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 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
REEBOK INTERNATIONAL LTD.
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(Exact name of registrant as specified in its charter)
Massachusetts 04-2678061
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(State of incorporation or organization) (IRS Employer Identification No.)
100 Technology Center Drive, Stoughton, MA 02072
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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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Common Stock Purchase Rights New York Stock Exchange
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), check the following box. [ X ]
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), check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
Page 1 of 8
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Item 1 of Form 8-A and the Summary of Common Stock Purchase Rights attached as
Exhibit B to the Common Stock Rights Agreement which is an Exhibit to the Form
8-A are hereby amended as follows:
The following is added before the last paragraph of each of the above:
As of May 26, 1999, the Company and the Rights Agent entered into
Amendment Number 4 to the Rights Agreement which further amended the Rights
Agreement to change the combined capital and surplus required of the Rights
Agent pursuant to Section 21 of the Rights Agreement from $50,000,000 to
$10,000,000.
Effective as of June 1, 1999, the Company removed The First National
Bank of Boston as Rights Agent and appointed American Stock Transfer & Trust
Company ("AST") as successor Rights Agent under the Rights Agreement and AST
became a party to the Rights Agreement. Pursuant to Section 21 of the Rights
Agreement, AST is vested with the same powers, rights, duties and
responsibilities as if it had been originally named as Rights Agent and is
deemed to be Rights Agent for all purposes of the Rights Agreement.
Item 2. Exhibits
Item 2 of the Form 8-A is hereby amended by adding the following three
items to the Exhibit Index:
Amendment No. 4 to the Rights Agreement dated as of May 26, 1999
between the Company and BankBoston (f/k/a The First National Bank of Boston),
as Rights Agent.
Letter agreement dated May 18, 1999 between BankBoston (f/k/a The First
National Bank of Boston)and the Company.
Letter agreement dated May 18, 1999 between American Stock Transfer
& Trust Company and the Company.
Copies of the above-listed three items are attached as exhibits to this
Form 8-A/A.
Page 2 of 8
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this amendment to be signed on its behalf
by the undersigned, thereto duly authorized.
REEBOK INTERNATIONAL LTD.
(Registrant)
By: /s/ BARRY NAGLER
Barry Nagler
Senior Vice President
DATED: June 8, 1999
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<PAGE>
EXHIBIT INDEX
Sequentially
Numbered Page
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1. Amendment No. 4 to the Rights 5
Agreement dated as of May 26, 1999
between the Company and BankBoston
(f/k/a The First National Bank of Boston),
as Rights Agent.
2. Letter agreement dated May 18, 1999 7
between BankBoston (f/k/a The First
National Bank of Boston) and the
Company.
3. Letter agreement dated May 18, 1999 8
between American Stock Transfer & Trust
Company and the Company.
Page 4 of 8
REEBOK INTERNATIONAL LTD.
AND
BANKBOSTON, N.A.
(F/K/A/ THE FIRST NATIONAL BANK OF BOSTON)
AS RIGHTS AGENT
COMMON STOCK RIGHTS AGREEMENT
AMENDMENT NO. 4
This Agreement, dated as of May 26, 1999 (this "Agreement"), is between
Reebok International Ltd., a Massachusetts corporation (the "Company") and
BankBoston, N.A., as Rights Agent:
WHEREAS, pursuant to Section 27 of the Rights Agreement (as defined
below), the Company may from time to time supplement or amend the Rights
Agreement in accordance with the provisions of Section 27 thereof;
WHEREAS, the Company desires to make an amendment to the Rights
Agreement; and
WHEREAS, the execution and delivery of this Agreement by the Company
and the Rights Agent have been in all respects duly authorized by each of them;
Accordingly, in consideration of the premises and the mutual agreements
herein set forth, the parties hereby agree as follows:
1. RIGHTS AGREEMENT; DEFINITIONS. This Agreement amends the Common
Stock Rights Agreement dated as of June 14, 1990 among the parties hereto (as in
effect prior to giving effect to this Agreement, the "Rights Agreement"). Terms
defined in the Rights Agreement as amended hereby (the Amended Rights
Agreement") and not otherwise defined herein are used with the meaning so
defined.
2. AMENDMENT OF RIGHTS AGREEMENT. Effective upon the date hereof, the
Rights Agreement is amended as follows:
2.1 AMENDMENT TO SECTION 21. Section 21 of the Rights
Agreement is amended to delete the phrase at the end of the sixth
sentence thereof which reads "a combined capital and surplus of at
least $50,000,000" and replace it with the phrase "a combined capital
and surplus of at least $10,000,000."
3. GENERAL. This Agreement and the Amended Rights Agreement referred to
herein constitute the entire understanding of the parties with respect to the
subject matter hereof. Except as expressly provided for herein, the provisions
of the Rights Agreement shall continue in full force and effect and shall not be
affected or modified in any way by this Agreement.
Page 5 of 8
<PAGE>
This Agreement may be executed in any number of counterparts, which together
shall constitute one instrument, and shall bind and inure to the benefit of the
parties and their respective successors and assigns. This Agreement shall be
governed by and construed in accordance with the laws (other than the conflict
of law rules) of The Commonwealth of Massachusetts.
Each of the undersigned has caused this Agreement to be executed and
delivered by its duly authorized officer as an agreement under seal as of the
date first written above.
REEBOK INTERNATIONAL LTD.
By: /s/ BARRY NAGLER
Name: Barry Nagler
Title: Senior Vice President
and General Counsel
BANKBOSTON, N.A.
(f/k/a The First National Bank of Boston)
as Rights Agent
By: /s/ KATHERINE ANDERSON
Name: Katherine Anderson
Title: Administration Manager
Page 6 of 8
May 18, 1999
Mr. Stephen M. Plefka
Boston EquiServe
150 Royall Street
Canton, Massachusetts 02021
Re: TERMINATION OF APPOINTMENT AS RIGHTS AGENT
Dear Steve:
Pursuant to notice sent to you by Reebok International Ltd. (the
"Company") on April 30, 1999, The First National Bank of Boston (the "Bank")
will be removed as Rights Agent as of May 31, 1999 under the Common Stock Rights
Agreement dated as of June 14, 1990 between the Company and the Bank (the
"Rights Agreement"). Such notice also informed you that American Stock Transfer
& Trust Company, 40 Wall Street, New York, NY 10005 ("AST") will be appointed
successor Rights Agent as of June 1, 1999.
The Bank agrees to deliver and transfer to the successor Rights Agent,
AST, all property held by the Bank as Rights Agent under the Rights Agreement
and to provide any further assistance or documentation necessary for AST to
perform its duties as Rights Agent under the Rights Agreement.
Please sign below to acknowledge the removal of the Bank as Rights
Agent under the Rights Agreement as of May 31, 1999 and the appointment of AST
as successor Rights Agent as of June 1, 1999 and return the signed copy of this
letter to Randi Ingerman, Reebok International Ltd., 100 Technology Center
Drive, Stoughton, MA 02072.
Sincerely,
REEBOK INTERNATIONAL LTD.
By: /s/ KENNETH WATCHMAKER
Kenneth Watchmaker
Executive Vice President and
Chief Financial Officer
AGREED TO AND ACKNOWLEDGED:
BANKBOSTON, FORMERLY KNOWN AS
THE FIRST NATIONAL BANK OF BOSTON
By: /s/ TYLER HAYNES, III Date: May 24, 1999
Name: Tyler Haynes, III
Title: Administration Manager
Page 7 of 8
May 18, 1999
Mr. Michael Karfunkel
American Stock Transfer & Trust Company
40 Wall Street
New York, NY 10005
Re: APPOINTMENT AS RIGHTS AGENT
Dear Mr. Karfunkel:
Reference is made to the Common Stock Rights Agreement dated as of June
14, 1990 between Reebok International Ltd. (the "Company") and the The First
National Bank of Boston (the "Bank") (the "Rights Agreement"). Pursuant to
Section 21 of the Rights Agreement, the Company hereby appoints American Stock
Transfer & Trust Company ("AST") as successor Rights Agent under the Rights
Agreement as of June 1, 1999 (a copy of which has been provided to you) and AST
hereby agrees that (a) it will serve as such successor Rights Agent, (b) by
signing below, it shall be a party to the Rights Agreement effective as of June
1, 1999 and be bound by all of the terms and conditions thereof in connection
with its role as Rights Agent and (c) it shall be deemed to be Rights Agent for
all purposes of the Rights Agreement. AST further agrees that it will mail a
notice of its appointment as successor Rights Agent, in the form approved in
advance by the Company, to the registered holders of the Rights Certificates as
provided in Section 21 of the Rights Agreement.
Sincerely,
REEBOK INTERNATIONAL LTD.
By: /s/ KENNETH WATCHMAKER
Kenneth Watchmaker
Executive Vice President and
Chief Financial Officer
ACCEPTED AND AGREED TO BY
AMERICAN STOCK TRANSFER & TRUST COMPANY
By: /s/ Michael Karfunkel
Name: Michael Karfunkel
Title: President
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