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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
PICTURETEL CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 04-2835972
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(STATE OR OTHER JURISDICTION OF INCORPORATION) (IRS EMPLOYER
IDENTIFICATION NO.)
100 MINUTEMAN RD., ANDOVER, MA 01810
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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), please 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), please check the following box. []
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 NAME OF EACH EXCHANGE ON WHICH EACH
CLASS TO BE SO REGISTERED CLASS IS TO BE REGISTERED
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N/A N/A
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Junior Preference Stock Purchase Rights
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(TITLE OF CLASS)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On March 25, 1992, the Board of Directors (the "Board") of PictureTel
Corporation (the "Company") declared a dividend of one purchase right (a
"Right") for every outstanding share of the Company's common stock, par value
$.01 per share, (the "Common Stock"). The Rights will be distributed to
stockholders of record as of the close of business on April 7, 1992 (the
"Dividend Record Date"). The terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement") between the Company and Fleet National Bank
(formerly known as Bank Boston, N.A., formerly known as The First National Bank
of Boston) as Rights Agent (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
is issued or sold after that date and prior to the "Distribution Date."
Each Right entitles the holder to purchase from the Company one
one-hundredth of a share of Junior Preference Stock at a price of $180 per one
one-hundredth of a share, subject to adjustment. The Rights will expire on March
25, 2002 (the "Expiration Date"), or the earlier redemption of the Rights, and
are not exercisable until the Distribution Date. No separate Rights certificates
will be issued at the present time. 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 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
will also constitute the transfer of the Rights associated with the Common Stock
represented by such certificates.
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 Continuing Directors (as defined below), the Distribution Date
will occur on the earlier of (i) the fifteenth business day following the later
of the date a public announcement that a person, including affiliates or
associates of such person (an "Acquiring Person"), has acquired or obtained the
right to acquire, beneficial ownership of 15% 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 or its affiliates and
associates owning 15% 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 Certificate") 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. "Continuing
Director" means any director of the Company who was a Director prior to any
person becoming an Acquiring Person or a director nominated for his or her term
of office by a majority of the Continuing Directors in office at the time of
such nomination.
Pursuant to Amendment No. 1 to the Rights Agreement, dated as of
January 13, 1995 (the "FIRST AMENDMENT"), Kopp Investment Advisors, Inc.
("KOPP") will not be considered an
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Acquiring Person if: (i) the shares of Common Stock of the Company owned by Kopp
do not exceed 2,600,000 shares, or (ii) the Continuing Directors of the Company
elect to exclude Kopp from the definition of "Acquiring Person" and Kopp files a
report of beneficial ownership of securities of the Company on Schedule 13D
under the Securities Exchange Act of 1934 instead of on Schedule 13G.
Pursuant to Amendment No. 2 to the Rights Agreement, dated as of July
24, 2000 (the "Second Amendment"), Intel Corporation ("Intel") will not be
considered an "Acquiring Person" under the Rights Agreement so long as Intel and
its affiliates and associates do not become the beneficial owner of greater than
that number of shares of Common Stock of the Company equal to the sum of: (A)
the number of shares of Common Stock issuable upon conversion of the Series A
Preferred Stock of the Company purchased by Intel in connection with that
certain Stock Purchase and Investors Rights Agreement, dated as of January 18,
1999 ("1999 Stock Agreement"), by and among the Company and Intel; PLUS (B) the
number of shares of Common Stock issuable upon conversion of the Series B
Preference Stock of the Company ("Series B Stock") purchased by Intel in
connection with a Stock Purchase and Investors Rights Agreement, dated as of
July 13, 2000 ("2000 Stock Agreement"), by and among the Company, Intel, the
State of Wisconsin Investment Board ("SWIB"), Halpern Denny Fund II, L.P., and
certain other investors; PLUS (C) the number of additional shares of Common
Stock which may be purchased by Intel pursuant to certain provisions of the 1999
Stock Agreement and the 2000 Stock Agreement, each such number of shares as
adjusted for stock splits.
The Second Amendment also provides that SWIB will not be considered an
Acquiring Person under the Rights Agreement so long as SWIB and its affiliates
and associates do not become the beneficial owner of greater than that number of
shares of Common Stock equal to the sum of: (A) 3,616,900 shares of Common
Stock, PLUS (B) the number of shares of Common Stock issuable upon conversion of
the Series B Stock purchased by SWIB in connection with the 2000 Stock
Agreement; PLUS (C) such number of additional shares of Common Stock which may
be purchased by SWIB and which, when added to the number of shares of Common
Stock in clauses (A) and (B) hereunder, shall result in the beneficial ownership
at the time of less than 20% of the Common Stock; PLUS (D) the number of
additional shares of Common Stock which may be purchased by SWIB pursuant to
certain other provisions of the 2000 Stock Agreement, each such number of shares
as adjusted for stock splits; provided, however, that at no time will SWIB and
its affiliates and associates become the beneficial owner of 20% or more of
Common Stock of the Company.
If, at any time 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. For example,
if the exercise price is $180, the holder of each Right would be entitled to
receive $360 in market value of the acquiring company's common shares (e.g., two
shares if the per market value is $180) for $180. Also, in the event that (i)
any person or group of affiliated or associated persons (other than the Company
and its affiliates) shall become an Acquiring Person or (ii) an Acquiring Person
engages in one of a number of self-dealing transactions specified in the Rights
Agreement, each holder of a Right will, upon payment of the exercise price, have
the right to
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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. If the exercise price if $180, the holder
of each Right would be entitled to receive $360 in market value of the Company's
common stock for $180. Following the occurrence of any of the events described
in this paragraph (as defined in the Rights Agreement, a "Common Stock Event"),
any rights that are, or under certain circumstances specified in the Rights
Agreement were, beneficially owned by any Acquiring Person (or any affiliate,
associates or transferees 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 but prior to the acquisition of beneficial ownership of 50% or
more of the Common Stock then outstanding, 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 occurring after the date
of declaration of the Rights (such exchange ratio being hereinafter referred to
as the "Exchange Ratio"). 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-hundredths
of a share of Junior Preference Stock of 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 Preference Stock, (ii) upon the grant to
holders of the Preference Stock of certain rights or warrants to subscribe for
shares of the Preferred Stock or convertible securities at less than the current
market price of the Preference Stock or (iii) upon the distribution to holders
of the Preference Stock of evidences of the 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).
With certain exceptions, no adjustments in the exercise price of the
Rights will be required until cumulative adjustments equal at least 1% in such
price.
At any time prior to the Expiration Date, the Company, by a majority
vote of the Continuing Directors then in office, 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 Continuing Directors
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.
Neither the distribution of the Rights nor the subsequent separation of
the Rights on the Distribution Date will be a taxable event for the Company or
its stockholders. Holders of Rights may, depending upon the circumstances,
recognize taxable income upon the occurrence of a
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Common Stock Event. In addition, holders of Rights may have taxable income as a
result of (i) an exchange by the Company of shares of Common Stock (or
Preference Stock) for Rights as described above or (ii) certain anti-dilution
adjustments made to the terms of the Rights after the Distribution Date. A
redemption of the Rights would be a taxable event to holders.
The Rights Agreement may be amended by the Continuing Directors 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 Continuing Directors 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, associates or transferees).
As of July 21, 2000, there were 40,966,647 shares of Common Stock
outstanding. (In addition, there are 9,344,829 shares of Common Stock reserved
for issuance pursuant to the employee stock options). Each share of Common Stock
outstanding on the Dividend Record Date will receive one Right. As long as the
Rights are attached to the Common Stock, the Company will issue one Right with
each newly issued share of Common Stock otherwise issued by the Company, so that
all shares of Common Stock outstanding on the Distribution Date will have
attached Rights. The Company initially reserved 800,000 shares of Junior
Preference Stock for issuance upon exercise of the Rights on and after the
Distribution Date which shall be subject and subordinate to any other
reservation of shares by the Company from time to time heretofore or hereafter
reserved for any lawful purpose.
The exercise of the Rights may have certain anti-takeover effects. The
Rights distribution will not be dilutive of the shareholder's ownership of the
Company and will not affect reported earnings per share. The Company will
receive no proceeds from the distribution of the Rights.
The form of Rights Agreement, dated as of March 25, 1992 between the
Company and the Rights Agent, specifying the terms of the Rights (including as
exhibits thereto the form of Rights Certificate and the Summary of Purchase
Rights), and Amendment No. 1 to such Rights Agreement, is attached hereto as an
exhibit and is hereby incorporated herein by reference. Amendment No. 2 to the
Rights Agreement is also attached hereto. The foregoing description of the
Rights does not purport to be complete and therefore is qualified in its
entirety by reference to such exhibits.
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ITEM 2. EXHIBITS.
1. Rights Agreement ("Rights Agreement"), dated as of March 25, 1992
between the Company and The First National Bank of Boston as Rights
Agent, filed as Exhibit No. 1 to Report on Form 8-A dated March 27,
1992 and incorporated herein by reference.
2. Form of Certificate of Designation with respect to Junior Preference
Stock (attached as Exhibit A to the Rights Agreement), filed as
Exhibit No. 2 to Report on Form 8-A dated March 27, 1992 and
incorporated herein by reference.
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), filed as Exhibit No. 3 to Report on Form 8-A
dated March 27, 1992 and incorporated herein by reference.
4. Summary of Purchase Rights (attached as Exhibit C to the Rights
Agreement), filed as Exhibit No. 4 to Report on Form 8-A dated March
27, 1992 and incorporated herein by reference.
5. Amendment No. 1 to the Rights Agreement, dated as of January 13, 1995,
filed as Exhibit No. 4.2.4 to Report on Form 10-K dated March 31, 1995.
6. Amendment No. 2 to the Rights Agreement, dated as of July 24, 2000,
filed as Exhibit No. 4 to Report on Form 8-K dated July 31, 2000 and
incorporated herein by reference.
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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, thereto duly authorized.
PICTURETEL CORPORATION
Date: July 31, 2000 By: /s/ Ralph Takala
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Ralph Takala
Chief Financial Officer
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