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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SUNRISE MEDICAL INC.
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(Exact name of registrant as specified in its charter)
Delaware 95-3836867
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
2382 Faraday Avenue, Suite 200, Carlsbad, CA 92008
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(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of securities and is
effective upon filing pursuant to General Instruction A(c)(1), please check the
following box. [_]
If this Form relates to the registration of class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2), please check the following box. [_]
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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Common Stock Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
On May 16, 1997 Sunrise Medical Inc. (the "Registrant") executed an Amended
and Restated Rights Agreement between the Registrant and ChaseMellon Shareholder
Services, L.L.C., which affected certain modifications to the Rights Agreement
dated as of April 24, 1990 between the Registrant and Security Pacific National
Bank, which had previously been amended by that certain letter agreement dated
January 15, 1993 between the Registrant and Chemical Trust Company of California
(as successor to Security Pacific National Bank). Capitalized terms used herein
and not otherwise defined shall have the meanings ascribed to them in the
Amended and Restated Rights Agreement.
The Amended and Restated Rights Agreement, among other things, affects the
following modifications to the Registrant's Rights Agreement: (i) provides that
rights will be distributed at such time as a person acquires 15% or greater of
the Registrant's Common Shares or within 10 days following a public announcement
that a person intends to make a tender offer for 15% or greater of the
Registrant's Common Shares, (ii) increases the purchase price payable upon
exercise of a Right to $60, (iii) extends the Final Expiration Date of the
Rights to May 16, 2007, (iv) substitutes ChaseMellon Shareholder Services,
L.L.C. as Rights Agent, (v) eliminates the power of the Board of Directors to
redeem the Rights following the acquisition by a person, company or group of
beneficial ownership of 15% or more of the Registrant's Common Shares, (vi)
prohibits the Board of Directors from redeeming the Rights during the 180 days
following the election of (a) a majority of the Board of Directors by
stockholder action by written consent or (b) a Board of Directors comprised of
persons elected at a meeting of the stockholders who were not nominated by the
previous Board of Directors, (vii) vests in directors other than Interested
Directors the power to delay the date on which Rights become exercisable and
transferable apart from the Registrant's Common Shares and limits the exercise
of such power to situations involving proxy tender or exchange offers, and
(viii) provides the Company with the flexibility to pay the Redemption Price for
the Rights in cash, Common Shares or any other form of consideration deemed
appropriate by the Board of Directors.
Except as modified above, Item 1 of the Registrant's Form 8-A filed June
29, 1992 is incorporated herein by reference. A copy of the Amended and
Restated Rights Agreement has been filed as an exhibit to the Registrant's
Current Report on Form 8-K filed with the Securities and Exchange Commission on
May 16, 1997 and is incorporated herein by reference. The foregoing discussion
is qualified in its entirety by reference to the Amended and Restated Rights
Agreement.
Item 2. Exhibits.
4.1 Amended and Restated Rights Agreement, dated as of May 16, 1997,
between Sunrise Medical Inc. and ChaseMellon Shareholder Services,
L.L.C., as Rights
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Agent, which includes as Exhibit A a form of Rights Certificate and as
Exhibit B a Summary of Rights to Purchase Common Shares. /1/
99.1 Press Release, dated May 16, 1997./1/
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/1/ Incorporated by reference from the Company's Current Report on Form 8-K
filed with the Securities and Exchange Commission on May 16, 1997.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this amendment to the registration
statement to be signed on its behalf by the undersigned hereunto duly
authorized.
SUNRISE MEDICAL INC.
By: /s/ STEVEN A. JAYE
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Steven A. Jaye
Senior Vice President, General Counsel
and Secretary
