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 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AU BON PAIN CO., INC.
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(Exact name of registrant as specified in its charter)
Delaware 04-2723701
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
19 Fid Kennedy Avenue, Boston, MA 02210
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(Address of principal executive offices) (Zip Code)
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 the following box. [X]
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
to be so Registered: Which Each Class is to be Registered:
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None None
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
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(Title of Class)
The Company hereby amends the following Item of its Registration
Statement on Form 8-A filed with the Commission on November 1, 1996: Item 2 -
Exhibits.
<PAGE>
Item 2. Exhibits
2.1. Specimen Form of Right Certificate (attached as Exhibit B to the Rights
Agreement) (incorporated by reference to Exhibit 2.1 to the Company's Form 8-A
Registration Statement filed with the Commission on November 1, 1996).
2.2. Form of Rights Agreement, dated as of October 21, 1996, between Au Bon Pain
Co., Inc. and State Street Bank & Trust Company (incorporated by reference to
Exhibit 2.2 to the Company's Form 8-A Registration Statement filed with the
Commission on November 1, 1996).
2.3. Form of Certificate of Designation of Series A Junior Participating Class B
Preferred Stock (attached as Exhibit A to the Rights Agreement) (incorporated by
reference to Exhibit 2.3 to the Company's Form 8-A Registration Statement filed
with the Commission on November 1, 1996).
2.4. Summary of Rights Plan (attached as Exhibit C to the Rights Agreement)
(incorporated by reference to Exhibit 2.4 to the Company's Form 8-A Registration
Statement filed with the Commission on November 1, 1996).
2.5. Press Release (incorporated by reference to Exhibit 2.5 to the Company's
Form 8-A Registration Statement filed with the Commission on November 1, 1996).
99. Amendment of Rights Agreement, dated as of January 15, 1999.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and
Exchange Act of 1934, the Registrant has duly caused this Amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.
AU BON PAIN CO., INC.
by: /s/ ANTHONY J. CARROLL
-----------------------------
Anthony J. Carroll
Vice President, Chief Financial
Officer and Treasurer
Dated: January 29, 1999
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EXHIBIT 99
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AMENDMENT
OF
RIGHTS AGREEMENT
THIS AMENDMENT (this "Amendment") of the Rights Agreement (as defined
below) is made and entered into as of the 15th day of January, 1999, by and
between AU BON PAIN CO., INC., a Delaware corporation (the "Company"), and STATE
STREET BANK AND TRUST COMPANY, as rights agent (the "Rights Agent").
RECITALS:
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WHEREAS, the parties hereto previously entered into a Rights Agreement,
dated as of October 21, 1996, between the Company and the Rights Agent (the
"Rights Agreement"); and
WHEREAS, each of the Company and the Rights Agent desire to amend the
Rights Agreement as set forth below.
NOW, THEREFORE, the undersigned, in consideration of the premises,
covenants and agreements contained herein and in the Rights Agreement, and other
good, sufficient and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, do hereby agree as follows:
1. Amendments. (a) Section 1(m) of the Rights Agreement is hereby
amended and restated in its entirety to read as follows:
(m) "Exempt Person" shall mean (i) the Company or any
Subsidiary (as such term is hereinafter defined) of the
Company, in each case including, without limitation in its
fiduciary capacity, any employee benefit plan of the Company
or of any Subsidiary of the Company, or any entity or trustee
holding Class A Common Stock for or pursuant to the terms of
any such plan or for the purpose of funding any such plan or
funding other employee benefits for employees of the Company
or of any Subsidiary of the Company, and (ii) Ronald M.
Shaich, for so long as Ronald M. Shaich is the Beneficial
Owner of 35% or less of the aggregate voting power of the
shares of Common Stock then outstanding, provided, however,
that Ronald M. Shaich shall not cease to be an Exempt Person
as the result of an acquisition of the shares of Common Stock
by the Company which, by reducing the number of shares
outstanding, increases the proportionate number of shares of
Common Stock beneficially owned by Ronald M.
<PAGE>
Shaich to more than 35% of the aggregate voting power of the
shares of Common Stock then outstanding, and further provided
that if Ronald M. Shaich shall become the Beneficial Owner of
more than 35% of the aggregate voting power of the shares of
Common Stock then outstanding by reason of such share
acquisitions by the Company and shall thereafter become the
Beneficial Owner of any additional shares of Common Stock
(other than pursuant to a dividend or distribution paid or
made by the Company on the outstanding Common Stock in shares
of Common Stock or pursuant to a split or subdivision of the
outstanding Common Stock) then Ronald M. Shaich shall cease to
be an Exempt Person.
(b) Section 25 is hereby amended by restating the address for the
Rights Agent as follows:
State Street Bank and Trust Company
c/o EquiServe Limited Partnership
150 Royall Street
Canton, Massachusetts 02021
Attention: Client Administration
2. Binding Effect. This Amendment shall be binding upon, and shall
inure to the benefit of, the parties hereto and their respective successors and
assigns.
3. Execution in Counterparts. This Amendment may be executed in
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.
4. Rights Agreement in Effect. Except as hereby amended, the Rights
Agreement shall remain in full force and effect.
5. Governing Law. This Amendment shall be governed by, and interpreted
in accordance with, the laws of the State of Delaware, without regard to
principles of conflict of laws.
[SIGNATURE PAGE FOLLOWS]
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.
AU BON PAIN CO., INC.
By: /s/ Louis I. Kane
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Name: Louis I. Kane
Title: Co-Chairman
STATE STREET BANK AND TRUST
COMPANY, as Rights Agent
By: /s/ Charles Rossi
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Name: Charles Rossi
Title: V.P.
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