SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-A/A
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
PPT VISION, INC.
(Exact name of registrant as specified in its charter)
Minnesota 41-1413345
________________________________________ ____________________
(State of incorporation or organization) (I.R.S. Employer
/Identification No.)
12988 Valley View Road
Eden Prairie, Minnesota 55344
_____________________ __________
(Address of principal
executive offices) (Zip Code)
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
None 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:
Preferred Stock Purchase Rights
(Title of Class)
Item 1. Description of Securities to be Registered.
On October 13, 1999, PPT Vision, Inc. announced that its
Board of Directors had amended the terms of its Rights Amendment
dated as of June 2, 1999 (the "Rights Agreement") between PPT
Vision, Inc. and Norwest Bank Minnesota, N.A., as Rights Agent to
enable Mr. Peter R. Peterson, a member of the Board of Directors
of PPT Vision, Inc. to purchase up to thirty percent (30%) of the
common stock of PPT Vision, Inc. without being deemed an
"Acquiring Person" within the meaning of the Rights Agreement.
The twenty percent (20%) standard for Acquiring Person under the
Rights Agreement remains in effect for all other shareholders of
PPT Vision, Inc.
A copy of Amendment No. 1 is attached as Exhibit 1 to the
Form 8-A/A. All other provisions of the Right Agreement remain
in effect.
Item 2. Exhibits.
Exhibit 1:
Amendment No. 1, dated as of October 13, 1999, to Rights
Agreement, dated as of June 2, 1999, between PPT Vision,
Inc. and Norwest Bank Minnesota, National Association.
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.
PPT VISION, INC.
By /s/ Joseph C. Christenson
________________________________
Joseph C. Christenson, President
Dated: October 19, 1999
EXHIBIT 1
Amendment No. 1, dated as of October 13, 1999, to Rights
Agreement, dated as of June 2, 1999, between the Company and
Norwest Bank Minnesota, National Association.
Section 1 is hereby amended to read as follows:
Section 1. Certain Definitions. For purposes of this
Agreement, the following terms have the meanings indicated:
(a) "Acquiring Person" shall mean any Person (as such term
is hereinafter defined) who or which, together with all
Affiliates (as such term is hereinafter defined) and Associates
(as such term is hereinafter defined) of such Person, without the
prior approval of a majority of the Board of Directors, shall be
the Beneficial Owner (as such term is hereinafter defined) of
voting securities having twenty percent (20%) or more of the then
voting power of the Company, but shall not include the Company,
any Subsidiary of the Company, any employee benefit plan of the
Company or of any Subsidiary of the Company, or any entity
organized, appointed or established by the Company for or
pursuant to the terms of any such plan; provided, however, that
if a Person is the Beneficial Owner at the close of business on
the date of this Agreement of twenty percent (20%) or more of the
voting power of the Company, such Person shall not be deemed an
Acquiring Person unless and until such Person acquires any
additional Common Stock in any manner other than pursuant to a
stock dividend, stock split, recapitalization or similar
transaction that does not affect the percentage of outstanding
Common Stock beneficially owned by such Person. Notwithstanding
the foregoing, no Person shall become an "Acquiring Person" as
the result of an acquisition of Common Stock by the Company
which, by reducing the number of shares outstanding, increases
the proportionate number of shares beneficially owned by such
Person to twenty percent (20%) or more of the then voting power
of the Company then outstanding; provided, however, that if a
Person shall become the Beneficial Owner of twenty percent(20%)
or more of the then voting power of the Company then outstanding
by reason of shares purchased by the Company and shall, after
such share purchases by the Company, become the Beneficial Owner
of additional Common Stock of the Company representing 1% or more
of the shares of Common Stock then outstanding, then such Person
shall be deemed to be an "Acquiring Person." Notwithstanding the
foregoing, if a majority of the members of the Company's Board of
Directors then in office determines in good faith that a Person
who would otherwise be an "Acquiring Person", as defined pursuant
to the foregoing provisions of this paragraph (a), has become
such inadvertently, and such Person divests as promptly as
practicable a sufficient number of shares of Common Stock so that
such Person would no longer be an Acquiring Person, as defined
pursuant to the foregoing provisions of this paragraph (a), then
such Person shall not be deemed to be an "Acquiring Person" for
any purposes of this Agreement. Notwithstanding any of the
foregoing, P.R. Peterson shall not be deemed an Acquiring Person
until such time as he becomes the Beneficial Owner of thirty
percent (30%) or more of the voting power of the Company and
references to "twenty percent (20%)" in this Agreement shall be
deemed to refer to "thirty percent (30%)" when applied to P.R.
Peterson.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and attested as of the day and year
first above written.
PPT Vision, Inc.
Attest:
By___________________ By____________________________
Its Secretary Its President
NORWEST BANK
MINNESOTA, N.A.
Attest:
By_____________________ By__________________________
Its____________________ Its_________________________
