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As filed with the Securities and Exchange Commission on October 6, 2000
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
INNERDYNE, INC.
(Exact name of registrant as specified in its charter)
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Delaware 87-0431168
(State of incorporation or organization (IRS Employer Identification No.)
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1244 Reamwood Avenue, Sunnyvale, California 94089
(Address of Principal Executive Offices, including Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
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Name of each exchange on which
Title of each class to be so registered each class is to be registered:
None None
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Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Share Purchase Rights
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(Title of Class)
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This Amendment No. 1 amends the Registrant's Registration Statement on Form
8-A as filed with the Securities and Exchange Commission on September 22, 1997
(the "REGISTRATION STATEMENT"), which was filed in connection with the
Registrant's adoption of a Preferred Shares Rights Agreement.
This Amendment No. 1 to the Registration Statement is being filed in order
to amend Item 1 of the Registration Statement and to include as an exhibit to
the Registration Statement the First Amendment to Rights Agreement dated as of
October 3, 2000, between the Registrant and American Stock Transfer and Trust
Company. Except as amended hereby, there are no other changes to the
Registration Statement.
Item 1. Description of Registrant's Securities to be Registered.
Item 1 of the Registration Statement is hereby amended by adding the
following paragraph at the end of Item 1 of the Registration Statement:
On October 3, 2000, InnerDyne, Inc. (the "Company") amended the Preferred
Shares Rights Agreement dated as of September 19, 1997 (the "Rights Agreement")
by executing a First Amendment to Rights Agreement (the "Amendment") between the
Company and American Stock Transfer and Trust Company. The Amendment provides
that none of Tyco International Ltd., a Bermuda company ("Guarantor"), Tyco
Acquisition Corp. X, a Delaware corporation and a direct, wholly-owned
subsidiary of Guarantor ("Parent"), VLMS, Inc., a Delaware corporation and a
direct, wholly-owned subsidiary of Parent ("Sub"), or any of their respective
subsidiaries, Affiliates or Associates is an Acquiring Person (as that term is
defined in the Rights Agreement) as a result of the execution of the Agreement
and Plan of Merger dated as of October 3, 2000 (the "Merger Agreement"), or
commencement or consummation of any of the transactions contemplated by the
Merger Agreement, including the Merger (as defined in the Merger Agreement). The
Amendment further provides that, despite the occurrence of any of the events
described above, neither a Distribution Date (as defined in the Rights
Agreement), a Section 13 Event (as defined in the Rights Agreement), a Shares
Acquisition Date (as defined in the Rights Agreement), nor a Triggering Event
(as defined in the Rights Agreement) will occur solely by virtue of the
approval, execution or delivery of the Merger Agreement, or consummation of the
transactions contemplated by the Merger Agreement, including the Merger (as
defined in the Merger Agreement) or any public announcement of the foregoing.
The foregoing description of the Amendment is qualified in its entirety by
reference to the full text of the Amendment, which is attached hereto as Exhibit
4.1 and is incorporated herein by reference, and to the Rights Agreement, which
was attached as Exhibit 1 to the Registration Statement and is incorporated
herein by reference.
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Item 2. Exhibits.
The following exhibits are filed as part of the Registration Statement:
1* Preferred Shares Rights Agreement dated as of September 19, 1997,
between InnerDyne, Inc. and American Stock Transfer and Trust
Company, including the Certificate of Determination of Rights,
Preferences and Privileges of Series A Participating Preferred
Stock, the form of Rights Certificate and the Summary of Rights
attached thereto as Exhibits A, B and C, respectively.
4.1 First Amendment to Rights Agreement dated as of October 3, 2000,
between InnerDyne, Inc. and American Stock Transfer and Trust
Company.
* Previously filed with the Securities and Exchange Commission on September
22, 1997.
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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 Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized.
Date: October 5, 2000 INNERDYNE, INC.
By: /s/ William G. Mavity
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Name: William G. Mavity
Title: Chief Executive Officer
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INDEX TO EXHIBITS
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Exhibit No. Description
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1* Preferred Shares Rights Agreement dated as of September 19, 1997,
between InnerDyne, Inc. and American Stock Transfer and Trust
Company, including the Certificate of Determination of Rights,
Preferences and Privileges of Series A Participating Preferred
Stock, the form of Rights Certificate and the Summary of Rights
attached thereto as Exhibits A, B and C, respectively.
4.1 First Amendment to Rights Agreement dated as of October 3, 2000,
between InnerDyne, Inc. and American Stock Transfer and Trust
Company.
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* Previously filed with the Securities and Exchange Commission on September 22,
1997.
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