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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): June 5, 2000
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REEBOK INTERNATIONAL LTD.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Massachusetts 1-9340 04-2678061
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(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
1895 J.W. Foster Boulevard, Canton, MA 02021
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER: (781) 401-5000
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100 Technology Center Drive, Stoughton, MA 02072
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS.
The following is hereby added before the last paragraph of each of the
above:
As of June 5, 2000, the Company and the Rights Agent entered into
Amendment No. 5 to the Rights Agreement ("Amendment No. 5"), which amends the
Rights Agreement in several respects, as described below.
First, Amendment No. 5 alters the threshold acquisition percentage for
triggering the Rights. Under the Rights Agreement, with certain exceptions, the
acquisition by purchase or by tender or exchange offer of a certain percentage
of the outstanding shares of the then outstanding shares of Common Stock will
trigger the Rights. Amendment No. 5 increases this threshold percentage from
10% to 15%.
Second, Amendment No. 5 extends the terms of the Rights Agreement by
changing the Expiration Date from June 14, 2000 to June 14, 2010.
Third, Amendment No. 5 permits the Board of Directors to redeem the
Rights at any time prior to the earlier of Distribution Date or the Expiration
Date. Prior to Amendment No. 5, the Rights Agreement allowed redemption at any
time prior to the Expiration Date.
Finally, Amendment No. 5 implements a TIDE Committee which consists of
independent directors who will review and evaluate the Rights Agreement at least
every three years to consider whether its maintenance continues to be in the
best interests of the Company, its stockholders and any other constituencies of
the Company.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS:
1. Press release issued by Reebok International Ltd. (the "Company") on
June 6, 2000.
2. Amendment No. 5 to the Rights Agreement dated as of June 5, 2000
between the Company and American Stock Transfer & Trust Company, as
Rights Agent.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
REEBOK INTERNATIONAL LTD.
Date: June 6, 2000 By: /s/ David A. Pace
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Name: David A. Pace
Title: Vice President, General
Counsel and Clerk
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EXHIBIT INDEX
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The following designated exhibits are filed herewith: PAGE
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1. Press release issued by Reebok International Ltd. (the "Company") on
June 6, 2000. 5
2. Amendment No. 5 to the Rights Agreement dated as of June 5, 2000
between the Company and American Stock Transfer & Trust Company, as
Rights Agent. 7
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