<PAGE> 1
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
Puritan-Bennett Corporation
- -----------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 44-0399150
- ----------------------------- ------------------------------------
(State of incorporation or (I.R.S. Employer Identification No.)
organization)
9401 Indian Creek Parkway, Overland Park, KS 66225-5905
- -----------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which class is
to be so registered to be registered
- ------------------- ---------------------
None None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock Purchase Rights
- -----------------------------------------------------------------------------
(Title of Class)
<PAGE> 2
2
Item 1. Description of Registrant's Securities to be Registered.
-------------------------------------------------------
On May 2, 1989, the Board of Directors of Puritan-Bennett
Corporation (the "Company") declared a dividend distribution of one Right for
each outstanding share of common stock, $1.00 par value (the "Common Stock"),
of the Company to stockholders of record at the close of business on May 17,
1989 (the "Record Date"). Except as set forth below, each Right, when
exercisable, entitles the registered holder to purchase from the Company
one-half of a share of Common Stock, at a per share price of $90.00 (the
"Purchase Price"), subject to adjustment. (Since each Right represents the
right when exercisable to purchase one-half share, the exercise of each Right
requires payment of $45.00, subject to adjustment.) Pursuant to an Amendment
Agreement, dated October 27, 1994 (the "Amendment"), between the Company and
UMB Bank, N.A. (previously known as United Missouri Bank of Kansas City,
N.A.), as Rights Agent (the "Rights Agent"), the Rights Agreement dated as of
May 2, 1989 between the Company and the Rights Agent (as amended, the "Rights
Agreement") has been amended. The description and terms of the Rights are set
forth in the Rights Agreement.
The Rights are currently attached to all outstanding shares of
Common Stock, and no separate Rights Certificates have been distributed. Until
the earlier to occur of (i) a public announcement that, without the prior
consent of the Company, a person or group of affiliated or associated persons
(an "Acquiring Person") has acquired, or obtained the right to acquire,
beneficial ownership of securities having 20% or more of the voting power of
all outstanding voting securities of the Company, or (ii) the close of business
on such day, as may, from time to time, be designated by the Board of Directors
(acting in its sole discretion), that is after the tenth business day after the
commencement of (or a public announcement of an intention to make) a tender
offer or exchange offer which would result in any person or group of related
persons becoming an Acquiring Person, without the prior consent of the Company
(the earlier of such dates being called the "Distribution Date"), the Rights
will be evidenced, with respect to any of the Common Stock certificates
outstanding as of the Record Date, by such Common Stock certificate together
with the Summary of Rights to purchase Common Stock attached to the Rights
Agreement as Exhibit B (the "Summary of Rights"). The Rights Agreement
provides that, until the Distribution Date, the Rights will be transferred with
and only with Common Stock certificates. From as soon as practicable after the
Record Date and until the Distribution Date (or earlier redemption or
expiration of the Rights), new Common Stock certificates issued upon transfer
or new issuance of the Common Stock will contain a notation incorporating the
Rights Agreement by reference. Until the Distribution Date (or earlier
redemption or expiration of the Rights), the surrender or transfer of any
certificates for Common Stock (with or without the Summary of Rights attached)
will also constitute the transfer of the Rights associated with the Common
Stock represented by such certificate. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("Rights
Certificates") will be mailed to
<PAGE> 3
3
holders of record of the Common Stock as of the close of business on the
Distribution Date, and the separate Rights Certificates alone will evidence the
Rights.
The Rights are not exercisable until after the Distribution
Date. The Rights will expire on the earliest of (i) May 1, 1999, (ii) upon
consummation of a merger transaction with a person or group who acquired Common
Stock pursuant to a Permitted Offer (as defined below), and is offering in the
merger the same price per share and form of consideration paid in the Permitted
Offer, or (iii) upon redemption by the Company as described below.
The Purchase Price, and the number of shares of Common Stock
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of the
Common Stock, (ii) upon the grant to holders of the Common Stock of certain
rights or warrants to subscribe for Common Stock, certain convertible
securities or securities having the same or more favorable rights, privileges
and preferences as the Common Stock at less than the current market price of
the Common Stock, or (iii) upon the distribution to holders of the Common Stock
of evidences of indebtedness or assets (excluding regular quarterly cash
dividends out of earnings or retained earnings) or of subscription rights or
warrants (other than those referred to above).
In the event that, after the first date of public announcement
that an Acquiring Person has become such, the Company is involved in a merger
or other business combination transaction in which the Common Stock is
exchanged or changed, or 50% or more of the Company's assets or earning power
are sold (in one or more transactions), proper provision shall be made so that
each holder of a Right shall thereafter have the right to receive, upon the
exercise thereof at the then current Purchase Price multiplied by the then
current number of shares of Common Stock for which a Right is then exercisable
(the product being referred to as the "Right Exercise Price"), that number of
shares of common stock of the acquiring company (or, in the event there is more
than one acquiring company, the acquiring company receiving the greatest
portion of the assets or earning power transferred), which at the time of such
transaction would have a market value of two times the Right Exercise Price
(such right being referred to as the "Merger Right").
In the event that a person becomes the beneficial owner of
securities having 20% or more of the voting power of all then outstanding
Common Stock (unless pursuant to a tender offer or exchange offer for all
outstanding shares of Common Stock at a price and on terms determined by at
least a majority of the Company's Directors who are neither Acquiring Persons
nor affiliates or associates of any Acquiring Person nor officers of the
Company to be both adequate and otherwise in the best interests of the Company
and its stockholders (a "Permitted Offer")), proper provision shall be made so
that each holder of a Right will for a 60-day period thereafter have the right
to receive upon exercise of the Right,
<PAGE> 4
4
and payment of the Right Exercise Price, that number of shares of Common Stock
having a market value of two times the Right Exercise Price, subject to the
availability of a sufficient number of authorized but unissued shares (such
right being referred to as the "Subscription Right"). The holder of a Right
will continue to have the Merger Right whether or not such holder exercises the
Subscription Right.
Upon the occurrence of any of the events giving rise to the
exercisability of the Subscription Right or the Merger Right, any Rights that
are or were at any time owned by an Acquiring Person on or after the time the
Acquiring Person became such shall become void insofar as they relate to the
Subscription Right or the Merger Right.
With certain exceptions, no adjustments in the Purchase Price
will be required until cumulative adjustments require an adjustment of at least
1% in such Purchase Price. No fractions of shares will be issued and, in lieu
thereof, an adjustment in cash will be made based on the then current market
price of the Common Stock, as determined under the terms of the Rights
Agreement.
At any time prior to the earlier to occur of (i) a person
becoming an Acquiring Person, or (ii) the expiration of the Rights, the Company
may redeem the Rights in whole, but not in part, at a price of $.01 per Right
(the "Redemption Price"), which redemption shall be effective upon the action
of the Board of Directors. Additionally, the Company may thereafter redeem the
then outstanding Rights in whole, but not in part, at the Redemption Price,
provided that such redemption is incidental to a merger or other business
combination transaction or series of transactions involving the Company, but
not involving an Acquiring Person or any person who was an Acquiring Person or
following an event giving rise to, and the expiration of the exercise period
for, the Subscription Right if and for as long as an Acquiring Person
beneficially owns securities representing less than 20% of the Common Stock.
The redemption of Rights described in the preceding sentence shall be effective
only as of such time when the Subscription Right is not exercisable, and in any
event, only after 10 business days' prior notice. Upon the effective date of
the redemption of the Rights, the right to exercise the Rights will terminate
and the only right of the holders of Rights will be to receive the Redemption
Price.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without limitation,
the right to vote or to receive dividends. As long as the Rights are attached
to the Common Stock, the Company will issue one Right with each new share of
Common Stock and each share of Common Stock issued from the Company's treasury
so that all such shares will also have attached rights. There have been
reserved for issuance 6,500,000 shares of Common Stock of the Company issuable
upon exercise of the Rights.
<PAGE> 5
5
The Rights may have the effect of impeding a change in control
of the Company without the prior consent of the Company's Board of Directors.
The Rights will cause substantial dilution to a person or group that attempts
to acquire the Company without conditioning the offer on redemption of the
Rights by the Board of Directors of the Company or on the acquisition by such
person of a substantial number of rights. The Rights should not interfere with
any merger, consolidation or other business combination approved by the Board
of Directors since the Rights may be redeemed by the Board as described above.
A copy of the Rights Agreement as entered into by the Company
and the Rights Agent, specifying the terms of the Rights, which includes as
Exhibit A the Form of Rights Certificate, and as Exhibit B the Summary of
Rights has been filed as an exhibit hereto and is incorporated herein by
reference. A copy of the Amendment is attached hereto as Exhibit 2 and is
incorporated herein by reference. The foregoing description of the Rights does
not purport to be complete and is qualified in its entirety by reference to
such exhibits.
Item 2. Exhibits.
The following exhibits are included herewith:
<TABLE>
<CAPTION>
Exhibit Description
- ------- -----------
<S> <C>
1 Conformed copy of Rights Agreement dated as of May 2,
1989, between Puritan-Bennett Corporation and
United Missouri Bank of Kansas City, N.A. (now
known as UMB Bank, N.A.), which includes as
Exhibit A the Form of Rights Certificate, and as
Exhibit B the Summary of Rights to Purchase Common
Stock (previously filed).
2 Amendment Agreement, dated as of October 27, 1994, between
Puritan-Bennett Corporation and UMB Bank, N.A. (previously
known as United Missouri Bank of Kansas City, N.A.).
</TABLE>
<PAGE> 6
6
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, thereto duly authorized.
PURITAN-BENNETT CORPORATION
Date: October 28, 1994 By: /s/ Burton A. Dole, Jr.
----------------------------
Name: Burton A. Dole, Jr.
Title: President
<PAGE> 7
Exhibit Index
-------------
<TABLE>
<CAPTION>
Sequentially
Exhibit No. Description Numbered Page
- ----------- ----------- -------------
<S> <C> <C>
1 Conformed copy of Rights
Agreement dated as of May 2,
1989, between Puritan-Bennett
Corporation and United Missouri
Bank of Kansas City, N.A. (now
known as UMB Bank, N.A.), which
includes as Exhibit A the Form of
Rights Certificate, and as Exhibit B
the Summary of Rights to Purchase
Common Stock (previously filed).
2. Amendment Agreement, dated
as of October 27, 1994, between
Puritan-Bennett Corporation and
UMB Bank, N.A. (previously known
as United Missouri Bank of Kansas
City, N.A.)
</TABLE>
<PAGE> 1
Exhibit 2
<PAGE> 2
CONFORMED COPY
AMENDMENT AGREEMENT
-------------------
Amendment Agreement, dated as of October 27, 1994, between Puritan-
Bennett Corporation, a Delaware corporation (the "Company"), and UMB Bank, N.A.
WHEREAS, the Company and the Rights Agent have heretofore executed and
entered into a Rights Agreement, dated as of May 2, 1989 (the "Rights
Agreement"), setting forth the terms of Common Stock Purchase Rights of the
Company (the "Rights").
WHEREAS, the Company and the Rights Agent may from time to time
supplement or amend the Rights Agreement pursuant to the provisions of Section
27 of the Rights Agreement; and
WHEREAS, all acts and things necessary to make this Amendment
Agreement a valid, legal and binding instrument of the Company and the Rights
Agent have been duly done, performed and fulfilled, and the execution and
delivery hereof by each of the Company and the Rights Agent have been in all
respects duly authorized by the Company and the Rights Agent, respectively:
NOW, THEREFORE, the Company and the Rights Agent hereby agree as
follows:
1. Pursuant to Section 27 of the Rights Agreement, Section 3(a)
of the Rights Agreement is hereby modified and amended to read in its entirety
as set forth in Annex A.
2. This Amendment Agreement may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original and all such counterparts shall together constitute but one and
the same instrument. Terms not defined herein shall, unless the context
otherwise requires, have the meanings assigned to such terms in the Rights
Agreement.
3. In all respects not inconsistent with the terms and provisions of
this Amendment Agreement, the Rights Agreement is hereby ratified and
confirmed. In executing and delivering this Amendment Agreement, the Rights
Agent shall be entitled to all of the privileges and immunities afforded to the
Rights Agent under the terms and conditions of the Rights Agreement.
<PAGE> 3
2
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
Agreement to be fully executed and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.
PURITAN-BENNETT CORPORATION
By: /s/ Burton A. Dole, Jr.
--------------------------
Name: Burton A. Dole, Jr.
Title: President
By: /s/ Daniel C. Weary
---------------------------------------
Name: Daniel C. Weary
Title: Secretary and General Counsel
UMB BANK, N.A.
By: /s/ Nancy L. Hoffman
--------------------------
Name: Nancy L. Hoffman
Title: Vice President
By: /s/ R. William Blomker
------------------------------
Name: R. William Blomker
Title: Assistant Secretary
<PAGE> 4
Annex A
-------
(a) Until the earlier of (i) the Stock Acquisition Date or (ii) the close of
business on such day, as may, from time to time, be designated by the Board of
Directors (acting in its sole discretion), that is after the tenth business day
after the date of the commencement of, or first public announcement of the
intent of any Person (other than the Company, any subsidiary of the Company, or
any employee benefit plan of the Company or any of its subsidiaries or any
Person organized, appointed or established by the Company or any subsidiary of
the Company for or pursuant to the terms of any such plan) to commence (which
intention to commence remains in effect for five business days after such
announcement), a tender or exchange offer if, upon consummation thereof, such
Person would be an Acquiring Person, (the earlier of subsections (i) and (ii)
hereof being herein referred to as the "Distribution Date"), the Rights will be
evidenced (subject to the provisions of paragraph (b) of this Section 3) by the
certificates for Common Stock (which certificates for the Common Stock shall be
deemed also to be Rights Certificates) and not by separate Rights Certificates,
and the right to receive Rights Certificates will be transferable only in
connection with the transfer of the Common Stock. As soon as practicable after
the Distribution Date, the Rights Agent will send, by first-class, insured,
postage prepaid mail, to each record holder of the Common Stock as of the close
of business on the Distribution Date, at the address of such holder shown on
the records of the Company, a Rights Certificate, in substantially the form of
Exhibit A attached hereto, evidencing one Right for each share of the Common
Stock so held, subject to adjustment as provided herein. As of and after the
Distribution Date, the Rights will be evidenced solely by such Rights
Certificates.
As soon as practicable following the Record Date, the Company
will send a copy of a Summary of Rights, in substantially the form attached
hereto as Exhibit A (the "Summary of Rights"), by first-class, postage prepaid
mail, to each record holder of the Common Stock as of the close of business on
the Record Date, at the address of such holder shown on the records of the
Company. With respect to certificates for the Common Stock outstanding as of
the Record Date, until the Distribution Date (or earlier redemption, expiration
or termination of the Rights), the Rights will be evidenced by such
certificates for the Common Stock together with the Summary of Rights and the
registered holders of the Common Stock shall also be the registered holders of
the associated Rights. Until the Distribution Date (or earlier redemption,
expiration or termination of the Rights), the surrender for transfer of any of
the certificates for the Common Stock outstanding on the Record Date, even
without a copy of the Summary of Rights attached thereto, shall also constitute
the transfer of the Rights associated with the Common Stock represented by such
certificate.
