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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
AMENDMENT NO. 1
RAYCHEM CORPORATION
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(Exact name of Registrant as specified in its charter)
Delaware 94-1369731
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(Jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
300 Constitution Drive
Menlo Park, California 94025
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(Address of principal executive offices) (Zip Code)
If this Form relates to the If this Form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective pursuant Exchange Act and is effective pursuant
to General Instruction A.(c), check to General Instruction A.(d), check
the following box. / / the following box. / /
Securities to be registered pursuant to Section 12(b) of the Act:
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<CAPTION>
Name of each exchange on
Title of each class to be so registered which each class is to be registered
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<S> <C>
Preferred Share Purchase Rights pursuant to Rights New York Stock Exchange
Agreement.
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Securities Act registration statement file number to which this
form relates:_________________
(If Applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
Not Applicable
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(Title of class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
The undersigned Registrant hereby amends the following items,
exhibits or other portions of its Application for Registration on Form 8-A
dated December 14, 1998 for its Preferred Share Purchase Rights pursuant to
Rights Agreement, as set forth in the pages attached hereto.
Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Item 1 of the Form 8-A dated December 14, 1998 (as so amended, the
"Form 8-A/A") filed by Raychem Corporation, a Delaware corporation (the
"Company"), is hereby amended to include the following:
On May 19, 1999, the Company entered into an Agreement and Plan of
Merger and Reorganization with Tyco International Ltd., a Bermuda company
("Tyco"), and Tyco International (PA) Inc., a Nevada corporation and a
wholly-owned subsidiary of Tyco, pursuant to which the Company will merge
with and into Tyco International (PA) Inc. (the "Merger").
In the Merger, the Company's stockholders will receive aggregate
consideration consisting of (i) cash equal to $18.50 multiplied by the number
of shares of Company common stock outstanding at the effective time of the
Merger and (ii) Tyco common shares equal to 0.2070 multiplied by the number
of shares of Company common stock outstanding at such time. This cash and
Tyco shares will be apportioned such that stockholders will receive for each
of their shares of Company common stock merger consideration having a value
of $18.50 plus the value of 0.2070 of a Tyco share. Stockholders may elect
to receive this consideration in cash, Tyco shares or a combination of cash
and Tyco shares. If more cash is elected than the aggregate available cash,
there will be proration. Under the proration formula, stockholders will
receive for Company shares as to which they have made a cash election cash
and Tyco shares having the combined value per share of Company common stock
stated above. Similarly, if more Tyco shares are elected than the aggregate
available Tyco shares, stockholders will receive for shares of Company
common stock as to which they have made a stock election a combination of
Tyco shares and cash. Any stockholders who exercise rights of appraisal
will not receive the merger consideration described above, and the aggregate
amount of cash payable to all other stockholders will be reduced by an amount
equal to the number of shares as to which appraisal rights have been
exercised multiplied by the value per share of Company common stock of the
merger consideration. The value of a Tyco common share for all these
purposes will be the weighted average sale prices per Tyco common share on
the New York Stock Exchange on the three consecutive trading days beginning
on the date of the Merger.
Based upon the May 18, 1999 closing price of a Tyco share on the New
York Stock Exchange of $89.375, $18.50 plus the value of .2070 of a Tyco
share is equal to $37.00. Based upon the number of shares of the Company
common stock outstanding as of May 18, 1999,
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approximately $1.4 billion in cash and 16.1 million Tyco shares will be paid
to Raychem's stockholders in the aggregate.
Consummation of the Merger is subject to certain conditions, including
receipt of the approval of the Merger by the stockholders of the Company and
receipt of required regulatory approvals.
In connection with the Merger Agreement, the Company executed the
Amendment to Rights Agreement, dated as of May 19, 1999 (the "Rights
Amendment"), between the Company and the Rights Agent. The Rights Amendment
provides that Tyco, Tyco International (PA) Inc. and their affiliates will
not become an "Acquiring Person" and that no "Distribution Date"; "Section
11.1.2 Event", "Section 13 Event", "Shares Acquisition Event", or "Triggering
Event" (as such terms are defined in the Rights Agreement) will occur as a
result of the approval, execution or delivery of the Merger Agreement or the
consummation of the Merger.
Item 2. EXHIBITS.
The following exhibits are filed herewith (or incorporated herein
by reference):
1. Rights Agreement, dated as of December 11, 1998, between
Raychem Corporation and Harris Trust and Savings Bank as
Rights Agent, which includes: as Exhibit A thereto, the Form
of Certificate of Designation, Preferences and Rights of
Series RP Preferred Stock of Raychem Corporation; Exhibit B
thereto, the Form of Right Certificate; and, as Exhibit C
thereto, the Summary of Rights to Purchase Series RP
Preferred Stock.*
2. Amendment to Rights Agreement, dated as of May 19, 1999,
between Raychem Corporation and Harris Trust and Savings
Bank as Rights Agent.
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*Previously filed.
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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, thereunto duly
authorized.
RAYCHEM CORPORATION
By: /s/ Karen O. Cottle
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Name: Karen O. Cottle
Title: Vice President, General Counsel and
Secretary
Date: May 27, 1999
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EXHIBIT INDEX
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<CAPTION>
Sequentially
Exhibit No. Numbered Page
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<C> <S> <C>
1. Rights Agreement, dated as of December 11, 1998,
between Raychem Corporation and Harris Trust and
Savings Bank as Rights Agent, which includes: as
Exhibit A thereto, the Form of Certificate of
Designation, Preferences and Rights of Series RP
Preferred Stock of Raychem Corporation; Exhibit B
thereto, the Form of Right Certificate; and, as
Exhibit C thereto, the Summary of Rights to
Purchase Series RP Preferred Stock.*
2. Amendment to Rights Agreement, dated as of May 19,
1999, between Raychem Corporation and Harris Trust
and Savings Bank as Rights Agent.
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* Previously filed.
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AMENDMENT TO RIGHTS AGREEMENT
THIS AMENDMENT TO THE RIGHTS AGREEMENT, effective as of May 19,
1999 (this "AMENDMENT"), by and between Raychem Corporation, a Delaware
corporation (the "COMPANY"), and Harris Trust and Savings Bank (the "RIGHTS
AGENT"), at the Company's direction. Capitalized terms used herein and not
otherwise defined are used as defined in Rights Agreement (as defined below).
WHEREAS, the Company and the Rights Agent entered into a Rights
Agreement, dated as of December 11, 1998 (the "RIGHTS AGREEMENT"), setting
forth the terms of the Rights;
WHEREAS, the Company and the Rights Agent may, from time to time,
supplement or amend the Rights Agreement pursuant to the provisions of
Section 25.2 of the Rights Agreement;
WHEREAS, the Board of Directors of the Company (the "BOARD OF
DIRECTORS"), on May 18, 1999, resolved that it is advisable and in the best
interests of its stockholders for Tyco International Ltd. ("PARENT") to
acquire all of the outstanding capital stock of the Company;
WHEREAS, the Board of Directors further resolved to approve this
Amendment which provides, among other things, that Parent, Tyco International
(PA) Inc. and their Affiliates are exempt from the definition of Acquiring
Person, that the Merger Agreement (as defined below) and the transaction
contemplated thereby shall not constitute a Distribution Date, Section 11.1.2
Event, Section 13 Event, Shares Acquisition Date or Triggering Event and that
no Rights shall be exercisable pursuant to the Rights Agreement;
WHEREAS, all acts and things necessary to make this Amendment to
the Rights Agreement a valid, legal and binding instrument of the Company and
the Rights Agent have been duly done, performed and fulfilled and the
execution and delivery hereof by each of the Company and the Rights Agent
have been in all respects duly authorized by the Company and the Rights
Agent, respectively;
NOW THEREFORE, in consideration of the premises and mutual
agreement contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and the
Rights Agent hereby agree as follows:
1. AMENDMENTS TO RIGHTS AGREEMENT. The Rights Agreement is
hereby amended as follows:
(a) Section 1.1 is amended by inserting the following sentence at the
end of such section:
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"Notwithstanding anything in this Agreement to the contrary, none of
Parent, Tyco International (PA) Inc., a Nevada corporation and a
wholly owned subsidiary of Parent ("MERGER SUB"), and their
Affiliates, either individually or as a group, shall become an
Acquiring Person by reason of the approval, execution or delivery of
the Agreement and Plan of Merger and Reorganization, dated as of
May 19, 1999, by and among Parent, Merger Sub and the Company (the
"MERGER AGREEMENT"), the consummation of the transactions contemplated
thereby or any announcement of the same."
(b) A new Section 27 is added to read in its entirety as follows:
"Section 27. Merger with Merger Sub.
27.1. Notwithstanding any provision herein to the contrary, none
of Parent, Merger Sub and their Affiliates, either individually or as
a group, shall be considered an Acquiring Person, and no Distribution
Date, Section 11.1.2 Event, Section 13 Event, Shares Acquisition Date
or Triggering Event shall occur and no Rights shall be exercisable
pursuant to Section 7 or any other provision hereof, by reason of the
approval, execution or delivery of the Merger Agreement, the
consummation of the transactions contemplated thereby or any
announcement of the same."
2. This Amendment to the Rights Agreement may be executed in two
or more counterparts and each of such counterparts shall for all purposes be
deemed to be an original and all such counterparts shall together constitute
but one and the same instrument.
3. In all respects not inconsistent with the terms and provisions
of this Amendment to the Rights Agreement, the Rights Agreement is hereby
ratified and confirmed. In executing and delivering this Amendment to the
Rights Agreement, the Rights Agent shall be entitled to all of the privileges
and immunities afforded to the Rights Agent under the terms and conditions of
the Rights Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
the Rights Agreement to be duly executed and attested, as of the date first
written above.
ATTEST: RAYCHEM CORPORATION
/s/ Stephen Creager By: /s/ Karen O. Cottle
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Name: Stephen Creager Name: Karen O. Cottle
Title: Corporate Counsel Title: Vice President, General
Counsel and Secretary
ATTEST: HARRIS TRUST AND SAVINGS BANK, as Rights
Agent
/s/ Tod Shafer By: /s/ Susan A. Knaack
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Name: Tod Shafer Name: Susan A. Knaack
Title: Vice President Title: Officer
