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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
AMENDMENT NO. 1
TO
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PremiumWear, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 41-0429620
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(State of incorporation or organization) (I.R.S. Employer/Identification No.)
5500 Feltl Road
Minnetonka, Minnesota 55343-7902
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act: None.
If this form relates to the registration of a class of securities pursuant to
section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box: [_]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check then following box: [X]
Securities to be registered pursuant to Section 12(g) 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, Nasdaq National Market System
$.01 par value
Preferred Share Nasdaq National Market System
Purchase Rights
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Item 1. Description of Securities to be Registered.
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In connection with the Merger Agreement (the "Merger Agreement")
entered into by and among PremiumWear, Inc. (the "Company"), New England
Business Service, Inc. ("Parent") and Penguin Sub, Inc. ("Purchaser"), dated May
26, 2000, described in the Company's Current Report on Form 8-K filed with the
Securities and Exchange Commission on June 9, 2000, the Board of Directors of
the Company and Norwest Bank Minnesota, N.A. (the "Rights Agent") have amended
the Rights Agreement dated as of July 25, 1997 (the "Rights Agreement") between
the Company and the Rights Agent. The purpose of the Amendment to Rights
Agreement is to render the Rights Agreement inapplicable with respect to the
Offer (as defined in the Merger Agreement), the Merger (as defined in the Merger
Agreement), the Merger Agreement and the transactions contemplated thereby and
to ensure that (i) neither Parent nor Purchaser nor any of their Affiliates (as
defined in the Rights Agreement) or Associates (as defined in the Rights
Agreement) is considered to be an Acquiring Person (as defined in the Rights
Agreement) and (ii) the provisions of the Rights Agreement, including the
occurrence of a Distribution Date (as defined in the Rights Agreement), are not
and shall not be triggered by reason of the announcement or consummation of any
of the other transactions contemplated by the Merger Agreement. The Amendment to
the Rights Agreement is attached Exhibit 1 and incorporated herein by reference.
Item 2. Exhibits.
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Exhibit 1. Form of Amendment to Rights Agreement between the Company and
Norwest Bank Minnesota, N.A., dated June 8, 2000.
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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, thereto duly authorized.
PremiumWear, Inc.
By /s/ James S. Bury
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James S. Bury, Vice President of Finance
Dated: June 9, 2000
