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
Oak Industries Inc.
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(Exact name of registrant as specified in its charter)
Delaware 36-1569000
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(State or Other Jurisdiction (IRS Employer
of Incorporation) Identification No.)
Bay Colony Corporate Center, 1000 Winter Street, Waltham, MA 02154
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(Address of principal executive offices) (Zip Code)
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. []
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. []
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of Each Class to be Name of Each Exchange on which
so Registered Each Class is to be Registered
Junior Preferred Stock New York Stock Exchange
Purchase Rights
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
Item 1. Description of Registrant's Securities to be Registered.
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On December 7, 1995, the Board of Directors (the "Board") of Oak Industries
Inc. (the "Company") declared a dividend of one purchase right (a "Right")
for every outstanding share of the Company's common stock, $.01 par value
(the "Common Stock"). The Rights were distributed on December 18, 1995 to
stockholders of record as of the close of business on that date (the
"Dividend Record Date"). The terms of the Rights are set forth in a Rights
Agreement dated as of December 7, 1995, as amended as of November 24, 1999
(as amended, the "Rights Agreement") between the Company and BankBoston,
N.A. (the "Rights Agent"). The Rights Agreement provides for the issuance
of one Right for every share of Common Stock issued and outstanding on the
Dividend Record Date and for each share of Common Stock which was or is
issued after that date and prior to the "Distribution Date" (as defined
below).
Each Right entitles the holder to purchase from the Company one one-
hundredth of a share of Junior Preferred Stock at a price of $125 per one
one-hundredth of a share, subject to adjustment. The Rights will expire on
December 7, 2005 (the "Expiration Date"), or the earlier redemption of the
Rights, and are not exercisable until the Distribution Date.
No separate Rights certificates have been issued. Until the Distribution
Date (or earlier redemption or expiration of the Rights), (i) the Rights
will be evidenced by the Common Stock certificates and will be transferred
with and only with such Common Stock certificates, (ii) new Common Stock
certificates issued after the Dividend Record Date upon transfer or new
issuance of the Company's Common Stock contained and will contain a
notation incorporating the Rights Agreement by reference, and (iii) the
surrender for transfer of any of the Company's Common Stock certificates
constitutes the transfer of the Rights associated with the Common Stock
represented by such certificate.
The Rights will separate from the Common Stock and Rights certificates will
be issued on the Distribution Date. Unless otherwise determined by a
majority of the Board then in office, the Distribution Date will occur on
the earlier of (i) the fifteenth business day following the later of the
date of a public announcement that a person, including affiliates or
associates of such person, except as described below (an "Acquiring
Person") has acquired or obtained the right to acquire, beneficial
ownership of 20% or more of the outstanding shares of Common Stock or the
date on which an executive officer of the Company has actual knowledge that
an Acquiring Person became such (the "Stock Acquisition Date"), or (ii) the
fifteenth business day following commencement of a tender offer or exchange
offer that would result in any person, together with its affiliates and
associates, owning 20% or more of the Company's outstanding Common Stock.
In any event, the Board of Directors may delay the distribution of the
certificates. After the Distribution Date, separate certificates
evidencing the Rights ("Rights Certificates") will be mailed to holders of
record of the Company's Common Stock as of the close of business on the
Distribution Date and such separate Rights Certificates alone will evidence
the Rights. Pursuant to an amendment to the Rights Agreement dated as of
November 24, 1999, (the "First Amendment") none of Corning Incorporated, a
New York Corporation ("Corning"), Riesling Acquisition Corporation, a
Delaware corporation ("Merger Subsidiary") or any of their respective
existing or future affiliates or associates will be deemed to beneficially
own any of the Company's Common Stock solely by virtue of or in connection
with (i) the Agreement and Plan of Merger dated as of November 13, 1999
(the "Merger Agreement") among Corning, Merger Subsidiary and the Company,
(ii) the merger contemplated by the Merger Agreement, or (iii) the
consummation of the other transactions contemplated by the Merger
Agreement. In addition, no Distribution Date will be deemed to have
occurred by reason of any of the foregoing events.
If at any time any person or group of affiliated or associated persons
(other than the Company and its affiliates) shall become an Acquiring
Person, each holder of a Right will have the right to receive shares of the
Company's Common Stock (or, in certain circumstances, cash, property or
other securities of the Company) having a market value of two times the
exercise price of the Right. Also, in the event that after the Stock
Acquisition Date, the Company were acquired in a merger or other business
combination, or more than 25% of its assets or earning power were sold,
each holder of a Right would have the right to exercise such Right and
thereby receive common stock of the acquiring company with a market value
of two times the exercise price of the Right. None of the (i) the
execution of the Merger Agreement, (ii) the merger contemplated by the
Merger Agreement, or (iii) the consummation of the other transactions
contemplated by the Merger Agreement shall trigger the rights set forth in
this paragraph. Following the occurrence of any of the events described in
this paragraph, any Rights that are, or (under certain circumstances
specified in the Rights Agreement) were, beneficially owned by any
Acquiring Person (or any affiliate, associate or transferee of any
Acquiring Person) shall immediately become null and void.
The Board may, at its option, at any time after any Person becomes an
Acquiring Person, exchange all or part of the then outstanding and
exercisable Rights for shares of Common Stock at an exchange ratio of one
share of Common Stock per Right, appropriately adjusted to reflect any
stock split, stock dividend or similar transaction (such exchange ratio
being hereinafter referred to as the "Exchange Ratio"). The Board,
however, may not effect an exchange at any time after any person (other
than (i) the Company, (ii) any subsidiary of the Company, (iii) any
employee benefit plan of the Company or any Subsidiary of the Company, or
(iv) any entity holding Common Stock for or pursuant to the terms of any
such plan), together with all affiliates of such Person, becomes the
beneficial owner of 50% or more of the Common Stock then outstanding.
Immediately upon the action of the Board ordering the exchange of any
Rights and without any further action and without any notice, the right to
exercise such Rights will terminate and the only right thereafter of a
holder of such Rights will be to receive that number of shares of Common
Stock equal to the number of such Rights held by the holder multiplied by
the Exchange Ratio.
The exercise price of the Rights, and the number of one one-hundredth of a
share of Junior Preferred Stock or other securities or property issuable
upon exercise of the Rights are subject to adjustment from time to time to
prevent dilution (i) in the event of a stock dividend on, or a subdivision,
combination or reclassification of, the Junior Preferred Stock, (ii) upon
the grant to holders of the Junior Preferred Stock of certain rights or
warrants to subscribe for shares of the Junior Preferred Stock or
convertible securities at less than the current market price of the Junior
Preferred Stock, or (iii) upon the distribution to holders of the Junior
Preferred Stock of evidences of indebtedness or assets (excluding cash
dividends paid out of the earnings or retained earnings of the Company and
certain other distributions) or of subscription rights or warrants (other
than those referred to above).
At any time prior to the Close of Business on December 7, 2005 or the
earlier redemption of the Rights (the "Expiration Date"), the Company, by a
majority vote of the Board, may redeem the Rights at a redemption price of
$.01 per Right (the "Redemption Price"), as described in the Rights
Agreement. Immediately upon the action of the Board electing to redeem the
Rights, the right to exercise the Rights will terminate and the only right
of the holders of Rights will be to receive the Redemption Price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends.
The Rights Agreement may be amended by the Board at any time prior to the
Distribution Date without the approval of the holders of the Rights. From
and after the Distribution Date, the Rights Agreement may be amended by the
Board without the approval of the holders of the Rights in order to cure
any ambiguity, to correct any defective or inconsistent provisions, to
change any time period for redemption or any other time period under the
Rights Agreement or to make any other changes that do not adversely affect
the interests of the holders of the Rights (other than any Acquiring Person
or its affiliates and associates, or their transferees).
The form of Rights Agreement dated as of December 7, 1995 between the
Company and BankBoston, N.A., as Rights Agent, specifying the terms of the
Rights (including as exhibits the Certificate of Designation with respect
to the Junior Preferred Stock, form of the Rights Certificate and the
Summary of Rights) and the First Amendment are attached hereto as exhibits.
The foregoing description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights Agreement,
which is incorporated herein by reference.
Item 2. Exhibits.
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1. Rights Agreement dated as of December 7, 1995 ("Rights
Agreement") between the Company and Bank of Boston, as
Rights Agent.*
2. Form of Certificate of Designation with respect to the
Junior Preferred Stock, par value $.01 per share, of the
Company (attached as Exhibit A to the Rights Agreement).*
3. Form of Rights Certificate (attached as Exhibit B to the
Rights Agreement). Pursuant to the Rights Agreement,
printed Rights Certificates will not be mailed until the
Distribution Date (as defined in the Rights Agreement).*
4. Summary of Rights (attached as Exhibit C to the Rights
Agreement).*
5. Amendment to the Rights Agreement dated as of
November 24, 1999 between the Company and BankBoston, N.A.,
as Rights Agent.**
* Filed with the original 8-A.
** Filed herewith.
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.
OAK INDUSTRIES INC.
Date: November 24, 1999 By: /s/Coleman S. Hicks
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Name: Coleman S. Hicks
Title: Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
The following designated exhibits are filed herewith:
1. Rights Agreement dated as of December 7, 1995 ("Rights Agreement")
between the Company and Bank of Boston, as Rights Agent.*
2. Form of Certificate of Designation with respect to the Junior
Preferred Stock, par value $.01 per share, of the Company (attached
as Exhibit A to the Rights Agreement).*
3. Form of Rights Certificate (attached as Exhibit B to the Rights
Agreement).*
4. Summary of Rights (attached as Exhibit C to the Rights Agreement).*
5. Amendment to the Rights Agreement dated as of November 24, 1999
between the Company and BankBoston, N.A., as Rights Agent.**
* Filed with the original 8-A.
** Filed herewith.
EXHIBIT 5
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AMENDMENT TO RIGHTS AGREEMENT
This AMENDMENT, dated as of November 24, 1999, is between Oak
Industries Inc. , a Delaware corporation (the "Company"), and Bank of
Boston, as rights agent (the "Rights Agent").
RECITALS
A. The Company and the Rights Agent are parties to a Rights
Agreement dated as of December 7, 1995 (the "Rights Agreement").
B. Corning Incorporated, a New York corporation ("Parent"), Riesling
Acquisition Corporation, a Delaware corporation, and the Company have
entered into an Agreement and Plan of Merger dated as of November 13, 1999
as it may be amended from time to time (the "Merger Agreement"), pursuant
to which Riesling Acquisition Corporation, a wholly-owned subsidiary of
Parent, will merge with and into the Company (the "Merger"). The Board of
Directors of the Company has approved the Merger Agreement and the Merger.
C. Pursuant to Section 27 of the Rights Agreement, the Board of
Directors of the Company has determined that an amendment to the Rights
Agreement as set forth herein is necessary and desirable in connection
with the Merger and the Company and the Rights Agent desire to evidence
such amendment in writing.
Accordingly, the parties agree as follows:
1. AMENDMENT OF SECTION 1(d). Section 1(d) of the Rights Agreement
is hereby amended to add the following sentence at the end thereof:
"Neither Parent (as defined herein), Merger Subsidiary (as
defined herein), or any of their respective existing or
future Affiliates or Associates shall be deemed to be an
Affiliate or Beneficial Owner solely by virtue of and in
connection with (i) the execution of the Merger Agreement
(as defined herein), (ii) the acquisition of Common Stock
or other capital stock of the Company pursuant to the Merger
Agreement or the consummation of the Merger (as defined
herein) or (iii)the consummation of the other transactions
contemplated by the Merger Agreement."
2. AMENDMENT OF SECTION 1(r). Section 1(r) of the Rights Agreement
is hereby amended to add the following proviso at the end thereof:
"; provided, however, that no Distribution Date shall be deemed
to have occurred solely by virtue of (i) the execution of the
Merger Agreement, (ii) the acquisition of Common Stock or other
capital stock of the Company pursuant to the Merger Agreement
or the consummation of the Merger or (iii) the consummation of
the other transactions contemplated by the Merger Agreement."
3. AMENDMENT OF SECTION 1. Section 1 of the Rights Agreement is
hereby further amended to add the following subparagraphs at the end
thereof:
(nn) "Merger" shall have the meaning set forth in the Merger
Agreement.
(oo) "Merger Agreement" shall have the meaning set forth in
Section 35 hereof.
(pp) "Merger Subsidiary" shall have the meaning set forth in
Section 35 hereof.
(11) "Parent" shall have the meaning set forth in Section 34
hereof.
4. AMENDMENT OF SECTION 3(a). Section 3(a) of the Rights Agreement
is hereby amended to add the following sentence at the end thereof:
"Notwithstanding anything in this Rights Agreement to the contrary,
a Distribution Date shall not be deemed to have occurred solely
by virtue of (i) the execution of the Merger Agreement, (ii) the
acquisition of Common Stock or other capital stock of the Company
pursuant to the Merger Agreement or the consummation of the Merger
or (iii) the consummation of the other transactions contemplated
by the Merger Agreement."
5. AMENDMENT OF SECTION 7(a). Section 7(a) of the Rights Agreement
is amended to add the following sentence at the end thereof:
"Notwithstanding anything in this Rights Agreement to the contrary,
none of (i) the execution of the Merger Agreement, (ii) the
acquisition of Common Stock or other capital stock of the Company
pursuant to the Merger Agreement or the consummation of the Merger
or (iii) the consummation of the other transactions contemplated
by the Merger Agreement shall be deemed to be events that cause
the Rights to become exercisable pursuant to the provisions of
this Section 7 or otherwise."
6. AMENDMENT OF SECTION 11. Section 11 of the Rights Agreement is
amended to add the following sentence after the first sentence of said
Section:
"Notwithstanding anything in this Rights Agreement to the contrary,
none of (i) the execution of the Merger Agreement, (ii) the
acquisition of Common Stock or other capital stock of the Company
pursuant to the Merger Agreement or the consummation of the Merger
or (iii) the consummation of the other transactions contemplated
in the Merger Agreement shall be deemed to be events of the type
described in this Section 11 or to cause the Rights to be adjusted
or to become exercisable in accordance with this Section 11."
7. AMENDMENT OF SECTION 13. Section 13 of the Rights Agreement is
amended to add a new paragraph (e) at the end thereof:
"(e) Notwithstanding anything in this Rights Agreement to the
contrary, none of (i) the execution of the Merger Agreement,
(ii) the acquisition of Common Stock or other capital stock of
the Company pursuant to the Merger Agreement or the consummation
of the Merger or (iii) the consummation of the other transactions
contemplated in the Merger Agreement shall be deemed to be events
of the type described in this Section 13 or to cause the Rights
to be adjusted or to become exercisable in accordance with this
Section 13."
8. ADDITION OF SECTION 35. The Rights Agreement is hereby modified,
supplemented and amended to add the following new Section 35:
"Section 35. Merger With Merger Subsidiary.
The Company and Corning Incorporated, a New York corporation
("Parent"), have entered into an Agreement and Plan of Merger,
dated as of November 13, 1999 as it may be amended from time
to time (the "Merger Agreement"), pursuant to which a newly
formed and wholly-owned subsidiary of Parent ("Merger Subsidiary"),
shall merge with and into the Company. Notwithstanding anything
in this Rights Agreement to the contrary, if the Merger Agreement
shall be terminated for any reason, then (a) the last sentence of
Section 1(d) hereof shall be deemed repealed and deleted without
any further action on the part of the Company or the Rights Agent
and (b) the proviso at the end of Section 1(r) hereof shall be
deemed repealed and deleted without any further action on the part
of the Company or the Rights Agent."
9. EFFECTIVENESS. This Amendment shall be deemed effective as of
the date first written above, as if executed on such date. Except as
amended hereby, the Rights Agreement shall remain in full force and effect
and shall be otherwise unaffected hereby.
10. MISCELLANEOUS. This Amendment 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 the State of
Delaware applicable to contracts to be made and performed entirely within
the State of Delaware without giving effect to the principles of conflict
of laws thereof. This Amendment may be executed in any number of
counterparts, each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together constitute but
one and the same instrument. If any provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction or other
authority to be invalid, illegal or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Amendment shall
remain in full force and effect and shall in no way be affected, impaired
or invalidated.
EXECUTED under seal as of the date first set forth above.
Attest: OAK INDUSTRIES INC.
/s/Margaret A. Shukur By: /s/Mela Lew
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Name: Margaret A. Shukur Name: Mela Lew
Title: Senior Counsel Title: Vice President,
General Counsel
and Secretary
Attest: RIGHTS AGENT: BANKBOSTON N.A.
c/o EQUISERVE LIMITED PARTNERSHIP
/s/James P. Mitchell By: /s/Carol Mulvey-Eori
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Name: James P. Mitchell Name: Carol Mulvey-Eori
Title: Senior Account Manager Title: Director-Client
Administration
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