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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT*
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JULY 13, 1998
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SYBRON INTERNATIONAL CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
WISCONSIN 1-11091 22-2849508
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(STATE OR OTHER JURISDICTION (COMMISSION FILE (I.R.S. EMPLOYER
OF INCORPORATION) NUMBER) IDENTIFICATION NO.)
411 EAST WISCONSIN AVENUE
MILWAUKEE, WISCONSIN 53202
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(414) 274-6600
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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*This report updates and supersedes the description of the Registrant's Common
Stock, par value $0.01 per share, contained in the Registrant's Registration
Statement on Form 8-B dated January 13, 1994.
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ITEM 5. OTHER EVENTS.
Updated Description of Capital Stock:
The following "Description of Capital Stock" is filed for the purpose
of updating and superseding the description of the Common Stock of Sybron
International Corporation ("Sybron" or the "Company") contained in the Company's
Registration Statement on Form 8-B dated January 13, 1994, filed to register the
Common Stock under Section 12 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"):
DESCRIPTION OF CAPITAL STOCK
At July 8, 1998 , the authorized capital stock of Sybron consisted of
250,000,000 shares of Common Stock, $0.01 par value per share ("Sybron Common
Stock"), of which 100,829,368 shares were outstanding, and 20,000,000 shares of
Preferred Stock, $0.01 par value per share ("Sybron Preferred Stock"), of which
none were outstanding. The following summary does not purport to be a complete
description of the applicable provisions of Sybron's Restated Articles of
Incorporation (the "Sybron Articles") and Bylaws (the "Sybron Bylaws") or of
applicable statutory or other law, and is qualified in its entirety by reference
thereto.
PREFERRED STOCK
Under the Sybron Articles, the Sybron Preferred Stock may be issued
from time to time in one or more series with distinctive serial designations and
may have such voting powers, redemption rights, dividend rights, rights upon
dissolution or distribution of assets, conversion or exchange rights,
designations, preferences and relative participating, optional or other special
rights, if any, and such qualifications, limitations and restrictions thereof as
shall be provided by resolution of the Board of Directors.
COMMON STOCK
Subject to the prior rights and preferences of any issued and
outstanding shares of Sybron Preferred Stock, holders of Sybron Common Stock (i)
have equal and ratable rights to dividends from funds legally available therefor
when, as and if declared by the Board of Directors and (ii) are entitled to
share ratably in any distributions to holders of Common Stock upon liquidation
of the Company. When the Company has received the consideration for which the
Board of Directors authorized the issuance of shares, the shares issued for that
consideration are fully paid and nonassessable. Shareholders are subject to
personal liability under Section 180.0622(2)(b) of the Wisconsin Business
Corporation Law ("WBCL"), as judicially interpreted, for debts owing to
employees of the Company for services performed, but not exceeding six months'
service in any one case. Shareholders of the Company do not have preemptive
rights. The Common Stock is not redeemable or convertible, there is no provision
for a sinking fund with respect to the Common Stock, and each holder is entitled
to one vote per share on all matters presented to shareholders, except to the
extent that the voting power of shares held by any person in excess of 20% of
the voting power in the election of directors may be limited under Section
180.1150 of the WBCL as described below. The affirmative vote of the holders of
at least two-thirds (2/3) of the votes entitled to be cast thereon is required
to amend, alter or repeal certain provisions of Sybron's Articles and to adopt,
alter, amend or repeal Sybron's Bylaws. Except as may otherwise be provided by
law, the required vote for shareholder approval of other actions is a majority
of the votes cast on the matter.
Sybron's Articles and Bylaws provide that the directors of the Company
shall be divided into three classes. Each class is elected for a three-year
term, with the term of one class expiring each year. Pursuant to Section
180.0728 of the WBCL, directors are elected by a plurality of the votes cast by
the holders of shares entitled to vote in the election at a meeting at which a
quorum is present. The Sybron Articles do not provide for cumulative voting.
Sybron's Articles and Bylaws provide that directors may be removed by the
shareholders only for cause and that any vacancy on the Board shall be filled
only by the directors then in office (unless no director remains in office).
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Covenants contained in the Company's debt agreements from time to time
may restrict the Company's ability to pay dividends.
The Sybron Common Stock is listed on the New York Stock Exchange (the
"NYSE"). The transfer agent and registrar for the Sybron Common Stock is
BankBoston, N.A.
CERTAIN STATUTORY PROVISIONS
Under Section 180.1150 of the WBCL, unless otherwise provided in the
articles of incorporation, the voting power of shares of a "resident domestic
corporation" which are held by any person in excess of 20% of the voting power
in the election of directors shall be limited (in voting on any matter) to 10%
of the full voting power of such excess shares, unless full voting rights have
been restored at a special meeting of the shareholders called for that purpose.
Shares held or acquired under certain circumstances are excluded from the
application of Section 180.1150, including (among others) shares acquired
directly from the resident domestic corporation and shares acquired in a merger
or share exchange to which the resident domestic corporation is a party.
Sections 180.1130 to 180.1133 of the WBCL provide generally that, in
addition to the vote otherwise required by law or the articles of incorporation
of a resident domestic corporation, certain business combinations not meeting
certain fair price standards specified in the statute must be approved by the
affirmative vote of at least (a) 80% of the votes entitled to be cast by the
outstanding voting shares of the corporation and (b) two-thirds (2/3) of the
votes entitled to be cast by the holders of voting shares other than voting
shares beneficially owned by a "significant shareholder" or an affiliate or
associate thereof who is a party to the transaction. The term "business
combination" is defined to include, subject to certain exceptions, a merger or
share exchange of the resident domestic corporation (or any subsidiary thereof)
with, or the sale or other disposition of substantially all of the property and
assets of the resident domestic corporation to, any significant shareholder or
affiliate thereof. "Significant shareholder" is defined generally to mean a
person that is the beneficial owner of 10% or more of the voting power of the
outstanding voting shares of the resident domestic corporation.
Sections 180.1140 to 180.1144 of the WBCL prohibit certain "business
combinations" between a "resident domestic corporation" and a person
beneficially owning 10% or more of the voting power of the outstanding voting
stock of such corporation (an "interested stockholder") within three years after
the date such person became a 10% beneficial owner, unless the business
combination or the acquisition of such stock was approved before the stock
acquisition date by the corporation's board of directors. After such three-year
period, a business combination with the interested stockholder may be
consummated only with the approval of the holders of a majority of the voting
stock not beneficially owned by the interested stockholder at a meeting called
for that purpose, unless the business combination satisfies certain
adequacy-of-price standards intended to provide a fair price for shares held by
disinterested shareholders.
Section 180.1134 of the WBCL provides that, in addition to the vote
otherwise required by law or the articles of incorporation of a resident
domestic corporation, the approval of the holders of a majority of the shares
entitled to vote is required before such corporation can take certain action
while a takeover offer is being made or after a takeover offer has been publicly
announced and before it is concluded. Under this statute, shareholder approval
is required for the corporation to (i) acquire more than 5% of the outstanding
voting shares at a price above the market price from any individual or
organization that owns more than 3% of the outstanding voting shares and has
held such shares for less than two years, unless a similar offer is made to
acquire all voting shares, or (ii) sell or option assets of the corporation
which amount to at least 10% of the market value of the corporation, unless the
corporation has at least three independent directors (directors who are not
officers or employees) and a majority of the independent directors vote not to
have this provision apply to the corporation.
Under the WBCL, as amended in 1997, a "resident domestic corporation"
is defined to mean a Wisconsin corporation that has a class of voting stock that
is registered or traded on a national securities exchange or that is registered
under Section 12(g) of the Exchange Act and that, as of the relevant date,
satisfies any of the following: (i) its principal offices are located in
Wisconsin; (ii) it has significant business operations located in Wisconsin;
(iii) more than 10% of the holders of record of its shares are residents of
Wisconsin; or (iv) more than 10% of its shares are held of record by residents
of Wisconsin. The Company is a "resident domestic corporation" for purposes of
the above
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described provisions. A Wisconsin corporation that is otherwise subject to
certain of such statutes may preclude their applicability by an election to that
effect in its articles of incorporation. The Sybron Articles do not contain any
such election.
These provisions of the WBCL, along with the ability to issue Preferred
Stock in series with such preferences, limitations and relative rights as are
determined by the Board of Directors and the ability to issue additional shares
of Common Stock without further shareholder approval (except as required under
NYSE corporate responsibility standards), and certain provisions of the Sybron
Articles and Bylaws could have the effect, among others, of discouraging
take-over proposals for the Company, delaying or preventing a change in control
of the Company, impeding a business combination between the Company and a major
shareholder of the Company, or entrenching current management.
The foregoing summary does not purport to be a complete description of
the applicable provisions of the Articles or Bylaws, or of applicable statutory
or other law, and is qualified in its entirety by reference thereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
See Exhibit Index following the Signature page of this report,
which is incorporated herein by reference.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SYBRON INTERNATIONAL CORPORATION
Date: July 13, 1998 By: /s/Dennis Brown
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Dennis Brown
Vice President - Finance, Chief
Financial Officer & Treasurer
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SYBRON INTERNATIONAL CORPORATION
(THE "REGISTRANT")
(COMMISSION FILE NO. 1-11091)
EXHIBIT INDEX
TO
FORM 8-K CURRENT REPORT
DATED JULY 13, 1998
<TABLE>
<CAPTION>
INCORPORATED
EXHIBIT HEREIN BY FILED
NUMBER DESCRIPTION REFERENCE TO HEREWITH
<S> <C> <C> <C>
3.1 Restated Articles of Incorporation of Exhibit 4.1 to the Registrant's
the Registrant Registration Statement on Form
S-8 (File No. 333-47015)
3.2 Bylaws of the Registrant Exhibit C to the 1994 Annual
Meeting Proxy Statement of
Sybron Corporation dated
December 17, 1993
</TABLE>
EI-1
