FORM 8-AA
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ITHACA INDUSTRIES, INC.
-----------------------
(Exact name of registrant as specified in its charter)
Delaware 56-1385842
- ---------------------------------------- ---------------------------------
(State of incorporation or organization) (IRS Employer Identification No.)
Highway 268 West, P.O. Box 620, Wilkesboro, North Carolina 28697
----------------------------------------------------------------
(Address of principal executive offices)
If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(1), please
check the following box. [ ] [Added in Release No. 34-34922 (P. 85,450),
effective December 7, 1994, 59 F.R. 55342.]
If this Form relates to the registration of a 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. [ ] [Added in Release
No.34-34922 (P. 85,450), effective December 7, 1994, 59 F.R. 55342.]
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 N/A
Securities to be registered pursuant to Section 12(g) of the Act:
Series A Preferred Stock Purchase Rights
(Title of Class)
<PAGE>
2
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
On August 19, 1998, the Board of Directors of Ithaca Industries, Inc.
(the "Company") adopted Amendment No. 1, dated August 19, 1998, to the Rights
Agreement dated July 10, 1998 effective July 13, 1998, between the Company and
American Stock Transfer & Trust Company. The purpose of the Amendment was to
change the governing law under the Rights Agreement from New York to Delaware.
ITEM 2. EXHIBITS.
1. Amendment No. 1, dated August 19, 1998, to Rights Agreement
between Ithaca Industries, Inc. and American Stock Transfer &
Trust Company, dated July 10, 1998, effective as of July 13,
1998.
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.
ITHACA INDUSTRIES, INC.
By /s/ Jim D. Waller
--------------------
Jim D. Waller
Chairman of the Board and
Chief Executive Officer
Date: August 31, 1998
EXHIBIT 1
================================================================================
AMENDMENT NO. 1
Dated August 19, 1998
to
RIGHTS AGREEMENT
between
ITHACA INDUSTRIES, INC.
and
AMERICAN STOCK TRANSFER & TRUST COMPANY
Dated: July 10, 1998, effective July 13, 1998
================================================================================
<PAGE>
AMENDMENT NO. 1
TO
RIGHTS AGREEMENT
Amendment No. 1, dated August 19, 1998, to Rights Agreement, dated July
10, 1998, effective as of the opening of business on July 13, 1998 (the "Rights
Agreement"), between ITHACA INDUSTRIES, INC., a Delaware corporation (the
"Company"), and AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York corporation
(the "Rights Agent").
The Company, by its Board of Directors, has determined that the Rights
Areement and the Rights Certificates issued thereunder should each be deemed to
be a contract made under the laws of the State of Delaware (rather than the laws
of the State of New York) and should, for all purposes be governed by and
construed in accordance with the laws of the State of Delaware applicable to
contracts made and to be performed entirely within such State.
NOW, THEREFORE, the parties hereto (being the parties to the Rights
Agreement), acting pursuant to Section 27 of the Rights Agreement, hereby agree
as follows:
1. Section 32 of the Rights Agreement is hereby amended, effective
immediately, to read in its entirety as follows:
Section 32. Governing Law. This Agreement and each Right
Certificate issued hereunder 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 made and to be performed entirely within such
State; and any provision of this Agreement and each such Right
Certificate relating to the internal corporate governance or other
affairs of the Company shall be governed by and construed in accordance
with the laws of the State of Delaware.
<PAGE>
2
2. In all other respects the provisions of the Rights Agreement are
ratified, confirmed and approved.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to the Rights Agreement to be duly executed as of the day and year first above
written.
ITHACA INDUSTRIES, INC.
By:_________________________
Jim D. Waller
Chairman of the Board and
Chief Executive Officer
AMERICAN STOCK TRANSFER & TRUST COMPANY
By:_________________________
Name:
Title:
