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FORM 8-A/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
ULTRA PAC, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MINNESOTA 41-1581031
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(STATE OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER
IDENTIFICATION NO.)
21925 INDUSTRIAL BOULEVARD, ROGERS, MINNESOTA 55374
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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IF THIS FORM RELATES TO THE REGISTRATION IF THIS FORM RELATES TO THE REGISTRATION OF A
OF A CLASS OF DEBT SECURITIES AND IS CLASS OF DEBT SECURITIES AND IS TO BECOME
EFFECTIVE UPON FILING PURSUANT TO EFFECTIVE SIMULTANEOUSLY WITH THE
GENERAL INSTRUCTION A(c)(1) PLEASE EFFECTIVENESS OF A CONCURRENT REGISTRATION
CHECK THE FOLLOWING BOX. [ ] STATEMENT UNDER THE SECURITIES ACT OF 1933
PURSUANT TO GENERAL INSTRUCTION A(c)(2)
PLEASE CHECK THE FOLLOWING BOX. [ ]
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NONE
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
PREFERRED STOCK PURCHASE RIGHTS
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Item 1. Description of Registrant's Securities to be Registered.
Item 1 is amended to add the following:
As publicly announced on March 23, 1997, Ultra Pac, Inc. (the "Company")
has entered into an Agreement and Plan of Merger (the "Merger Agreement") with
IPC, Inc., a Delaware corporation ("IPC") and Package Acquisition, Inc., a
Minnesota corporation and a wholly-owned subsidiary of IPC ("Acquisition"). In
connection with the Merger Agreement, the Company executed Amendment No. 1
("Amendment No. 1") to the Rights Agreement dated as of February 27, 1998 (the
"Rights Agreement") between the Company and Norwest Bank Minnesota, N.A.
Amendment No. 1 amends Sections 1(a), 3(a), 11, and 13 of the Rights
Agreement to provide that the announcement, commencement or consummation of the
Offer (as defined in the Merger Agreement) or the execution of the Merger
Agreement or the consummation of the transactions contemplated thereby
(including, without limitation, the Offer and the Merger (as defined in the
Merger Agreement)), will not (i) cause IPC, Acquisition or any of their
respective Affiliates or Associates to become an "Acquiring Person" (as defined
in the Rights Agreement), (ii) give rise to a "Distribution Date" (as defined
in the Rights Agreement) or (iii) trigger certain other events specified in the
Rights Agreement.
In addition, Amendment No. 1 amends Section 7(a) to provide that the
Rights (as defined in the Rights Agreement) are exercisable at or prior to the
earliest of (i) the close of business on February 27, 2008, (ii) immediately
prior to the effective time of the Merger, (iii) the time at which the Rights
are redeemed as provided in Section 23 of the Rights Agreement or (iv) the time
at which the Rights are exchanged as provided in Section 24 of the Rights
Agreement.
The Rights Agreement is filed as Exhibit 1 to the Company's Registration
Statement on Form 8-A dated February 27, 1998. Amendment No. 1 is attached as
Exhibit 2 to this Form 8-A/A. The foregoing summary description of the Rights
does not purport to be complete and is qualified in its entirety by the
reference to such exhibits which are hereby incorporated herein by reference in
their entirety.
Item 2.Exhibits.
Exhibit
Number Description of Document
1 Rights Agreement dated as of February 27, 1998 between Ultra Pac,
Inc. and Norwest Bank Minnesota, N.A., which includes as Exhibit A
the Form of Certificate of Designation, Preferences and Rights, as
Exhibit B the Form of Rights Certificate and as Exhibit C the
Summary of Rights to Purchase Preferred Stock. Pursuant to the
Rights Agreement, Rights Certificates will not be mailed until after
the Distribution Date (as that term is defined in the Rights
Agreement). (Incorporated by reference to the Company's
Registration Statement on Form 8-A dated February 27, 1998).
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2 Amendment No. 1 to Rights Agreement dated as of March 23, 1998 between
Ultra Pac, Inc. and Norwest Bank Minnesota, N.A.
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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, thereunto duly authorized.
ULTRA PAC, INC.
(Registrant)
Dated: March 26, 1998 By: /s/ CALVIN KRUPA
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Calvin Krupa
President and Chief Executive Officer
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Index to Exhibits
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Exhibit No. Exhibit Page No. *
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1 Rights Agreement dated as of February 27, 1998 between
Ultra Pac, Inc. and Norwest Bank Minnesota, N.A.,
which includes as Exhibit A the Form of Certificate of
Designation, Preferences and Rights, as Exhibit B the
Form of Rights Certificate and as Exhibit C the Summary
of Rights to Purchase Preferred Stock. Pursuant to the
Rights Agreement, Rights Certificates will not be mailed
until after the Distribution Date (as that term is defined in
the Rights Agreement). (Incorporated by reference to the
Company's Registration Statement on Form 8-A dated
February 27, 1998).
2 Amendment No. 1 to Rights Agreement dated as of
March 23, 1998 between Ultra Pac, Inc. and Norwest
Bank Minnesota, N.A.
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* Only on manually signed copy.
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AMENDMENT NO. 1 TO RIGHTS AGREEMENT
AMENDMENT NO. 1 TO RIGHTS AGREEMENT, dated as of March 23, 1998, between
ULTRA PAC, INC., a Minnesota corporation (the "Company"), and NORWEST BANK
MINNESOTA, N.A. (the "Rights Agent"), amending the Rights Agreement, dated as
of February 27, 1998, between the Company and the Rights Agent (the "Rights
Agreement").
W I T N E S S E T H
WHEREAS, the Board of Directors of the Company has approved an Agreement
and Plan of Merger (the "Merger Agreement") by and among IPC, Inc., a Delaware
corporation ("IPC"), Package Acquisition, Inc., a Minnesota corporation and a
wholly-owned subsidiary of IPC ("Acquisition"), and the Company, providing for
Acquisition to commence an all-cash tender offer for all outstanding shares of
capital stock of the Company (the "Offer") and for the subsequent merger of
Acquisition with and into the Company (the "Merger");
WHEREAS, the Board of Directors of the Company has determined that the
Offer and the Merger are fair to and in the best interests of the Company and
its shareholders;
WHEREAS, the willingness of IPC and Acquisition to enter into the Merger
Agreement is conditioned on, among other things, the amendment of the Rights
Agreement on the terms set forth herein;
WHEREAS, Section 27 of the Rights Agreement provides that, the Company may
from time to time supplement or amend the Rights Agreement without the approval
of any holders of Rights Certificates to, among other things, make any
provisions with respect to the Rights which the Company may deem necessary or
desirable, any such supplement or amendment to be evidenced by a writing signed
by the Company and the Rights Agent; provided, however, that from and after
such time as any Person becomes an Acquiring Person, the Rights Agreement may
not be amended in any manner which would adversely affect the interest of the
holders of Rights; and
WHEREAS, in compliance with Section 27 of the Rights Agreement, the
Company and the Rights Agent desire to amend the Rights Agreement as
hereinafter set forth and have executed and delivered this Amendment
immediately prior to the execution and delivery of the Merger Agreement.
NOW, THEREFORE, in consideration of the premises and mutual agreements set
forth in the Rights Agreement and this Amendment, the parties hereby agree as
follows:
1. Section 1 of the Rights Agreement is hereby amended by adding the
following definitions thereto:
"Acquisition" shall mean Package Acquisition, Inc., a Minnesota
corporation and a
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wholly-owned subsidiary of IPC.
"IPC" shall mean IPC, Inc., a Delaware corporation.
"Merger" shall mean the merger of Acquisition with and into the
Company as contemplated by the Merger Agreement.
"Merger Agreement" shall mean the Agreement and Plan of
Merger, dated as of March 23, 1998, by and among IPC,
Acquisition and the Company, as the same may be amended in
accordance with the terms thereof.
"Offer" shall have the meaning set forth in the Merger
Agreement.
2. Section 1(a) of the Rights Agreement is hereby amended by adding to the
end thereof the following:
"Notwithstanding anything to the contrary contained herein,
neither IPC nor Acquisition nor any of their respective Affiliates
or Associates shall be or become an "Acquiring Person" (and no
Shares Acquisition Date shall occur) as a result of (i) the
announcement, commencement or consummation of the Offer, or (ii)
the execution of the Merger Agreement (or any amendment thereto
in accordance with the terms thereof) or the consummation of the
transactions contemplated thereby (including, without limitation,
the Offer and the Merger)."
3. Section 3(a) of the Rights Agreement is hereby amended by adding to the
end thereof the following:
"Notwithstanding anything to the contrary contained herein,
no Distribution Date shall occur as a result of (i) the
announcement, commencement or consummation of the Offer, or (ii)
the execution of the Merger Agreement (or any amendment thereto in
accordance with the terms thereof) or the consummation of the
transactions contemplated thereby (including, without limitation,
the Offer and the Merger), and no Distribution Date will, in any
event, occur prior to the effective time of the Merger or the
earlier termination of the Merger Agreement."
4. Section 7(a) of the Rights Agreement is hereby amended by replacing
"(the "Final Expiration Date"), (ii) the time at which the Rights are redeemed
as provided in Section 23 hereof (the "Redemption Date"), or (iii) the time at
which such rights are exchanged as provided in Section 24 hereof" with the
following:
",(ii) immediately prior to the effective time of the Merger
(the earlier of (i) and (ii) being herein referred to as the
"Final Expiration Date"), (iii) the time at which the Rights are
redeemed as provided in Section 23 hereof (the "Redemption Date"),
or (iv) the time at which such Rights are exchanged as provided in
Section
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24 hereof."
5. Section 11 of the Rights Agreement is hereby amended by adding to the
end thereof the following:
"(o) Notwithstanding anything to the contrary contained
herein, the provisions of this Section 11 will not apply to or be
triggered by (i) the announcement, commencement or consummation of
the Offer, or (ii) the execution of the Merger Agreement (or any
amendment thereto in accordance with the terms thereof) or the
consummation of the transactions contemplated thereby (including,
without limitation, the Offer and the Merger)."
6. Section 13 of the Rights Agreement is hereby amended by adding to the
end thereof the following:
"(d) Notwithstanding anything to the contrary contained
herein, the provisions of this Section 13 will not apply to or be
triggered by the execution of the Merger Agreement or any
amendment thereto or the consummation of the transactions
contemplated thereby (including, without limitation, the Merger)."
7. The term "Agreement" as used in the Rights Agreement shall be deemed to
refer to the Rights Agreement as amended by this Amendment No. 1.
8. Capitalized terms used herein but not defined herein shall have the
respective meanings ascribed to them in the Rights Agreement.
9. Except as set forth herein, the Rights Agreement shall remain in full
force and effect and shall be otherwise unaffected hereby.
10. This Amendment No. 1 may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
be duly executed, all as of the day and year first above written.
ULTRA PAC, INC.
Attest:
By: /s/ JAMES A. THOLE By: /s/ CALVIN KRUPA
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Name: James A. Thole Name: Calvin Krupa
Title: Secretary Title: President and Chief Executive
Officer
NORWEST BANK MINNESOTA, N.A.
Attest:
By: /s/ BARB NOVAK By: /s/ TAMMY BRUSEHAVER
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Name: Barb Novak Name: Tammy Brusehaver
Title: Vice President Title: Officer
