No. 1 to this Form 8-A.
