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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
UTILX CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 91-1171716
(State of incorporation or organization) (I.R.S. Employer/Identification No.)
22820 Russell Road
P.O. Box 97009 98064-9709
Kent Washington (Zip Code)
(Address of principal executive officers)
Securities to be registered pursuant to Section 12(b) of the Act: None.
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
Instructions A.(c), 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
Instructions A.(d), check then the following box: [X]
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 Securities to be Registered.
In connection with the Merger Agreement (the "Merger Agreement") entered
into by and among UTILX CORPORATION (the "Company"), INFRASTRUX GROUP, INC.
("Parent") and INFRASTRUX ACQUISITION, INC. ("Purchaser"), dated June 28, 2000,
described in the Company's Current Report on Form 8-K filed with the Securities
and Exchange Commission on June 29, 2000, the Board of Directors of the Company
and American Stock Transfer & Trust Company (the "Rights Agent") have amended
the Rights Agreement dated as of November 6, 1998 (the "Rights Agreement")
between the Company and the Rights Agent. The purpose of the Amendment to Rights
Agreement is to render the Rights Agreement inapplicable with respect to the
Offer (as defined in the Merger Agreement), the Merger Agreement and the
transactions contemplated thereby and to ensure that (i) neither Parent nor
Purchaser nor any of their Affiliates (as defined in the Rights Agreement) or
Associates (as defined in the Rights Agreement) is considered to be an Acquiring
Person (as defined in the Rights Agreement) and (ii) the provisions of the
Rights Agreement, including the occurrence of a Distribution Date (as defined in
the Rights Agreement), are not and shall not be triggered by reason of the
announcement or consummation of any of the other transactions contemplated by
the Merger Agreement. The Amendment to the Rights Agreement is attached as
Exhibit 1 and incorporated herein by reference.
Item 2. Exhibits.
Exhibit 2.1 Amendment to Rights Agreement between the Company and American
Stock Transfer & Trust Company, dated June 28, 2000.
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.
UTILX CORPORATION
By /s/ William S. Weisfield
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William M. Weisfield, President and
Chief Executive Officer
Dated: June 29, 2000
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