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
Amendment No. 1
3Com Corporation
(Exact name of registrant as specified in charter)
California 94-2605794
(State of (IRS Employer
incorporation Identification No.)
or organization)
5400 Bayfront Plaza, Santa Clara, California 95052-8415
(Address of registrant's principal executive offices) (Zip Code)
Registrant's telephone number,
including area code: (408) 764-5000
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class is
to be so registered to be registered
None None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock Purchase Rights
(Title of Class)
Item 1. Description of Registrant's Securities to be Registered.
Item 1 is hereby amended and restated in its entirety as
follows:
Item 5. Other Events.
On September 8, 1989, the Board of Directors of 3Com
Corporation (the "Company") declared a dividend distribution of one
Common Stock Purchase
Right (each a "Right" and
collectively, the "Rights") for each outstanding share of Common
Stock, without par value
("Common Stock"), of the Company pursuant to that certain Rights
Agreement dated as of
September 8, 1989 (the "Prior Agreement"). The distribution was
paid as of September 20,
1989, to shareholders of record on that date. On December 13,
1994, the Board of Directors
of the Company approved the amendment and restatement of the
Prior Agreement to provide,
among other things, that (i) each Right entitles the registered
holder to purchase from the
Company one full share of Common Stock at a price of $250 per
share (the "Purchase
Price"); (ii) the term of the Rights be extended through December
13, 2004; and
(iii) pursuant to Section 15.5 of that certain Indenture by and
between the Company and The
First National Bank of Boston, as trustee, dated as of November
1, 1994 (the "Indenture"),
incorporated by reference to Exhibit 5.2 to the Company's Form
8-K dated November 16,
1994 as filed with the Commission, upon conversion of the notes
issued pursuant to the
Indenture (the "Notes"), the holders of the Notes will be issued
the Rights in addition to the
Common Stock issuable upon such conversion, whether or not the
Rights have separated from
the Common Stock at the time of the conversion. The description
and terms of the Rights, as
amended, are set forth in the Amended and Restated Rights
Agreement dated as of
December 21, 1994 (the "Rights Agreement") between the Company
and the First National
Bank of Boston, as Rights Agent (the "Rights Agent").
The following is a summary of the Rights Agreement in its
amended form:
Until (i) the earlier to occur of (A) a public
announcement that a person or group of
affiliated or associated persons ("Acquiring Person"), other than
the Company, any subsidiary
of the Company or any employee benefit plan or employee stock
plan of the Company or of
any subsidiary of the Company ("Exempt Person") has acquired, or
obtained the right to
acquire, without approval of the Board of Directors, beneficial
ownership of securities of the
Company (other than solely as a result of the reduction of the
numbers of shares of Common
Stock outstanding) representing 20% or more of the outstanding
Common Stock of the
Company or such earlier date as a majority of the Board of
Directors shall become aware of
such acquisition of the Common Stock (the "Stock Acquisition
Date") or (B) the tenth day
(subject to extension by the Board prior to the time a person
becomes an Acquiring Person)
following the commencement of, or public announcement of an
intention to commence, a
tender or exchange offer (other than a tender or exchange offer
by an Exempt Person), the
consummation of which would result in the ownership of 20% or
more of the outstanding
Common Stock (the earlier of such dates being called the "First
Distribution Date," or (ii)
with respect to any shares of Common Stock issuable upon
conversion of any Notes after the
First Distribution Date, the day immediately following the date
on which such Notes are
converted into shares of Common Stock (such date and the First
Distribution Date collectively
being called the "Distribution Date"), or earlier redemption or
expiration of the Rights, the
Rights will be represented by and transferred with, and only
with, the Common Stock. With
respect to any of the Common Stock certificates outstanding as of
September 20, 1989, the
Rights were evidenced by such Common Stock certificate with a
copy of a Summary of
Rights attached thereto. Until the Distribution Date, or earlier
redemption or expiration the
Rights, new certificates issued for Common Stock (including
without limitation, certificates
issued upon transfer or exchange of Common Stock) after September
20, 1989 will contain a
legend incorporating the Rights Agreement by reference. Until
the Distribution Date (or
earlier redemption or expiration of the Rights), the surrender
for transfer of any of the
Company's Common Stock certificates, with or without the
aforesaid legend or a copy of a
Summary of Rights attached thereto, will also constitute the
transfer of the Rights associated
with the Common Stock represented by such certificate. As soon
as practicable following the
Distribution Date, separate certificates evidencing the Rights
("Right 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 certificates alone will
evidence the Rights from and
after the Distribution Date. Rights will be issued in respect of
all shares of Common Stock
issued after September 20, 1989 but prior to the Distribution
Date.
The Rights are not exercisable until the Distribution
Date. The Rights will expire at
the close of business on December 13, 2004, unless earlier
redeemed or exchanged by the
Company as described below.
The Purchase Price payable, and the number of shares of
Common 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 Common Stock, (ii) upon
the grant to holders of the
Common Stock of certain rights or warrants to subscribe for
Common Stock or convertible
securities at less than the current market price of the Common
Stock or (iii) upon the
distribution to holders of the Common Stock of evidences of
indebtedness or assets (excluding
dividends payable in Common Stock) or of subscription rights or
warrants other than those
referred to above).
Unless the Rights are earlier redeemed or exchanged, in
the event that, after the
Rights have become exercisable, the Company were to be acquired
in a merger or other
business combination (in which any shares of the Company's Common
Stock are changed into
or exchanged for other securities or assets) (other than a merger
or other business
combination in which the voting power represented by the
Company's securities outstanding
immediately prior thereto continues to represent all of the
voting power represented by the
securities of the Company thereafter and the holders of such
securities have not changed as a
result of such transaction) or more than 50% of the assets or
earning power of the Company
and its subsidiaries (taken as a whole) were to be sold or
transferred in one or a series of
related transactions (such transactions are collectively referred
to herein as the "Flip-Over
Events"), the Rights Agreement provides that proper provision
shall be made so that each
holder of record of a Right will from and after such date have
the right to receive, upon
payment of the then current Purchase Price, that number of shares
of common stock of the
acquiring company having a market value at the time of such
transaction equal to twice the
Purchase Price. This provision would not apply to a Flip-Over
Event consummated with a
person who acquired shares pursuant to a Permitted Offer (as
defined below) if the price per
share paid in such transaction is not less than that paid
pursuant to the Permitted Offer and
the form of consideration paid is the same as that paid pursuant
to the Permitted Offer.
In the event (i) any Person (other than an Exempt Person)
becomes the beneficial
owner of 20% or more of the then outstanding shares of Common
Stock other than pursuant
to a tender or exchange offer for all outstanding shares of
Common Stock at a price and on
terms determined by the Board of Directors to be both adequate
and otherwise in the best
interests of the Company and its shareholders other than the
Acquiring Person or an Affiliate
or Associate thereof on whose behalf the offer is being made (a
"Permitted Offer"), or
(ii) any Acquiring Person or any of its Affiliates or Associates,
directly or indirectly,
(1) merges into the Company or any of its subsidiaries or
otherwise combines with the
Company or any of its subsidiaries in a transaction in which the
Company or such subsidiary
is the continuing or surviving corporation of such merger or
combination and the Common
Stock of the Company remains outstanding and no shares thereof
shall be changed into or
exchanged for stock or other securities of any other person or of
the Company or cash or any
other property, (2) transfers, in one or more transactions, any
assets to the Company or any
or its subsidiaries in exchange for capital stock of the Company
or any of its subsidiaries or
for securities exercisable for or convertible into capital stock
of the Company or any of its
subsidiaries or otherwise obtains from the Company or any its
subsidiaries, with or without
consideration, any capital stock of the Company or any of its
subsidiaries or securities
exercisable for or convertible into capital stock of the Company
or any of its subsidiaries
(other than as part of a pro rata offer or distribution to all
holders of such stock), (3) sells,
purchases, leases, exchanges, mortgages, pledges, transfers or
otherwise disposes to, from or
with the Company or any of its subsidiaries, as the case may be,
assets on terms and
conditions less favorable to the Company or such subsidiary than
the Company or such
subsidiary would be able to obtain in arm's--length negotiation
with an unaffiliated third
party, (4) receives any compensation from the Company or any of
its subsidiaries for services
other than compensation for employment as a regular or part time
employee, or fees for
serving as a director at rates in accordance with the Company's
(or its subsidiary's) past
practice, (5) receives the benefit (except proportionately as a
shareholder) of any loans,
advances, guarantees, pledges or other financial assistance or
tax credit or advantage, or (6)
engages in any transaction with the Company (or any of its
subsidiaries) involving the sale,
license, transfer or grant of any right in, or disclosure of, any
patents, copyrights, trade
secrets, trademarks or know-how (or any other intellectual or
industrial property rights
recognized under any country's intellectual property rights laws)
which the Company
(including its subsidiaries) owns or has the right to use on
terms and conditions not approved
by the Board of Directors of the Company, or (iii) while there is
an Acquiring Person, there
shall occur any reclassification of securities (including any
reverse stock split), any
recapitalization of the Company, or any merger or consolidation
of the Company with any of
its subsidiaries or any other transaction or transactions
involving the Company or any of its
subsidiaries (whether or not involving the Acquiring Person)
which have the effect of
increasing by more than 1% the proportionate share of the
outstanding shares of any class of
equity securities of the Company or any of its subsidiaries which
is directly or indirectly
owned or controlled by the Acquiring Person (such events are
collectively referred to herein
as the "Flip-In Events"), then, and in each such case, each
holder of record of a Right, other
than the Acquiring Person, will thereafter have the right to
receive, upon payment of the
Purchase Price, that number of shares of Common Stock having a
market value at the time of
the transaction equal to twice the Purchase Price. To the extent
that insufficient shares of
Common Stock are available for the exercise in full of the
Rights, holders of Rights will
receive upon exercise shares of Common Stock to the extent
available and then cash, property
or other securities of the Company, in proportions determined by
the Company, so that the
aggregate value received is equal to twice the Purchase Price.
Rights are not exercisable
following the occurrence of the events set forth in this
paragraph until the expiration of the
period during which the Rights may be redeemed as described
below. The holder of any
Rights that are or were at any time, on or after the earlier of
the Stock Acquisition Date or
the First Distribution Date, beneficially owned by an Acquiring
Person which is or was
involved in or which caused or facilitated, directly or
indirectly, the event or transaction or
transactions described in this paragraph, shall not be entitled
to the benefit of the adjustment
described in this paragraph.
No fractional shares of Common Stock will be issued upon
exercise of the Rights and,
in lieu thereof, a payment in cash will be made to the holder of
such Rights equal to the same
fraction of the current market value of a share of Common Stock.
At any time until the time that any person becomes an
Acquiring Person, the Board
may redeem the Rights in whole, but not in part, at a price of
$.01 per Right. The Board
may also redeem the Rights in whole, but not in part, at a price
of $.01 per Right after the
Stock Acquisition Date but prior to any Flip-Over Event in
connection with a Flip-Over
Event in which all holders of Common Stock are treated alike and
not involving (other than
as a holder of Common Stock being treated like all other holders)
an Acquiring Person or an
Affiliate or Associate of an Acquiring Person or any other Person
in which such Acquiring
Person, Affiliate or Associate has an interest or any other
Person or Persons acting directly or
indirectly on behalf of or in association with any such Acquiring
Person, Affiliate or
Associate. Immediately upon the action of the Board of Directors
of the Company
authorizing redemption of 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 without any
interest thereon.
At any time after the occurrence of a Flip-In Event, the
Board of Directors of the
Company may exchange all or any portion of the outstanding Rights
(other than Rights held
by any Acquiring Person) for shares of Common Stock at the rate
of one share per Right.
Immediately upon the ordering of such exchange and without any
notice, the right to exercise
such Rights shall terminate and the only right thereafter of a
holder of such Rights shall be to
receive shares of Common Stock pursuant to the exchange. In the
event there are insufficient
shares of Common Stock issued but not outstanding or authorized
but unissued to permit any
exchange of Rights, the Company shall take all actions necessary
to authorize additional
shares.
Before any person becomes an Acquiring Person, the Company
may, except with
respect to the redemption price, amend the Rights in any manner
(including an amendment
that provides that the Rights shall become exercisable for shares
or fractions of shares of
preferred stock of the Company that are economically common stock
equivalents). After a
person becomes an Acquiring Person, the Company may amend the
Rights in any manner
that does not adversely affect the interests of holders of the
Rights.
Until a Right is exercised, the holder, as such, will have
no rights as a shareholder of
the Company, including, without limitation, the right to vote or
to receive dividends.
The issuance of the Rights is not taxable to the Company or to
shareholders under presently
existing federal income tax law, and will not change the way in
which shareholders can
presently trade the Company's shares of Common Stock. If the
Rights should become
exercisable, shareholders, depending on then existing
circumstances, may recognize taxable
income.
The Rights have certain anti--takeover effects. Under
certain circumstances the Rights
could cause substantial dilution to a person or group who
attempts to acquire the
Company on terms not approved by the Company's Board of
Directors. However, the Rights
should not interfere with any merger or other business
combination approved by the Board.
The foregoing description of the Rights is qualified in
its entirety by reference to the
form of Rights Agreement (including as Exhibit A the form of
Right Certificate), which is
Exhibit 4 hereto.
Item 2. Exhibits.
Item 2 is hereby amended by deleting it in its entirety
and inserting its place:
Exhibit Number Description
1 Rights Agreement dated as of
September 1989, between the
Company and the Bank of America, NT &
SA, as Rights Agent,
incorporated by reference to Exhibit
28.1 to 3Com Corporation's
Current Report on Form 8-K filed
September 22, 1989.
2 Press Release dated September 8,
1989, incorporated by
reference to Exhibit 28.2 to 3Com
Corporation's Current Report
on Form 8-K filed September 22, 1989.
3 Letter dated September 20, 1989, to
the Company's
shareholders, incorporated by
reference to Exhibit 28.3 to 3Com
Corporation's Current Report on Form
8-K filed September 22,
1989.
4 Form of Amended and Restated Rights
Agreement between the
Company and The First National Bank
of Boston, as Rights
Agent (including as Exhibit A the
form of Right Certificate),
incorporated by reference to Exhibit
10.27 to the 3Com Corporation
Current Report on Form 10-Q dated
November 30, 1994 as filed
with the Commission.
SIGNATURES
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, thereunto duly authorized.
3COM CORPORATION
(Registrant)
By:/s/Christopher B. Paisley
Christopher B. Paisley,
Chief Financial Officer
Dated: December 22, 1994
INDEX TO EXHIBITS
Exhibit
Number Description
4 Form of Amended and Restated Rights Agreement
between the Company and The First National Bank of
Boston, as Rights Agent (including as Exhibit A the form
of Right Certificate), incorporated by reference to
Exhibit 1 to the 3Com Corporation Current Report on
Form 10-Q dated November 30, 1994 as filed with the
Commission.
