SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
DALLAS SEMICONDUCTOR CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 75-1935715
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(State of incorporation or (IRS Employer
organization) Identification No.)
4401 South Beltwood Parkway
Dallas, Texas 75244
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(Address of principal executive offices) (Zip Code)
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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Preferred Share Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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Title of Class
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ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
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RIGHTS. The Board of Directors of DALLAS SEMICONDUCTOR CORPORATION (the
"Company") has declared a dividend of one preferred share purchase right (a
"Right") for each outstanding share of common stock, par value $.02 per share,
of the Company (the "Common Stock"). The dividend is payable on September 21,
1999 (the "Record Date") to the stockholders of record on that date. Each Right
entitles the registered holder to purchase from the Company one one-thousandth
of a share of Series A Junior Participating Preferred Stock, par value $.10 per
share, of the Company (the "Preferred Stock") at a price of $250 per one
one-thousandth of a share of Preferred Stock (the "Purchase Price"), subject to
adjustment. The description and terms of the Rights are set forth in a Rights
Agreement dated as of September 10, 1999, as the same may be amended from time
to time (the "Rights Agreement"), between the Company and CHASEMELLON
SHAREHOLDER SERVICES, L.L.C., as Rights Agent (the "Rights Agent").
DETACHMENT OF RIGHTS. Until the earlier to occur of (i) 10 days
following a public announcement that a person or group of affiliated or
associated persons (with certain exceptions, an "Acquiring Person") has acquired
beneficial ownership of 15% or more of the outstanding shares of Common Stock or
(ii) 10 business days (or such later date as may be determined by action of the
Board of Directors prior to such time as any person or group of affiliated
persons becomes an Acquiring Person) following the commencement of, or
announcement of an intention to make, a tender offer or exchange offer the
consummation of which would result in the beneficial ownership by a person or
group of 15% or more of the outstanding shares of Common Stock (the earlier of
such dates being called the "Distribution Date"), the Rights will be evidenced,
with respect to any of the Common Stock certificates outstanding as of the
Record Date, by such Common Stock certificate together with a copy of the
Summary of Rights in substantially the form of Exhibit C to the Rights Agreement
(the "Summary of Rights").
The Rights Agreement provides that, until the Distribution Date (or
earlier expiration of the Rights), the Rights will be transferred with and only
with the Common Stock. Until the Distribution Date (or earlier expiration of the
Rights), new Common Stock certificates issued after the Record Date upon
transfer or new issuances of Common Stock will contain a notation incorporating
the Rights Agreement by reference. Until the Distribution Date (or earlier
expiration of the Rights), the surrender for transfer of any certificates for
shares of Common Stock outstanding as of the Record Date, even without such
notation or a copy of the Summary of Rights, will also constitute the transfer
of the Rights associated with the shares of Common Stock represented by such
certificates. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Stock as of the close of business on the
Distribution Date and such separate Right Certificates alone will evidence the
Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on September 9, 2009 (the "Final Expiration Date"), unless the Final
Expiration Date is advanced or extended or unless the Rights are earlier
redeemed or exchanged by the Company, in each case as described below.
If any person or group of affiliated or associated persons becomes an
Acquiring Person, each holder of a Right, other than Rights beneficially owned
by the Acquiring Person (which will
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thereupon become void), will thereafter have the right to receive upon exercise
of a Right that number of shares of Common Stock having a market value of two
times the exercise price of the Right.
If, after a person or group has become an Acquiring Person, the Company
is acquired in a merger or other business combination transaction or 50% or more
of its consolidated assets or earning power are sold, proper provisions will be
made so that each holder of a Right (other than Rights beneficially owned by an
Acquiring Person which will have become void) will thereafter have the right to
receive upon the exercise of a Right that number of shares of common stock of
the person with whom the Company has engaged in the foregoing transaction (or
its parent) that at the time of such transaction have a market value of two
times the exercise price of the Right.
At any time after any person or group becomes an Acquiring Person and
prior to the earlier of one of the events described in the previous paragraph or
the acquisition by such Acquiring Person of 50% or more of the outstanding
shares of Common Stock, the Board of Directors of the Company may exchange the
Rights (other than Rights owned by such Acquiring Person which will have become
void), in whole or in part, for shares of Common Stock or Preferred Stock (or a
series of the Company's preferred stock having equivalent rights, preferences
and privileges), at an exchange ratio of one share of Common Stock, or a
fractional share of Preferred Stock (or other preferred stock) equivalent in
value thereto, per Right.
PREFERRED SHARES. Shares of Preferred Stock purchasable upon exercise
of the Rights will not be redeemable. Each share of Preferred Stock will be
entitled, when, as and if declared, to a dividend payment per share equal to an
aggregate dividend of 1000 times the dividend declared per share of Common
Stock. Upon the liquidation, dissolution or winding up of the Company, the
holders of the Preferred Stock will be entitled to a minimum preferential
payment of $1.00 per share (plus any accrued but unpaid dividends) but will be
entitled to an aggregate payment of 1000 times the payment made per share of
Common Stock. Each share of Preferred Stock will have 1000 votes, voting
together with the Common Stock. Finally, upon any merger, consolidation or other
transaction in which outstanding shares of Common Stock are converted or
exchanged, each share of Preferred Stock will be entitled to receive 1000 times
the amount received per share of Common Stock. These Rights are protected by
customary antidilution provisions.
Because of the nature of the Preferred Stock's dividend, liquidation
and voting rights, the value of the one one-thousandth interest in a share of
Preferred Stock purchasable upon exercise of each Right should approximate the
value of one share of Common Stock.
The offer and sale of the Preferred Shares or Common Shares issuable
upon exercise of the Rights will be registered pursuant to the Securities Act of
1933, as amended; such registration will not become effective until the Rights
become exercisable.
ANTIDILUTION AND OTHER ADJUSTMENTS. The number of one one-thousandths
of a Preferred Share or other securities or property issuable upon exercise of
the Rights, and the Purchase Price payable, are subject to customary adjustments
from time to time to prevent dilution.
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REDEMPTION OF RIGHTS. At any time prior to the earlier of (i) the
Distribution Date or (ii) the Final Expiration Date, the Board of Directors of
the Company may redeem all but not less than all of the then outstanding Rights
at a price of $0.01 per Right (the "Redemption Price"). The redemption of the
Rights may be made effective at such time, on such basis and with such
conditions as the Board of Directors in its sole discretion may establish. At
the effective time of such redemption, the right to exercise the Rights will
terminate and the only right of the holders of Rights will be to receive the
Redemption Price.
NO RIGHTS AS STOCKHOLDER. 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.
AMENDMENT OF RIGHTS. For so long as the Rights are then redeemable, the
Company may, except with respect to the redemption price, amend the Rights
Agreement in any manner. After the Rights are no longer redeemable, the Company
may, except with respect to the redemption price, amend the Rights Agreement in
any manner that does not adversely affect the interests of holders of the
Rights.
This summary description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights Agreement filed
herewith as Exhibit 1, which is hereby incorporated by reference.
ITEM 2. EXHIBITS.
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1. Rights Agreement dated as of September 10, 1999, between
Dallas Semiconductor Corporation and ChaseMellon Shareholder
Services, L.L.C., which includes the form of Certificate of
Designation for Designating Series A Junior Participating
Preferred Stock, $.10 par value, as Exhibit A, the form of
Right Certificate as Exhibit B, and the Summary of Rights as
Exhibit C. (Incorporated by reference to Exhibit 4.1 of the
Company's Form 8-K filed as of September 20, 1999.)
2. Form of Certificate of Designation for Designating Series A
Junior Participating Preferred Stock, $.10 par value (included
as Exhibit A to the Rights Agreement, which is Exhibit 1
hereto).
3. Form of Right Certificate (included as Exhibit B to the Rights
Agreement, which is Exhibit 1 hereto). Pursuant to the Rights
Agreement, printed Right Certificates will not be mailed until
as soon as practicable after the Distribution Date.
4. Form of Summary of Rights (included as Exhibit C to the Rights
Agreement, which is Exhibit 1 hereto) that, together with
certificates representing the outstanding Common Shares of the
Company, shall represent the Rights until the Distribution
Date.
5. Specimen of legend to be placed, pursuant to Section 3(c) of
the Rights Agreement, on all new Common Share certificates
issued after September 21, 1999 and prior
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to the Distribution Date upon transfer, exchange or new
issuance (included in Section 3(c) of the Rights Agreement,
which is Exhibit 1 hereto).
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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, thereunto duly authorized.
Dated: September 20, 1999.
DALLAS SEMICONDUCTOR
CORPORATION
By: /s/ C.V. Prothro
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Name: C.V. Prothro
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Title: Chairman of the Board, President &
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Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT
NO. EXHIBIT DESCRIPTION
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1. Rights Agreement dated as of September 10, 1999,
between Dallas Semiconductor Corporation and
ChaseMellon Shareholder Services, L.L.C., which
includes the form of Certificate of Designation for
Designating of the Series A Junior Participating
Preferred Stock, $.10 par value, as Exhibit A, the
form of Right Certificate as Exhibit B, and the
Summary of Rights as Exhibit C. (Incorporated by
reference to Exhibit 4.1 of the Company's Form 8-K
filed on September 20, 1999.)
2. Form of Certificate of Designation for Designating
Series A Junior Participating Preferred Stock, $.10
par value (included as Exhibit A to the Rights
Agreement, which is Exhibit 1 hereto).
3. Form of Right Certificate (included as Exhibit B to
the Rights Agreement, which is Exhibit 1 hereto).
Pursuant to the Rights Agreement, printed Right
Certificates will not be mailed until as soon as
practicable after the Distribution Date.
4. Form of Summary of Rights (included as Exhibit C to
the Rights Agreement, which is Exhibit 1 hereto) that,
together with certificates representing the
outstanding Common Shares of the Company, shall
represent the Rights until the Distribution Date.
5. Specimen of legend to be placed, pursuant to Section
3(c) of the Rights Agreement, on all new Common Share
certificates issued after September 21, 1999 and prior
to the Distribution Date upon transfer, exchange or
new issuance (included in Section 3(c) of the Rights
Agreement, which is Exhibit 1 hereto).
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