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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
REEBOK INTERNATIONAL LTD.
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(Exact name of registrant as specified in its charter)
Massachusetts 04-2678061
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(State or Other Jurisdiction of Incorporation) (IRS Employer
Identification No.)
100 Technology Center Drive, Stoughton, MA 02072
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(Address of principal executive offices) (Zip Code)
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If this Form relates to the If this Form relates to the
registration of a class of registration of a class of securities
securities pursuant to Section pursuant to Section 12(g) of the
12(b) of the Exchange Act and Exchange Act and is effective
is effective pursuant to pursuant to General Instruction
General Instruction A.(c), A.(d), please check the following
please check the following box. box. []
[X]
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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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Common Stock 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 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 hereby added before the last paragraph of each of the
above:
As of January 1, 1999, the Company and the Rights Agent entered into
Amendment No. 3 to the Rights Agreement, which further amended the Rights
Agreement by excepting certain Beneficial Owners of 10% or more of the Common
Stock from the definition of an Acquiring Person and clarifying the definition
of Distribution Date. As amended, if a Beneficial Owner of 10% or more of the
Common Stock of the Company is required to file a Schedule 13G or Schedule 13D
under the Exchange Act (under which they state no intention to control the
Company), and certifies, if requested by the Company, that the acquisition of
the Common Stock equal to or in excess of 10% was inadvertent, or without
appreciation or knowledge of the terms of the Rights, the Person does not
purchase further shares while the Beneficial Owner of 10% or more of the shares,
and if requested by the Company, sells a number of shares which would reduce its
Beneficial Ownership to below 10%, then such Person will not be an Acquiring
Person.
The definition of Distribution Date was amended to clarify that the
Distribution Date shall be the earlier of the 10th Business Day following the
Stock Acquisition Date or the 10th Business Day following the Offer Commencement
Date or a later date as may be determined by a majority of the Board.
Item 2. Exhibits
Item 2 of the Form 8-A is hereby amended by adding the following item to
the Exhibit Index:
Amendment No. 3 to the Rights Agreement dated as of January 1, 1999 between
the Company and BankBoston, N.A. (f/k/a The First National Bank of Boston), as
Rights Agent.
A copy of Amendment No. 3 to the Rights Agreement is attached as an exhibit to
this Form 8-A/A.
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SIGNATURE
Pursuant to the requirements of the Securities 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.
Date: February 24, 1999 By: /s/ Barry Nagler
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Name: Barry Nagler
Title: Senior Vice President
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EXHIBIT INDEX
The following designated exhibit is filed herewith:
Sequentially
Numbered Page
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1. Amendment No. 3 to the Rights 5
Agreement dated as of January 1, 1999
between the Company and BankBoston,
N.A. (f/k/a The First National Bank of
Boston), as Rights Agent.
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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. 3
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This Agreement, dated as of January 1, 1999 (this "Agreement"), is among
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Reebok International Ltd., a Massachusetts corporation (the "Company"), and
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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 certain amendments 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
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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
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defined in the Rights Agreement as amended hereby (the "Amended Rights
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Agreement") and not otherwise defined herein are used with the meaning so
defined.
2. Amendment of Rights Agreement. Effective upon the date hereof, the
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Rights Agreement is amended as follows:
2.1 Amendment of Section 1(a). Section 1(a) of the Rights Agreement
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is amended to read in its entirety as follows:
"Acquiring Person" shall mean any Person who or which, together with
all Affiliates of such Person, shall be the Beneficial Owner of 10% or
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more of the shares of Common Stock then outstanding, but shall not
include (i) the Company, (ii) any Subsidiary of the Company, (iii) any
employee benefit plan of the Company or of any Subsidiary of the
Company, (iv) any Person organized, appointed, or established by the
Company or any subsidiary of the Company pursuant to the terms of any
plan described in clause (iii) above, (v) any Exempt Person or Exempt
Person Transferee, other than any Exempt Person or Exempt Person
Transferee who, alone or together with its Affiliates, shall at any
time after the Declaration Date become the Beneficial Owner of any
additional shares of Common Stock except pursuant to the exercise of
compensation-related stock options or (vi) any Person who (A) has
reported or is required to report such ownership on Schedule 13G under
the Exchange Act (or any comparable or successor report) or on
Schedule 13D under the Exchange Act (or any comparable or successor
report) which Schedule 13D does not state any intention to or reserve
the right to control or influence the management or policies of the
Company or engage in any of the actions specified in Item 4 of such
Schedule (other than the disposition of the Common Stock), (B) within
10 Business Days of being requested (including but not limited to, by
telephone or facsimile) by the Company to advise it regarding the
same, certifies to the Company that such Person acquired shares of
Common Stock equal to or in excess of 10% inadvertently or without
appreciation or knowledge of the terms of the Rights, provided,
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however, that if the Person requested to so certify fails to do so
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within 10 Business Days, then such Person shall become an Acquiring
Person immediately after such 10 Business Day Period, (C) together
with all of such Person's Affiliates, thereafter does not acquire
additional shares of Common Stock while the Beneficial Owner of 10% or
more of the shares of Common Stock then outstanding and (D) if
requested to do so by the Company, within a specified number of
Business Days (to be specified by the Company, but in no case fewer
than ten) following such request (including but not limited to, by
telephone or facsimile) from the Company to such Person, reduces its
Beneficial Ownership of Common Stock to below 10% of the Common Stock
then outstanding provided, however, that if the Person requested to so
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reduce its Beneficial Ownership fails to do so within such specified
number of Business Days, then such Person shall become an Acquiring
Person immediately after such specified number of Business Days.
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2.2 Amendment of Section 1(s). Section 1(s) of the Rights Agreement
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is amended to read in its entirety as follows:
"Distribution Date" shall mean (A) the earlier of (x) the 10th
Business Day following the Stock Acquisition Date or (y) the 10th
Business Day following the Offer Commencement Date, or (B) such later
date thereafter as may be determined by a majority of the Board.
3. General. This Agreement and the Amended Rights Agreement referred to
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herein constitute the entire understanding of the parties with respect to the
subject matter hereof and supersede all prior and current understandings and
agreements, whether written or oral. 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.
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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
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Title: Senior Vice President
BANKBOSTON, N.A.,
(f/k/a The First National Bank of Boston)
as Rights Agent
By /s/ Katherine Anderson
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Title: Director, Client Services
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