SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(AMENDMENT NO. 2)
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 22, 1997
Pacific Scientific Company
(Exact name of registrant as specified in its charter)
California
(State or other jurisdiction of incorporation)
1-7744 94-0744970
Commission File Number (IRS Employer Identification No.)
620 Newport Center Drive, Suite 700
Newport Beach, California 92660
(Address of principal executive offices) (Zip Code)
(714) 720-1714
Registrant's Telephone Number<PAGE>
Item 5. Other Events.
This amendment amends and supplements the
Registration Statement on Form 8-K, as filed with the
Securities and Exchange Commission on December 22, 1997, with
respect to the rights (the "Rights") issued pursuant to the
Preferred Share Purchase Rights Agreement (the "Rights
Agreement"), by and between the Company and ChaseMellon
Shareholder Services, L.L.C. as rights agent (the "Rights
Agent"), dated as of December 21, 1997 (the "Rights
Agreement").
The Company has determined and announced that the
record date relating to the Rights to be distributed to
holders of Common Stock pursuant to the Rights Agreement will
be December 29, 1997. A letter agreement between the Company
the Rights Agent, and a press release relating to such matter
are attached hereto as Exhibits 3 and 4 and are incorporated
herein by reference.
Item 7. Exhibits.
Item 7 is hereby amended and supplemented by adding
thereto the following:
Exhibit 3. Letter agreement, dated as of December 22,
1997, by and between the Company and the
Rights Agent.
Exhibit 4. Press Release issued by the Company on
December 22, 1997 with respect to the record
date for the Rights.<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the under-
signed, thereunto duly authorized.
Dated: December 23, 1997
PACIFIC SCIENTIFIC COMPANY
By: /s/ Lester Hill
Name: Lester Hill
Title:Chairman and Chief
Executive Officer<PAGE>
EXHIBIT LIST
Exhibit 3. Letter agreement, dated as of December 22,
1997, by and between the Company and the Rights
Agent.
Exhibit 4. Press Release issued by the Company on December
22, 1997 with respect to the record date for
the Rights.
EXHIBIT 3
[PACIFIC SCIENTIFIC COMPANY LETTERHEAD]
ChaseMellon Shareholder Services, L.L.C.
400 South Hope Street
4th Floor
Los Angeles, CA 90071
Ladies and Gentlemen:
Reference is hereby made to the Preferred Share
Purchase Rights Agreement (the "Rights Agreement"), by and
between Pacific Scientific Company (the "Company") and
ChaseMellon Shareholder Services, L.L.C. (the "Rights Agent").
This letter, which upon the signature of each of the
Company and the Rights Agent will constitute an amendment to
the Rights Agreement, will confirm that, notwithstanding
anything to the contrary in the Rights Agreement, the Record
Date for the determination of shareholders of the Company who
are entitled to receive a distribution of the Rights will be
December 29, 1997.<PAGE>
Please indicate your acceptance of the foregoing by
signing as indicated below.
Very Truly Yours,
By: /s/ Lester Hill
Title: Chairman and Chief
Executive Officer
AGREED AND ACCEPTED:
CHASEMELLON SHAREHOLDER SERVICES
L.L.C.
By: /s/ Michael Dzieciolowski
Title: Relationship Manager
EXHIBIT 4
NEWS RELEASE
FOR: Pacific Scientific Company
CONTACT: Morgen-Walke Associates
Edward Nebb
212-850-5600
John Swenson, Alex Wellins
415-296-7383
For Immediate Release
MacKenzie Partners
Daniel Burch
Stanley Kay
212-929-5748
PACIFIC SCIENTIFIC COMPANY ANNOUNCES RECORD DATE
FOR PREFERRED SHARE PURCHASE RIGHTS
NEWPORT BEACH, CALIFORNIA, December 22, 1997 -- Pacific Scien-
tific Company (NYSE:PSX) has announced that the record date
relating to the Preferred Share Purchase Rights to be distrib-
uted to holders of common stock of Pacific Scientific pursuant
to the Rights Agreement adopted by Pacific Scientific on Decem-
ber 21, 1997 will be December 29, 1997. A copy of the Rights
Agreement was filed by Pacific Scientific with the Securities
and Exchange Commission earlier today as an exhibit to Pacific
Scientific's Solicitation/Recommendation Statement on Schedule
14D-9.
Headquartered in Newport Beach, California, Pacific Scientific
Company designs, manufactures and markets motion control, pro-
cess control and safety equipment.
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