SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
(Amendment No. 2)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Cordant Technologies Inc.
(Exact name of registrant as specified in its charter)
Delaware 36-2678716
(State of incorporation) (IRS Employer Identification No.)
15 W. South Temple, Suite 1600
Salt Lake City, Utah 84101-1532
(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and is 12(g) of the Exchange Act and is
effective pursuant to General effective pursuant to General
Instruction A.(c), please check Instruction A.(d), please check
the following box. [X] the following box. [ ]
Securities Act registration statement file number to which this
form relates:
----------------------
(If applicable)
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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Preferred Share Purchase Rights New York Stock Exchange
Chicago Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
(Title of Class)
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The undersigned registrant hereby amends Items 1 and 2 of its
Registration Statement on Form 8-A (File No. 1-06179), filed with the Securities
and Exchange Commission (the "SEC") on May 28, 1997 (the "Form 8-A"), as amended
by Amendment No. 1 thereto, filed with the SEC on March 20, 1998, as set forth
below.
Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Item 1 of the Form 8-A is hereby amended to read in its entirety as
follows:
Cordant Technologies Inc. (the "Company") and First Chicago Trust
Company of New York (the "Rights Agent") entered into Amendment No. 1 (the
"First Amendment"), dated as of March 14, 2000, to the Rights Agreement, dated
as of May 22, 1997, between the Company and the Rights Agent (the "Rights
Agreement"). On May 22, 1997, the Board of Directors of the Company (the
"Board") declared a dividend of one preferred share purchase right (a "Right")
for each share of common stock, par value $1.00 per share ("Common Shares"), of
the Company outstanding on May 30, 1997 to the stockholders of record on that
date. The description and terms of the Rights, giving effect to a two-for-one
stock split in the form of a stock dividend paid on March 13, 1998 (the "Stock
Split"), is set forth in Item 1 of Amendment No. 1 on Form 8-A/A, filed with the
SEC on March 20, 1998, to the Form 8-A, and is incorporated herein by reference.
The Rights Agreement was filed as Exhibit 4 to the Form 8-A and is incorporated
herein by reference.
FIRST AMENDMENT TO RIGHTS AGREEMENT. The Company and the Rights
Agent entered into the First Amendment in connection with the Agreement and Plan
of Merger, dated as of March 14, 2000, among Alcoa Inc., a Pennsylvania
corporation ("Alcoa"), Omega Acquisition Corp., a Delaware corporation and a
wholly-owed subsidiary of Alcoa ("Merger Sub"), and the Company (as it may be
amended or supplemented from time to time, the "Merger Agreement") pursuant to
which (a) Merger Sub commenced, on March 20, 2000, an offer (as described and
defined in the Merger Agreement, the "Offer") to purchase for cash all of the
issued and outstanding Common Shares and the associated Rights and (b) following
completion of the Offer, Merger Sub will be merged with and into the Company,
with the Company as the surviving corporation in the merger (as described and
defined in the Merger Agreement, the "Merger"), all on the terms and subject to
the conditions set forth in the Merger Agreement.
The First Amendment provides, among other things, that neither Alcoa
nor Merger Sub shall become an Acquiring Person (as defined in the Rights
Agreement, as
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amended), nor shall a Distribution Date (as defined in the Rights Agreement, as
amended) occur, as a result of (i) the execution, delivery or performance of the
Merger Agreement, (ii) the announcement, making or consummation of the Offer,
(iii) the acquisition of Common Shares pursuant to the Offer or the Merger or
(iv) the consummation of the Merger or any other transaction contemplated by the
Merger Agreement.
The First Amendment also provides that the registered holder of any
Right Certificate (as defined in the Rights Agreement, as amended) may exercise
the Rights evidenced thereby (except as otherwise provided in the Rights
Agreement, as amended) in whole or in part at any time after the Distribution
Date upon surrender of the Right Certificate, with the form of election to
purchase on the reverse side thereof duly executed, to the Rights Agent at the
principal office of the Rights Agent, together with payment of the Purchase
Price (as defined in the Rights Agreement, as amended) for each one
two-hundredth of a Preferred Share as to which the Rights are exercised, at or
prior to the earliest of (a) the earlier of (i) the close of business on May 30,
2007 and (ii) the time immediately prior to the consummation of the Offer, (b)
the time at which the Rights are redeemed as provided in Section 23 of the
Rights Agreement, as amended, or (c) the time at which such Rights are exchanged
as provided in Section 24 of the Rights Agreement, as amended.
The First Amendment also provides that Section 13 of the Rights
Agreement, as amended, relating to changes in the terms of the Rights as a
result of certain consolidations, mergers or sales or transfers of 50% or more
of the assets or earning power of the Company and its subsidiaries (taken as a
whole), will not apply to the Merger.
The foregoing summary description of the First Amendment is
qualified in its entirety by reference to the full text of the First Amendment,
which is filed as Exhibit 2 hereto and is incorporated herein by reference.
Item 2. EXHIBITS.
Item 2 of the Form 8-A is hereby amended to read in its entirety as
follows:
1. Rights Agreement, dated as of May 22, 1997, between Cordant
Technologies Inc. (formerly named Thiokol Corporation) and First
Chicago Trust Company of New York, as Rights Agent (incorporated by
reference to Exhibit 4 to Cordant Technologies Inc.'s Registration
Statement on Form 8-A, filed with the Securities and Exchange
Commission on May 28, 1997).
2. Amendment No. 1, dated as of March 14, 2000, to Rights Agreement,
dated as of May 22, 1997, between Cordant Technologies Inc. and First
Chicago Trust Company of New York, as Rights Agent (filed herewith).
2
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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, thereunto duly authorized.
Dated: March 22, 2000
CORDANT TECHNOLOGIES INC.
By: /s/ Edwin M. North
---------------------------------
Name: Edwin M. North
Title: Vice President and
Corporate Secretary
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EXHIBIT LIST
No.
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1. Rights Agreement, dated as of May 22, 1997, between Cordant Technologies Inc.
(formerly named Thiokol Corporation) and First Chicago Trust Company of New
York, as Rights Agent (incorporated by reference to Exhibit 4 to Cordant
Technologies Inc.'s Registration Statement on Form 8-A, filed with the
Securities and Exchange Commission on May 28, 1997).
2. Amendment No. 1, dated as of March 14, 2000, to Rights Agreement, dated
as of May 22, 1997, between Cordant Technologies Inc. and First
Chicago Trust Company of New York, as Rights Agent (filed
herewith).
4
Exhibit 2
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AMENDMENT NO. 1 TO RIGHTS AGREEMENT
AMENDMENT NO. 1 (this "Amendment"), dated as of March 14, 2000,
to the Rights Agreement (the "Rights Agreement"), dated as of May 22, 1997,
between Cordant Technologies Inc., a Delaware corporation (formerly known as
Thiokol Corporation) (the "Company"), and First Chicago Trust Company of New
York (the "Rights Agent").
WHEREAS, the Company and the Rights Agent have heretofore
executed and entered into the Rights Agreement; and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company
may from time to time supplement or amend the Rights Agreement in accordance
with the provisions of Section 27 thereof; and
WHEREAS, the Company proposes to enter into an Agreement and Plan
of Merger (the "Merger Agreement"), dated as of March 14, 2000, among Alcoa
Inc., a Pennsylvania corporation ("Alcoa"), Omega Acquisition Corp., a
Delaware corporation and a wholly owned subsidiary of Alcoa ("Merger Sub"),
and the Company; and
WHEREAS, the Board of Directors of the Company has determined that
the Offer, the Merger (each such term as defined in the Merger Agreement) and
the other transactions contemplated by the Merger Agreement are fair to and in
the best interests of the Company and its stockholders; and
WHEREAS, the Board of Directors of the Company has determined, in
connection with its contemplation of the Merger Agreement, that it is necessary
and desirable to amend the Rights Agreement to exempt the Merger Agreement and
the transactions contemplated thereby (including the Offer and the Merger) from
the application of the Rights Agreement as set forth in this Amendment.
NOW, THEREFORE, the Company hereby amends the Rights Agreement as
follows:
1. Section 1(a) of the Rights Agreement is hereby amended and
supplemented by adding the following sentence at the end thereof:
"Notwithstanding the foregoing, neither Alcoa Inc., a Pennsylvania
corporation ("Parent"), nor Omega Acquisition Corp., a Delaware
corporation and a wholly owned subsidiary of Parent ("Merger Sub"),
shall become an Acquiring Person as a result of the execution,
delivery or performance of the Agreement and Plan of Merger, dated
as of March 14, 2000, among Parent, Merger Sub and the Company (as
it may be amended or supplemented from time to time, the "Merger
Agreement"), the announcement, making or consummation of the Offer
(as defined in the Merger Agreement), the acquisition of Common
Shares pursuant to
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the Offer or the Merger (as defined in the Merger Agreement), the
consummation of the Merger or any other transaction contemplated
by the Merger Agreement."
2. Section 3(a) of the Rights Agreement is hereby amended and
supplemented by adding the following sentence immediately following
the first sentence thereof:
"Notwithstanding the foregoing, so long as the Merger Agreement has
not been terminated pursuant to Section 7.1 thereof, a Distribution
Date shall not occur or be deemed to occur as a result of the
execution, delivery or performance of the Merger Agreement, the
announcement, making or consummation of the Offer, the acquisition
of Common Shares pursuant to the Offer or the Merger, the
consummation of the Merger or any other transaction contemplated by
the Merger Agreement."
3. Section 7(a) of the Rights Agreement is hereby amended to read in
its entirety as follows:
"The registered holder of any Right Certificate may exercise the
Rights evidenced thereby (except as otherwise provided herein) in
whole or in part at any time after the Distribution Date upon
surrender of the Right Certificate, with the form of election to
purchase on the reverse side thereof duly executed, to the Rights
Agent at the principal office of the Rights Agent, together with
payment of the Purchase Price for each one one-hundredth of a
Preferred Share as to which the Rights are exercised, at or prior to
the earliest of (i) the earlier of (x) the Close of Business on May
30, 2007 and (y) the time immediately prior to the consummation of
the Offer (such earlier time, the "Final Expiration Date"), (ii) the
time at which the Rights are redeemed as provided in Section 23
hereof (the "Redemption Date"), or (iii) the time at which such
Rights are exchanged as provided in Section 24 hereof."
4. Section 13 of the Rights Agreement is hereby amended and
supplemented by adding the following sentence at the end thereof:
"Notwithstanding the foregoing, this Section 13 shall not apply to
the Merger."
5. This Amendment 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 to be made and performed entirely within such State.
6. This Amendment 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.
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7. In all respects not inconsistent with the terms and provisions of
this Amendment, the Rights Agreement is hereby ratified, adopted,
approved and confirmed. In executing and delivering this Amendment,
the Rights Agent shall be entitled to all the privileges and
immunities afforded to the Rights Agent under the terms and
conditions of the Rights Agreement.
8. If any term, provision, covenant or restriction of this Amendment is
held by a court of competent jurisdiction or other authority to be
invalid, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions of this Amendment, and of the
Rights Agreement, shall remain in full force and effect and shall in
no way be affected, impaired or invalidated.
* * *
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IN WITNESS WHEREOF, this Amendment has been duly executed by the
Company and the Rights Agent as of the day and year first written above.
Attest: CORDANT TECHNOLOGIES INC.
By: /s/ Edwin M. North By: /s/ James R. Wilson
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Name: Edwin M. North Name: James R. Wilson
Title: Corporate Secretary Title: Chairman, President and
Chief Executive Officer
Attest: FIRST CHICAGO TRUST COMPANY
OF NEW YORK
By: /s/ Anita Fletcher By: /s/ Laurence A. Woods
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Name: Anita Fletcher Name: Laurence A. Woods
Title: Assistant Vice President Title: Vice President
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