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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 27, 1996.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
AMENDMENT NO. 1 TO REGISTRATION STATEMENT ON FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
THE SECURITIES EXCHANGE ACT OF 1934
DIGITAL MICROWAVE CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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DELAWARE 77-0016028
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
170 ROSE ORCHARD WAY, SAN JOSE, CA 95134
(Address of Principal Executive Offices) (Zip Code)
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If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A(c)(1), please
check the following box. [_]
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2), please check the following box. [_]
Securities to be registered pursuant to Section 12(b) of the Act:
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None Not Applicable
(Title of Each Class (Name of Each Exchange on
to be so Registered) Which Each Class is to be
Registered)
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Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Share Purchase Rights
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The response to Item 1 of the Registration Statement on Form 8-A of
Digital Microwave Corporation (the "Company"), dated November 1, 1991, is hereby
amended by incorporating the following paragraphs:
On November 5, 1996, the Board of Directors of the Company authorized
and approved an amendment to the Rights Agreement, dated as of October 24, 1991
(the "Rights Agreement"), between the Company and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent and successor to Manufacturers Hanover Trust
Company of California (the "Rights Agent"). The amendment was effected pursuant
to that certain Amendment No. 1 to the Rights Agreement, dated as of December
27, 1996 (the "Amendment"), by and between the Company and the Rights Agent.
Capitalized terms used in the summary below have the meanings given to them in
the Rights Agreement.
The definition of an Acquiring Person in Section 1(a) of the Rights
Agreement was amended to provide that certain Persons who report beneficial
ownership of Company Common Shares on Schedule 13G under the Exchange Act shall
not be deemed to be Acquiring Persons for purposes of the Rights Agreement.
The foregoing description of the Amendment does not purport to be
complete and is qualified in its entirety by reference to the Amendment, which
is attached hereto as Exhibit 1.
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ITEM 2. EXHIBITS
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Exhibit No. Description
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1 Amendment No. 1 to the Rights Agreement, dated as of December 27, 1996, between
Digital Microwave Corporation and ChaseMellon Shareholder Services, L.L.C., as Rights
Agent and as successor to Manufacturers Hanover Trust Company of California.
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SIGNATURES
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.
DIGITAL MICROWAVE CORPORATION
Date: December 27, 1996 By:/s/ CHARLES D. KISSNER
------------------------------------
Charles D. Kissner
Chairman of the Board, President and
Chief Executive Officer
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EXHIBIT INDEX
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Sequentially
Numbered
Exhibit No. Description Pages
- ------------ ----------- ------------
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1 Amendment No. 1 to the Rights Agreement, dated as of December 27, 1996, between
Digital Microwave Corporation and ChaseMellon Shareholder Services, L.L.C., as
Rights Agent and as successor to Manufacturers Hanover Trust Company of California.....
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EXHIBIT 1
AMENDMENT NO. 1
TO THE
RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 (this "Amendment"), dated as of December 27,
1996, is between Digital Microwave Corporation, a Delaware corporation (the
"Company") and ChaseMellon Shareholder Services, L.L.C, as Rights Agent and as
successor to Manufacturers Hanover Trust Company of California (the "Rights
Agent").
WHEREAS, the Company entered into that certain Rights Agreement, dated
as of October 24, 1991 (the "Rights Agreement"), with Manufacturers Hanover
Trust Company of California, as Rights Agent and as predecessor to ChaseMellon
Shareholder Services, L.L.C.; and
WHEREAS, the Board of Directors of the Company has determined that it
is in the best interests of the Company and its stockholders to amend the
definition of Acquiring Person to provide that certain persons who report
beneficial ownership of Common Shares of the Company on Schedule 13G under the
Securities Exchange Act of 1934, as amended, shall not be deemed to be
Acquiring Persons for purposes of the Rights Agreement;
THEREFORE, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1 Definitions. Capitalized terms used herein have the
meaning set forth in the Rights Agreement, unless otherwise defined in this
Amendment.
ARTICLE II
AMENDMENT TO RIGHTS AGREEMENT
Section 2.1 Amendment.
(a) Section 1(a) of the Rights Agreement shall be amended to add the
following immediately following the first sentence thereof:
"Acquiring Person shall not include any Person who has reported
or is required to report beneficial ownership of Common Shares
on Schedule 13G under the Exchange Act (or any comparable or
successor report), but only so long as (x) such Person is
eligible to report such ownership on Schedule 13G under the
Exchange Act (or any comparable or successor report), (y) such
Person has not reported and is not required to report such
ownership on Schedule 13D under the Exchange Act (or any
comparable or successor report) and such Person does not hold
Company Common Shares on behalf of any other Person who is
required to report Beneficial Ownership of such Company Common
Shares on such Schedule 13D, and (z) such Person does not
beneficially own 20% or more of the Company Common Shares then
outstanding."
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ARTICLE III
MISCELLANEOUS
Section 3.1 Governing Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of Delaware.
Section 3.2 Counterparts. This Amendment may be executed in one or
more counterparts, each of which shall be deemed an original, and all of which
shall constitute one and the same agreement.
Section 3.3 Headings. The heading references herein are for
convenience purposes only, do not constitute a part of this Amendment and shall
not be deemed to limit or affect any of the provisions hereof.
Section 3.4 Construction. The terms of this Amendment shall prevail
over any conflicting provision of the Rights Agreement, but both instruments
shall otherwise be construed and interpreted as a single integrated agreement.
All references in the Rights Agreement to such "Agreement" shall be construed
as referring to the Rights Agreement as it has been amended hereby. The Rights
Agreement remains in full force and effect, in accordance with its terms and as
amended hereby, and there are no other amendments, understandings or agreements
except as set forth herein. Any terms or provisions of the Rights Agreement
that are inconsistent with or contrary to the terms and provisions of this
Amendment shall not be deemed to constitute a breach of the Rights Agreement.
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IN WITNESS WHEREOF, the parties have executed or caused this Amendment
to be executed as of the date first written above.
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DIGITAL MICROWAVE CORPORATION
ATTEST:
By /s/ CARL A. THOMSEN By /s/ CHARLES D. KISSNER
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Carl A. Thomsen Charles D. Kissner
Vice President, Chief Financial Chairman of the Board, Chief Executive
Officer and Secretary Officer and President
CHASEMELLON SHAREHOLDER
SERVICES, L.L.C., as Rights Agent
ATTEST:
By /s/ FRANK RICO By /s/ ASA DREW
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Frank Rico Asa Drew
Assistant Vice President Assistant Vice President
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