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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.)
1895 J.W. Foster Boulevard, Canton, MA 02021
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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), please 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), please check the following box. [ ]
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 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 2. EXHIBITS
Item 2 of the Form 8-A is hereby amended by adding the following item
to the Exhibit Index:
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.
A copy of Amendment No. 5 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: 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
The following designated exhibit is filed herewith:
SEQUENTIALLY
NUMBERED PAGE
1. Amendment No. 5 to the Rights 5
Agreement dated as of June 5, 2000
between the Company and American
Stock Transfer & Trust Company, as
Rights Agent.
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