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FORM 8-A\A
Amendment No. 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
GENICOM CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 51-0271821
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(State of incorporation or (I.R.S. Employer
organization) Identification No.)
14800 Conference Center Drive
Suite 400, Westfields
Chantilly, Virginia 20151
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(Address of Principal Zip Code
Executive Offices)
Securities to be registered pursuant to Section 12(b) of the Act:
None
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(Title of Class)
Securities to be registered pursuant to Section 12(g) of the Act:
Title of each class
to be so registered
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Common Stock, $.01
Par Value
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Item 1. Description of Registrant's Securities to be Registered.
The following brief description of the capital stock of Genicom
Corporation (the "Company") does not purport to be complete and is subject in
all respects to applicable Delaware law and to the provisions of the Company's
Restated Certificate of Incorporation, as amended (the "Certificate of
Incorporation"), its Bylaws, and the Rights Agreement dated June 16, 1996
between the Company and First Union National Bank of North Carolina, copies of
which have been filed with the U.S. Securities and Exchange Commission (the
"Commission").
General
The Company's Certificate of Incorporation authorizes the issuance of
18,000,000 shares of Common Stock, par value $.01 per share (the "Common
Shares").
The transfer agent for the Common Shares is First Union National Bank of
North Carolina, Charlotte, North Carolina.
Common Shares
The outstanding Common Shares are fully paid and non-assessable. Holders
of Common Shares are entitled to receive dividends if, when and as declared by
the Board, out of funds legally available therefor. Upon liquidation,
dissolution or winding up of the Company, holders of Common Shares are entitled
to share ratably in assets available for distribution.
Holders of Commons Shares are entitled to one vote per share with respect
to all matters submitted to a vote of the shareholders. The Certificate of
Incorporation and Bylaws contain no restrictions on the repurchase or
redemption of the Common Shares.
On June 16, 1996 the Board of Directors of the Company declared a dividend
distribution of one common share purchase right (a "Right") for each
outstanding Common Share. The distribution was payable on July 5, 1996 to the
shareholders of record at the close of business on that date.
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The description and terms of the Rights are set forth in the Rights
Agreement, dated as of June 16, 1996 (the "Rights Agreement"), between the
Company and First Union National Bank of North Carolina as Rights Agent (the
"Rights Agent"). Each Right will entitle the registered holder to purchase
from the Company one one-thousandth of a Common Share at an initial price of
$40.00 per one one-thousandth of a share (the "Purchase Price"), subject to
adjustment. A Common Share and the Right issued or to be issued in respect
thereof will not be separately transferable until the "Distribution Date,"
which is the earlier of (i) the tenth day after a public announcement that a
Person (which term as used herein means an individual or business entity, other
than the Company and certain related entities) or group of affiliated or
associated Persons has acquired, or obtained the right to acquire, beneficial
ownership of 17% or more of the outstanding Common Shares (thereby becoming an
"Acquiring Person") or (ii) the tenth business day after the date of the
commencement of or first public announcement of the intent of any Person to
commence a tender or exchange offer the consummation of which would result in
such a Person becoming an Acquiring Person.
However, a Person will not become an Acquiring Person if such Person,
i) who, together with all affiliates and associates of such Person,
inadvertently becomes Beneficial Owner of 17% or more of the Common Shares, ii)
delivers to the Company the undertaking (the "Undertaking") required by the
Rights Agreement within five days of the first public announcement by the
Company or such Person, that such Person, together with all affiliates or
associates of such Person, has become Beneficial Owner of 17% or more of the
outstanding Common Shares, and iii) has not delivered another Undertaking
within the preceding two years. A Person described in the preceding sentence
will become an Acquiring Person (A) if such Person, together with all
affiliates and associates of such Person, does not reduce the number of Common
Shares Beneficially Owned by such Person, together with all affiliates and
associates of such Person, to less than 17% of the outstanding Common Shares
within the thirty day period specified in the Undertaking, or, (B) if in the
sole opinion of the Board of Directors, such Person has breached any
representation or covenant contained in such Undertaking. In the Undertaking
such Person shall represent that the acquisition of Common Shares resulting in
Beneficial Ownership of Common Shares of 17% or more was inadvertent and agree
to i) reduce such beneficial ownership to less than 17% within thirty days, ii)
not acquire additional Common Shares while such Person is Beneficial Owner of
17% or more of Common Shares (except as a result of corporate action not
caused, directly or indirectly, by such Person), and iii) not seek to acquire
or effect control of the Company while Beneficial Owner of 17% or more of the
Common Shares.
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Every Common Share issued after July 5, 1996 but prior to the Distribution
Date will also have a Right issued in respect thereof. As soon as practicable
after the Company has notified the Rights Agent of the occurrence of the
Distribution Date, separate certificates evidencing the Rights ("Rights
Certificates") will be mailed to holders of record of the Common Shares as of
the close of business on the Distribution Date. Common Shares issued after the
Distribution Date will be issued with Rights if such shares are issued pursuant
to the exercise of stock options, under an employee benefit plan, or upon the
conversion of securities, which options, plan or securities were granted,
established or issued before the Distribution Date. Except as otherwise
determined by the Board of Directors, no other Common Shares issued after the
Distribution Date will be issued with Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire at the close of business on July 1, 2006, unless earlier redeemed
by the Company as described below.
The Purchase Price payable, and the number of Common Shares or other
securities or property issuable, upon exercise of the Rights, as well as the
number of Rights outstanding, are subject to adjustment from time to time upon
the occurrence of certain dilutive events.
Each holder of a Right will have the right to receive, upon exercise of a
Right, Common Shares (or, in certain circumstances, cash, property or other
securities of the Company) having a value equal to two times the purchase price
for the Rights then in effect, (a) if after the Distribution Date, (i) the
Company is the surviving or continuing corporation in a merger or other
combination with an Acquiring Person and the Common Shares are not changed or
exchanged, (ii) an Acquiring Person consummates, with the Company or any
subsidiary, any one of a number of transactions listed in the Rights Agreement,
examples of which include acquiring stock or convertible securities except on a
pro rata basis with other shareholders, obtaining any assets except on an
arms-length basis, obtaining or disposing of any assets having a fair market
value of more than $2 million, or receiving certain financial benefits such as
loans, guarantees, tax benefits, except on a pro rata basis with other
shareholders or compensation, except as a full-time employee at normal rates,
or (iii) while there is an Acquiring Person, an event occurs which results in
such Acquiring Person's ownership interest being increased by more than 1%
(e.g., a reverse stock split), or (b) if an Acquiring Person acquired
beneficial ownership of 17% or more of the outstanding Common Shares except
pursuant to a cash tender offer for all outstanding shares which is determined
to be fair by the Continuing Directors (each of which events is popularly
termed a flip-in event). Notwithstanding any of the foregoing, following the
occurrence of any of the events set
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forth in this paragraph, all Rights that are, or (under certain circumstances
specified in the Rights Agreement) were, beneficially owned by any Acquiring
Person will be null and void. The Continuing Directors are the directors on
the Distribution Date or are directors elected or nominated by a majority of
the Continuing Directors in office on the date of such election or nomination.
In the event that, at any time after it is announced that a Person or
group has become an Acquiring Person, (i) the Company is acquired in a merger
or other business combination transaction and is not the surviving or
continuing corporation, (ii) the Company is the surviving or continuing
corporation in a merger or other business combination and the Common Shares are
changed or exchanged for securities of another Person, or (iii) 50% or more of
the Company's assets or earning power is sold or transferred (each of which
events is popularly termed a flip-over event), each holder of a Right shall
thereafter have the right to receive, upon exercise, common stock (or
equivalent securities) of the acquiring entity having a value equal to two
times the purchase price for the Rights then in effect. The events set forth
in this paragraph and in the preceding paragraph are referred to as the
"Triggering Events."
No fractional Common Shares will be issued (other than fractions which are
integral multiples of one one-thousandth of a Common Share, which may, at the
election of the Company, be evidenced by depositary receipts) and in lieu
thereof, an adjustment in cash will be made based on the market price of the
Common Shares on the last trading date prior to the date of exercise. If the
Company is not able to issue the Common Shares because of the absence of
necessary regulatory approval, restrictions contained in the Certificate of
Incorporation or for any other reason, a person exercising the Rights will be
entitled to receive a combination of cash or property or other securities
having a value equal to the value of the Common Shares which would otherwise
have been issued upon exercise of the Rights.
At any time until ten days after the announcement that a Person or group
has become an Acquiring Person, the Company may redeem the Rights in whole, but
not in part, at a price of $.01 per Right, payable, at the option of the
Company, in cash or Common Shares. When the Board of Directors (with the
approval of a majority of Continuing Directors) orders a redemption of the
Rights, the Rights will terminate and the only right of the holders of Rights
will be to receive the redemption price.
After a Person or group becomes an Acquiring Person and before the
Acquiring Person acquires 50% or more of the outstanding Common Shares, the
Company, with the approval of a majority of Continuing Directors, may require a
holder to exchange all or any portion of his Rights for one Common Share
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(or in certain circumstances, other securities of the Company), per Right.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the
right to vote or to receive dividends.
Other than those provisions relating to the principal economic terms of
the Rights, any of the provisions of the Rights Agreement may be amended by the
Board of Directors of the Company prior to the Distribution Date. After the
Distribution Date, the Rights Agreement may still be amended by the Board
(under certain circumstances only with the approval of a majority of Continuing
Directors) in order to cure any ambiguity, defect or inconsistency, to make
changes which do not adversely affect the interests of holders of Rights
(excluding the interests of any Acquiring Person), or to shorten or lengthen
any time period under the Rights Agreement; provided, however, that no
amendment to adjust the time period governing redemption shall be made at such
time as the Rights are not redeemable.
Preemptive Rights
The holders of Common Shares will not be entitled to any preemptive or
other subscription rights.
Item 2. Exhibits
<TABLE>
<CAPTION>
Number Description
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<S> <C>
3.1 Restated Certificate of Incorporation effective as of
June 15, 1992 - incorporated by reference to Form 8-A filed
with the Commission on July 5, 1996.
3.2 Certificate of Amendment to Certificate of Incorporation
effective as of July 17, 1995 - incorporated by reference to
Form 8-A filed with the Commission on July 5, 1996.
3.3 By-laws, dated June 1, 1983, as amended January 23, 1989 -
incorporated by reference to Exhibit 3.2 to Form 10-K
filed with the Commission on March 29, 1989.
4.1 Rights Agreement dated as of June 16, 1996 between Genicom
Corporation and First Union National Bank of North
Carolina - incorporated by reference to Exhibit 4.1 to Form 8-A
filed with the Commission on July 5, 1996.
</TABLE>
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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.
GENICOM CORPORATION
Dated: July 5, 1996 By \s\ James C. Gale
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James C. Gale
Senior Vice President Finance
and Chief Financial Officer
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