================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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
BURNS INTERNATIONAL SERVICES CORPORATION
--------------------------------------------------------------------------------
(Exact name of Registrant as Specified in Charter)
Delaware 13-3408028
----------------------------------------------------- ---------------------
(State of Incorporation or Organization) (IRS Employer
Identification No.)
200 South Michigan Avenue
Chicago, IL 60604
----------------------------------------------------- ---------------------
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and is 12(g) of the Exchange Act and is
effective pursuant to General effective pursuant to General
Instruction A.(c), please check the Instruction A.(d), please check the
following box. |X| following box. |_|
Securities Act registration statement file number to which this
form relates:
-----------------------
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
------------------- ------------------------------
Series A Participating Cumulative New York Stock Exchange
------------------------------------ -----------------------------------
Preferred Stock Purchase Rights
------------------------------------ ------------------------------------
Securities to be registered pursuant to Section 12(g) of the Act:
None.
--------------------------------------------------------------------------------
(Title of Class)
--------------------------------------------------------------------------------
(Title of Class)
================================================================================
<PAGE>
This Form 8-A/A amends the Form 8-A filed by Burns International Services
Corporation (the "Company") on November 5, 1999, relating to the Company's
shareholder rights plan.
Item. 1. Description of Registrant's Securities to be Registered.
The Company and The Bank of New York, as rights agent (the "Rights Agent"),
entered into a Rights Agreement dated as of October 29, 1999 (the "Rights
Agreement"). Under the Rights Agreement, the Company declared a dividend of one
preferred stock purchase right (a "Right") for each outstanding share of common
stock, par value $0.01 per share, and Series I Non-Voting common stock, par
value $0.01 per share, of the Company (the "Common Stock"). Each Right issued
pursuant to the Rights Agreement entitles the registered holder thereof to
purchase one one-hundredth of a share of Series A Participating Cumulative
Preferred Stock, par value $0.01 per share, of the Company at a purchase price
of $55.00, subject to adjustment (the "Purchase Price"). On the earlier of (i)
the tenth day following a public announcement that a person or group of
affiliated or associated persons has acquired beneficial ownership of 15% or
more of the outstanding shares of Common Stock (an "Acquiring Person") or (ii)
the tenth day (or such later date as determined by the Board) following the
commencement of a tender or exchange offer by any person if the consummation of
such offer would result in that person becoming an Acquiring Person (the earlier
of such dates being the "Distribution Date"), the Rights become exercisable and
trade separately from the Common Stock. After any person has become an Acquiring
Person, each holder of a Right (other than the Acquiring Person) will thereafter
have the right to acquire shares of Common Stock having a market value of twice
the Purchase Price. The Rights may be redeemed by the Company at a price of
$0.01 per Right. The foregoing description of the Rights is qualified in its
entirety by reference to the Rights Agreement and such exhibits thereto filed as
Exhibit 1 to the Company's Form 8-A filed on November 5, 1999, which are
incorporated herein by reference.
On August 3, 2000, the Company and the Rights Agent entered into an
Amendment to the Rights Agreement (the "Amendment"). The Amendment provides that
(i) neither (x) the merger agreement dated as of August 3, 2000 among Securitas
AB, Securitas Acquisition Corporation and the Company (the "Merger Agreement"),
(y) the stock option agreement dated as of August 3, 2000 between Securitas AB
and the Company or (z) the stockholders' agreement dated as of August 3, 2000
among Securitas AB, Securitas Acquisition Corporation and certain stockholders
of the Company, nor any of the transactions contemplated thereby, will result in
the occurrence of a Distribution Date or otherwise cause the Rights to become
exercisable by the holders thereof and (ii) the Rights shall automatically
terminate on and as of the Effective Time (as defined in the Merger Agreement)
and be void and of no further force or effect.
The foregoing description of the Amendment is qualified in its entirety by
reference to the Amendment, a copy of which is filed as Exhibit 4.1 to the
Company's Form 8-K filed on August 3, 2000 and is incorporated herein by
reference.
<PAGE>
Item 2. Exhibits
Exhibit No. Description
----------- -----------
1 Amendment to Rights Agreement dated as of August 3, 2000 between
the Company and the Rights Agent (incorporated herein by reference
to Exhibit 4.1 to the Company's Form 8-K filed on August 3, 2000).
2 Rights Agreement dated as of October 29, 1999 between the Company
and the Rights Agent (incorporated herein by reference to Exhibit
1 to the Company's Form 8-A filed on November 5, 1999).
<PAGE>
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.
BURNS INTERNATIONAL SERVICES CORPORATION
By: /s/ Robert E.T. Lackey
----------------------------------------
Name: Robert E.T. Lackey
Title: Vice President and General Counsel
Dated: August 7, 2000
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
1 Amendment to Rights Agreement dated as of August 3, 2000 between
the Company and the Rights Agent (incorporated herein by reference
to Exhibit 4.1 to the Company's Form 8-K filed on August 3, 2000).
2 Rights Agreement dated as of October 29, 1999 between the Company
and the Rights Agent (incorporated herein by reference to Exhibit
1 to the Company's Form 8-A filed on November 5, 1999).
