SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
(Amendment No. 3)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Pacific Scientific Company
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(Exact name of registrant as specified in its charter)
California 94-0744970
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(State of incorporation or organization) (IRS Employer Identification No.)
620 Newport Center Drive, Suite 700, Newport Beach, California 92660
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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
to be so registered which 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
Item 1 of the Form 8-A filed by Pacific Scientific Company (the "Company")
with the Securities and Exchange Commission on December 22, 1997, as previously
amended, relating to the Rights Agreement (the "Rights Agreement"), dated as of
December 21, 1997, between the Company and ChaseMellon Shareholder Services,
L.L.C. (the "Rights Agent"), is hereby amended and supplemented as follows:
On January 31, 1998, the Company entered into an Agreement and Plan of
Merger (the "Merger Agreement") with DH Holdings Corp. ("Parent"), a Delaware
corporation and a wholly owned subsidiary of Danaher Corporation and a
corporation to be formed under California law which will be a wholly owned
subsidiary of Parent ("Purchaser"). The Merger Agreement contemplates, among
other things, a cash tender offer by Parent and Purchaser for all outstanding
shares of the Company's common stock followed by the merger (the "Merger") of
Purchaser with and into the Company. In connection with the execution of the
Merger Agreement, the Board of Directors of the Company approved a First
Amendment, dated as of January 31, 1998, to the Rights Agreement (the "First
Amendment"). The First Amendment provides, among other things, that Parent and
its Affiliates (as defined in the Rights Agreement), would not be deemed an
Acquiring Person (as defined in the Rights Agreement). The First Amendment is
filed as Exhibit No. 5 to this Amendment No. 3 to Form 8-A and is incorporated
herein by reference. The Merger Agreement and a related press release issued by
the Company on February 2, 1998 are attached as Exhibits 6 and 7 hereto and are
each incorporated herein by reference.
Item 2. Exhibits.
5. First Amendment to Rights Agreement, dated as of January 31, 1998, by and
between the Company and the Rights Agent.
6. Agreement and Plan of Merger, dated as of January 31, 1998, by and among
the Company, Parent and Purchaser (incorporated by reference to Exhibit 1
to the Company's Form 8-K dated February 2, 1998).
7. Press release, dated February 2, 1998 (incorporated by reference to
Exhibit 2 to the Company's Form 8-K dated February 2, 1998).
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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: February 2, 1998
PACIFIC SCIENTIFIC COMPANY
By: /s/ Lester Hill
Name: Lester Hill
Title: Chairman and Chief Executive
Officer
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EXHIBIT LIST
5. First Amendment to Rights Agreement, dated as of January 31, 1998, by and
between the Company and the Rights Agent.
6. Agreement and Plan of Merger, dated as of January 31, 1998, by and among
the Company, Parent and Purchaser (incorporated by reference to Exhibit 1
to the Company's Form 8-K dated February 2, 1998).
7. Press release, dated February 2, 1998 (incorporated by reference to
Exhibit 2 to the Company's Form 8-K dated February 2, 1998).
Exhibit 5
FIRST AMENDMENT TO RIGHTS AGREEMENT
This First Amendment (the "Amendment"), dated as of this 31st day of
January, 1998, amends the Rights Agreement (the "Rights Agreement"), dated as of
December 21, 1997 by and between Pacific Scientific, a California corporation
(the "Company"), and ChaseMellon Shareholder Services, L.L.C., as Rights Agent
(the "Rights Agent"). All terms not otherwise defined herein shall have the
meaning given such terms in the Rights Agreement.
WHEREAS, the Board of Directors of the Company has approved and
adopted an Agreement and Plan of Merger (the "Merger Agreement"), dated as of
January 31, 1998, by and among DH Holdings Corp., a Delaware corporation
("Parent"), ACC Acquisition Corp. a California corporation and a wholly-owned
subsidiary of Parent and the Company;
WHEREAS, the Merger Agreement contemplates certain amendments to
the Rights Agreement; and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company
may, subject to certain limitations, amend the Rights Agreement without the
approval of any holders of Right Certificates.
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements set forth herein, the Company and the Rights Agent hereby agree as
follows:
1. Amendment.
(a) Section 1(a) of the Rights Agreement is hereby amended by
adding the following at the end of the first sentence thereof:
", or DH Holdings Corp., a Delaware corporation ("Parent"), or any
Affiliate of Parent, provided, however, that for purposes of this
Agreement, Associates of Parent or its Affiliates shall not be
deemed to beneficially own any shares of Common Stock which are
beneficially owned by Parent or its Affiliates".
(b) Clause (ii) of Section 3(a) of the Rights Agreement is hereby
amended by adding the following to the end of each of the second and third
parenthetical clauses therein:
", or Parent or any Affiliate or Associate of Parent".
(c) Clause (i) of Section 7(a) of the Rights Agreement is hereby
amended to read in its entirety as follows:
"(i) the earlier of the Close of Business on December 19, 2007 and
immediately prior to the Effective Time (as defined in the Agreement
and Plan of Merger, dated as of January 31, 1998, by and among
Parent, ACC Acquisition Corp., a California corporation
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and a wholly-owned subsidiary of Parent, and the
Company (the "Merger Agreement")) (the "Final
Expiration Date"),".
(d) Clause (iv) of Section 25(a) of the Rights Agreement is hereby
amended by adding the following at the end thereof:
"other than pursuant to the Merger Agreement,".
2. Miscellaneous.
(a) Choice of Law. This Amendment shall be deemed to be a contract
made under the laws of the State of New York and for all purposes shall be
governed and construed in accordance with the laws of such State applicable to
contracts to be made and performed entirely within such State.
(b) Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
(c) Severability. If any term or provision of this Amendment is
held by a court of competent jurisdiction or other authority to be invalid, void
or unenforceable, the remainder of the terms and provisions of this Amendment
shall in no way be affected, impaired or invalidated.
(d) Existing Terms. The existing terms and conditions of the Rights
Agreement shall remain in full force and effect except as such terms and
conditions are specifically amended or conflict with the terms of this
Amendment.
(e) Effective Date. This Amendment shall be effective on the date
hereof, provided, however, that if the Merger Agreement is terminated in
accordance with its terms, then this Amendment shall immediately and without any
further action by the Company, the Rights Agent or any other Person, be
rescinded in full and the Rights Agreement shall immediately, and without any
further action by the Company, the Rights Agent or any other Person, be
reinstated to its terms and conditions as in effect prior to the execution
hereof by the Company and the Rights Agent.
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IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to be executed and delivered by its duly authorized officer on the day
and year first above written.
Attest: PACIFIC SCIENTIFIC COMPANY
By: /s/ Winston E. Hickman By: /s/ Lester Hill
Name: Winston E. Hickman Name: Lester Hill
Title: Senior Vice President and Title: Chairman and Chief Executive
Chief Financial Officer Officer
Attest: CHASEMELLON SHAREHOLDER
SERVICES, L.L.C.
By: /s/ Mary Ann McElroy By: /s/ Michael Dzieciolowski
Name: Mary Ann McElroy Name: Michael Dzieciolowski
Title: Relationship Manager Title: Assistant Vice President
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