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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
AMENDMENT NO. 4
ATL ULTRASOUND, INC.
(Exact name of registrant as specified in its charter)
WASHINGTON 91-1353386
(State of incorporation (IRS Employer
or organization) Identification No.)
22100 Bothell Everett Highway 98041-3003
P.O. Box 3003 (Zip Code)
Bothell, Washington
(address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
None
(Title of Class)
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. [ ]
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 Act registration statement file number to which this form
relates:
...............(if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
Name of exchange on
Title of each Class which each class is to
to be so registered be registered
Series A Participating Cumulative NASDAQ National Market
Preferred Stock Purchase Rights
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Item 1 of Form 8-A dated February 26, 1988 (as amended through June
26, 1992, the "Form 8-A"), of Westmark International Incorporated is hereby
amended as follows:
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Item 1 of the Form 8-A is hereby amended by adding the following
paragraph at the end of Item 1 of the Form 8-A:
On July 29, 1998, ATL Ultrasound, Inc. (the "Company") executed an
amendment (the "Amendment") to the Amended and Restated Rights Agreement,
dated as of June 26, 1992 (the "Rights Agreement"), between Advanced
Technology Laboratories, Inc. (formerly known as Westmark International
Incorporated) and First Chicago Trust Company of New York, as Rights Agent.
The Amendment provides that neither Philips Electronics North America
Corporation, a Delaware corporation ("Parent"), Philips Acquisition, Inc.,
a Washington corporation and a wholly owned subsidiary of Parent ("Merger
Sub"), any of their respective Affiliates or Associates nor any of their
respective permitted assignees or transferees will become an Acquiring
Person (as that term is defined in the Rights Agreement) as a result of the
occurrence of any of the following: (i) the commencement of the Offer (as
defined in the Agreement and Plan of Merger dated as of July 29, 1998,
among Parent, Merger Sub and the Company (the "Merger Agreement")), (ii)
the approval, execution or delivery of the Merger Agreement, (iii) the
consummation of the Merger (as defined in the Merger Agreement) or (iv) the
consummation of the other transactions contemplated by the Merger
Agreement. The Amendment further provides that, despite the occurrence of
any of the events described under (i), (ii), (iii) or (iv) above, a
Distribution Date (as defined in the Rights Agreement) will not occur, no
ATL Rights will separate from the shares of ATL Common Stock or otherwise
become exercisable and no adjustment will be made pursuant to Section 12 of
the Rights Agreement.
The foregoing description of the Amendment is qualified in its
entirety by reference to the full text of the Amendment, which is attached
hereto as Exhibit A and is incorporated herein by reference, and to the
Rights Agreement which was attached as an exhibit to Amendment Number 3 to
the Form 8-A filed on June 26, 1992 and which is incorporated herein by
reference.
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ITEM 2. EXHIBITS.
Exhibit No. Description
4.1(a)* Amended and Restated Rights Agreement dated
as June 26, 1992, between Advanced Technology
Laboratories, Inc. (formerly known as
Westmark International Incorporated) and
First Chicago Trust Company of New York, as
Rights Agent, which includes the Certificate
of Designation for the Series A Participating
Cumulative Preferred Stock as Exhibit A and
the form of Right Certificate as Exhibit B.
4.1(b) Amendment to the Amended and Restated Rights
Agreement dated as of July 29, 1998.
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[* Incorporated by reference to Exhibit 4.1 to Form 10-K dated December 31,
1997, File No. 0-15160.]
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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 hereunto duly authorized.
Date: August 4, 1998 ATL ULTRASOUND, INC.
(Registrant)
By: /s/ Dennis C. Fill
Name: Dennis C. Fill
Title: Chairman and Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
4.1(a)* Amended and Restated Rights Agreement dated
as June 26, 1992, between Advanced Technology
Laboratories, Inc. (formerly known as
Westmark International Incorporated) and
First Chicago Trust Company of New York, as
Rights Agent, which includes the Certificate
of Designation for the Series A Participating
Cumulative Preferred Stock as Exhibit A and
the form of Right Certificate as Exhibit B.
4.1(b) Amendment to the Amended and Restated Rights
Agreement dated as of July 29, 1998.
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[* Incorporated by reference to Exhibit 4.1 to Form 10-K dated December 31,
1997, File No. 0-15160.]
AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT No. 1 dated as of July 29, 1998 (this
"Amendment"), to the Amended and Restated Rights
Agreement dated as of June 26, 1992 (the "Rights
Agreement"), between ATL Ultrasound, Inc., a Washington
corporation (the "Company"), and First Chicago Trust
Company of New York, as Rights Agent (the "Rights
Agent"). All capitalized terms not otherwise defined
herein shall have the meaning ascribed to such terms in
the Rights Agreement.
WHEREAS Philips Electronics North America Corporation, a Delaware
corporation ("Parent"), Philips Acquisition, Inc., a Washington corporation
and a wholly owned subsidiary of Parent ("Merger Sub") and the Company have
proposed to enter into an Agreement and Plan of Merger to be dated the date
hereof (the "Merger Agreement");
WHEREAS the Company desires to amend the Rights Agreement to
render the Rights inapplicable to the Merger (as defined in the Merger
Agreement), the Offer (as defined in the Merger Agreement) and the other
transactions contemplated by the Merger Agreement;
WHEREAS the Company deems this Amendment to the Rights Agreement
to be necessary and desirable and in the best interests of the holders of
the Rights and has duly approved this Amendment; and
WHEREAS Section 26 of the Rights Agreement permits the Company at
any time before the Distribution Date to amend the Rights Agreement in the
manner provided herein and provides that this Amendment shall become
effective immediately upon execution by the Company whether or not also
executed by the Rights Agent.
NOW, THEREFORE, the Company amends the Rights Agreement as
follows:
1. Section 1 of the Rights Agreement is hereby amended by adding
the following new paragraph as the last paragraph of Section 1:
"Notwithstanding anything in this Agreement to the contrary, none
of Philips Electronics North America Corporation, a Delaware
corporation ("Parent") or Philips Acquisition, Inc., a Washington
corporation and a wholly owned subsidiary of Parent ("Merger Sub"),
any of their respective Affiliates or Associates or any of their
respective permitted assignees or transferees
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shall become an Acquiring Person, no Distribution Date shall occur, no
Rights shall separate from the sharesof Common Stock or otherwise
become exercisable and no adjustment shall be made pursuant to Section
12, in each case, solely by reason of (i) the commencement of the
Offer (as defined in the Agreement and Plan of Merger dated as of July
29, 1998 (the "Merger Agreement") among Parent, Merger Sub and the
Company), (ii) the approval, execution or delivery of the Merger
Agreement, (iii) the consummation of the Merger (as defined in the
Merger Agreement) or (iv) the consummation of the other transactions
contemplated by the Merger Agreement."
2. The Rights Agreement shall not otherwise be supplemented or
amended by virtue of this Amendment, but shall remain in full force and
effect as amended hereby.
IN WITNESS WHEREOF, the Company has executed this Amendment as of
the date and year first above written.
ATL Ultrasound, Inc.,
by
/s/ Dennis C. Fill
Name: Dennis C. Fill
Title: Chairman and Chief
Executive Officer
