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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
SUMMIT AUTONOMOUS INC.
(f/k/a SUMMIT TECHNOLOGY, INC.)
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Massachusetts 04-2897945
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(STATE OR OTHER JURISDICTION OF INCORPORATION) (IRS EMPLOYER
IDENTIFICATION NO.)
21 Hickory Drive, Waltham, MA 02451
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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. [ ]
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:
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(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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None None
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. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On March 28, 2000, Summit Autonomous Inc., f/k/a Summit Technology,
Inc. (the "Company"), declared a dividend distribution of one preferred stock
purchase right for each share of Common Stock. Each Right entitles the
registered holder to purchase from the Company after the Distribution Date
described below one-thousandth of a share of its Series A Preferred Stock. The
exercise price is $90.00 for each one-thousandth share of Preferred Stock. The
distribution of Rights was made on March 29, 2000 to the record holders of
Common Stock at the close of business on that date. One Right will also be
issued for each share of Common Stock issued between March 29, 2000 and the
Distribution Date.
On May 26, 2000, the Company adopted an amendment to the Rights
Agreement, the terms of which are described below.
Exercisability of the Rights; Distribution Date. The Rights are not
exercisable until the Distribution Date. The Distribution Date would occur, if
ever, ten business days after either of the following events:
- A public announcement that a person or group, other than certain
exempt persons, (an "Acquiring Person") has acquired, or obtained the right to
acquire, beneficial ownership of 15% or more of the Company's outstanding Common
Stock (the "Stock Acquisition Date"); or
- The commencement or announcement of an intention to make a tender
offer or exchange offer that would result in a person or group, other than
certain exempt persons, owning 15% or more of the Company's outstanding Common
Stock.
Mergers, Asset Sales and Self-Dealing Transactions. If after the Stock
Acquisition Date the Company is acquired in a merger or other business
combination, or 25% or more of its assets or earning power is sold, proper
provision is to be made so that each holder of a Right would have the right to
receive, upon exercise of the Right, that number of shares of common stock of
the acquiring company which at the time has a market value of two times the
exercise price of the Right.
In the event that:
(1) the Company is the surviving corporation in a merger with an
Acquiring Person and its Common Stock is not changed or exchanged; or
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(2) an Acquiring Person engages in one of a number of self-dealing
transactions specified in the Rights Agreement described below; or
(3) during such time as there is an Acquiring Person any
recapitalization, reorganization or other transaction involving the Company
occurs which results in such Acquiring Person's ownership interest being
increased by more than 1%;
then each holder of a Right would have the right to receive, upon exercise of
the Right, that number of shares of Common Stock (or, in certain circumstances,
cash, property or other securities of the Company) having a market value of two
times the exercise price of the Right.
Following the occurrence of any of the events described in this
section, any Rights beneficially owned by any Acquiring Person would immediately
become null and void.
Exchange Option. The Board may, at its option, at any time after any
person becomes an Acquiring Person, exchange all or part of the then outstanding
and exercisable Rights for shares of Common Stock at an exchange ratio of one
share of Common Stock per Right. The Board, however, may not effect an exchange
at any time after any person (other than (i) the Company, (ii) any subsidiary of
the Company, (iii) any employee benefit plan of the Company or any such
subsidiary or any entity holding Common Stock for or pursuant to the terms of
any such plan), together with all affiliates of such person, becomes the
beneficial owner of 50% or more of the Common Stock then outstanding.
Immediately upon the action of the Board ordering the exchange of any Rights and
without any further action and without any notice, the right to exercise such
Rights will terminate and the only right thereafter of a holder of such Rights
will be to receive that number of shares of Common Stock equal to the number of
such Rights held by the holder.
Transferability of Rights. Until the Distribution Date, the Common
Stock Certificates will evidence the Rights, and the transfer of the Common
Stock certificates will constitute a transfer of the Rights. After the
Distribution Date, separate certificates evidencing the Rights would be mailed
to holders of record of the Company's Common Stock as of the close of business
on the Distribution Date, and such separate Rights Certificates alone would
evidence the Rights.
Redemption. The Board of Directors, by a majority vote, may redeem the
Rights at any time at a redemption price of $.01 per Right at any time before
the earlier of the Distribution Date or the close of business on the Expiration
Date described below. Immediately upon such redemption, the right to exercise
the Rights will terminate, and the Rights Holders will become entitled only to
receive the Redemption Price.
Expiration of Rights. If not previously exercised or redeemed, the
Rights will expire on March 28, 2010.
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Anti-Dilution Adjustment. The exercise price, the redemption price, the
exchange ratio and the number of shares of the Preferred Stock or other
securities or property issuable upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution under the following
circumstances:
- in the event of a stock dividend on, or a subdivision, combination or
reclassification of the Preferred Stock, or
- upon the grant to holders of the Preferred Stock of certain rights or
warrants to subscribe for shares of the Preferred Stock or convertible
securities at less than the current market price, or
- upon the distribution to holders of the Preferred Stock of evidences
of indebtedness or assets (excluding regular quarterly cash dividends out of the
earnings or retained earnings of the Company and dividends payable in shares of
Preferred Stock) or of subscription rights or warrants (other than those
referred to above).
With certain exceptions, no adjustment in the exercise price will be
required until cumulative adjustments require an adjustment of at least 1% in
such price. At the Company's option, cash (based on the market price on the last
trading date prior to the date of the exercise) will be paid instead of issuing
fractional shares of any securities (other than fractional shares of Preferred
Stock in integral multiples of one-thousandth of a share).
No Shareholder Rights. A Right holder, as such, has no rights as a
shareholder of the Company, including, without limitation, the right to vote or
receive dividends.
Amendments. Any of the provisions of the Rights Agreement may be
amended by the Board of Directors prior to the Distribution Date without the
approval of any holders of the Rights. After the Distribution Date, the Board of
Directors may amend the Rights Agreement to cure any ambiguity, to make changes
which do not adversely affect the interests of holders of Rights (excluding the
interests of any Acquiring Person) or to shorten or lengthen any time period
under the Rights Agreement. A majority vote of the Board of Directors is
required.
Tax Consequences. Although the Company believes that neither the
distribution of the Rights nor the subsequent separation of the Rights on the
Distribution Date should be taxable to the stockholders or the Company,
stockholders may, depending upon the circumstances, realize taxable income upon
the occurrence of an event described under "Mergers, Asset Sales and
Self-Dealing Transactions."
Amendment No. 1 to Rights Agreement. Amendment No. 1 to the Rights
Agreement provides that Alcon Acquisition Corp., a Massachusetts corporation,
and its Affiliates (together, an "Exempt Person") will not be considered an
Acquiring Person under the Rights Agreement solely to the extent that they
become the beneficial owner of 15% or more of the shares of
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Common Stock by reason of the execution of, or the consummation of the
transactions contemplated by, the Agreement and Plan of Merger, dated as of May
26, 2000, by and among Alcon Holdings Inc., a Delaware corporation, Alcon
Acquisition Corp. and the Company. This provision will not survive if the merger
agreement is terminated in accordance with its terms.
In addition, Amendment No. 1 modifies the exercisability of the Rights
described above. Amendment No. 1 amends the Rights Agreement to provide that the
Rights may be exercised after the Distribution Date but before the earlier of
(a) the expiration of the Rights or (b) the effective time of the merger
contemplated in the merger agreement. The latter provision will not survive if
the merger agreement is terminated in accordance with its terms.
Amendment No. 1 also modifies the exchange option described above.
Amendment No. 1 amends the Rights Agreement to provide that the Board of
Directors may not effect an exchange at any time after any person (other than
(i) the Company, (ii) any subsidiary of the Company, (iii) any employee benefit
plan of the Company or any such subsidiary or any entity holding Common Stock
for or pursuant to the terms of any such plan, or (iv) an Exempt Person),
together with all affiliates of such person, becomes the beneficial owner of 50%
or more of the Common Stock then outstanding.
Rights Agreement. The terms of the Rights are set forth in a Rights
Agreement, as amended, between the Company and Fleet National Bank (f/k/a
BankBoston, N.A.), as Rights Agent. A copy of the Rights Agreement is an Exhibit
to the Form 8-A filed with the Securities and Exchange Commission on March 29,
2000. A copy of Amendment No. 1 to the Rights Agreement is an Exhibit to this
Form 8-A/A. A copy of the Rights Agreement and Amendment No. 1 are available
free of charge from the Rights Agent at the following address:
Fleet National Bank
c/o EquiServe Limited Partnership
150 Royall Street
Canton, MA 02021
Attn: Client Administration
(Summit Technology, Inc. Rights Agreement)
This summary does not purport to be complete and is qualified in its entirety by
reference to the Rights Agreement, as amended, which is incorporated in this
summary by reference.
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ITEM 2. EXHIBITS.
1. Rights Agreement dated as of March 28, 2000 ("Rights Agreement")
between the Company and Fleet National Bank, as Rights Agent.*
2. Form of Certificate of Designation with respect to the Series A
Preferred Stock, par value $.01 per share, of the Company (attached as
Exhibit A to the Rights Agreement).*
3. Form of Rights Certificate (attached as Exhibit B to the Rights
Agreement). Pursuant to the Rights Agreement, printed Rights
Certificates will not be mailed until the Distribution Date (as
defined in the Rights Agreement).*
4. Summary of Rights (attached as Exhibit C to the Rights Agreement).*
5. Amendment No. 1, dated as of May 26, 2000, to Rights Agreement between
the Company and Fleet National Bank, as Rights Agent.**
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* Filed with Form 8-A filed on March 29, 2000.
** Filed herewith.
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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, thereto duly authorized.
SUMMIT AUTONOMOUS INC.
Date: May 30, 2000 By: /s/ ROBERT J. KELLY
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Name: Robert J. Kelly
Title: Chief Financial Officer and Treasurer
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EXHIBIT INDEX
The following designated exhibits are filed herewith:
1. Rights Agreement dated as of March 28, 2000 ("Rights Agreement") between
the Company and Fleet National Bank, as Rights Agent.*
2. Form of Certificate of Designation with respect to the Series A Preferred
Stock, par value $.01 per share, of the Company (attached as Exhibit A to
the Rights Agreement).*
3. Form of Rights Certificate (attached as Exhibit B to the Rights Agreement).
Pursuant to the Rights Agreement, printed Rights Certificates will not be
mailed until the Distribution Date (as defined in the Rights Agreement).*
4. Summary of Rights (attached as Exhibit C to the Rights Agreement).*
5. Amendment No. 1, dated as of May 26, 2000, to Rights Agreement between the
Company and Fleet National Bank, as Rights Agent.**
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* Filed with Form 8-A filed on March 29, 2000.
** Filed herewith.
