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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SYBRON INTERNATIONAL CORPORATION
(Doing business as "Apogent Technologies" and proposed
to be renamed Apogent Technologies Inc.)
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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 (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
411 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (414) 274-6600
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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
Instruction A.(c), please check the following box. [ X ]
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
Instruction A.(d), please check the following box. [ ]
Securities Act registration statement file number to which
this form relates: N/A
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(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Preferred Stock Purchase Rights New York Stock Exchange
(associated with the Common Stock)
Securities to be registered pursuant to Section 12(g) of the Act: None.
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ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
As of December 11, 2000, the Board of Directors of Sybron International
Corporation (proposed to be renamed Apogent Technologies Inc.) (the "Company")
declared a dividend distribution of one Right for each outstanding share of
Company Common Stock to stockholders of record at the close of business on
December 12, 2000 (the "Record Date"). Each Right entitles the registered holder
to purchase from the Company a unit consisting of one one-hundredth of a share
(a "Unit") of Series A Preferred Stock, par value $0.01 per share (the "Series A
Preferred Stock") at a Purchase Price of $140 per Unit, subject to adjustment.
The description and terms of the Rights are set forth in a Rights Agreement (the
"Rights Agreement") between the Company and Fleet National Bank, as Rights
Agent.
Initially, the Rights will be attached to all Common Stock certificates
representing shares then outstanding, and no separate Rights Certificates will
be distributed. Subject to certain exceptions specified in the Rights Agreement,
the Rights will separate from the Common Stock and a Distribution Date will
occur upon the earlier of (i) ten business days following a public announcement
that a person or group of affiliated or associated persons (an "Acquiring
Person") has acquired beneficial ownership of 15% or more of the outstanding
shares of Common Stock (the "Stock Acquisition Date"), other than as a result of
repurchases of stock by the Company or certain inadvertent actions by
institutional or certain other stockholders or (ii) 10 business days (or such
later date as the Board shall determine) following the commencement of a tender
offer or exchange offer that would result in a person or group becoming an
Acquiring Person. Until the Distribution Date, (i) the Rights will be evidenced
by the Common Stock certificates and will be transferred with and only with such
Common Stock certificates, (ii) new Common Stock certificates issued after the
Record Date will contain a notation incorporating the Rights Agreement by
reference and (iii) the surrender for transfer of any certificates for Common
Stock outstanding will also constitute the transfer of the Rights associated
with the Common Stock represented by such certificate. Pursuant to the Rights
Agreement, the Company reserves the right to require prior to the occurrence of
a Triggering Event (as defined below) that, upon any exercise of Rights, a
number of Rights be exercised so that only whole shares of Series A Preferred
Stock will be issued.
The Rights are not exercisable until the Distribution Date and will expire
at 5:00 P.M. (New York City time) on December 12, 2010, unless such date is
extended or the Rights are earlier redeemed or exchanged by the Company as
described below.
As soon as practicable after the Distribution Date, Rights Certificates
will be mailed to holders of record of the Common Stock as of the close of
business on the Distribution Date and, thereafter, the separate Rights
Certificates alone will represent the Rights. Except as otherwise determined by
the Board of Directors, only shares of Common Stock issued prior to the
Distribution Date will be issued with Rights.
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In the event that a Person becomes an Acquiring Person, except pursuant to
an offer for all outstanding shares of Common Stock which the independent
directors determine to be fair and not inadequate to and to otherwise be in the
best interests of the Company and its stockholders, after receiving advice from
one or more investment banking firms (a "Qualified Offer"), each holder of a
Right will thereafter have the right to receive, upon exercise, Common Stock
(or, in certain circumstances, cash, property or other securities of the
Company) having a value equal to two times the exercise price of the Right.
Notwithstanding any of the foregoing, following the occurrence of the event set
forth in this paragraph, all Rights that are, or (under certain circumstances
specified in the Rights Agreement) were, beneficially owned by any Acquiring
Person will be null and void. However, Rights are not exercisable following the
occurrence of the event set forth above until such time as the Rights are no
longer redeemable by the Company as set forth below.
For example, at an exercise price of $140 per Right, each Right not owned
by an Acquiring Person (or by certain related parties) following an event set
forth in the preceding paragraph would entitle its holder to purchase $280 worth
of Common Stock (or other consideration, as noted above) for $140. Assuming that
the Common Stock had a per share value of $35 at such time, the holder of each
valid Right would be entitled to purchase 8 shares of Common Stock for $140.
In the event that, at any time following the Stock Acquisition Date, (i)
the Company engages in a merger or other business combination transaction in
which the Company is not the surviving corporation (other than with an entity
which acquired the shares pursuant to a Qualified Offer), (ii) the Company
engages in a merger or other business combination transaction in which the
Company is the surviving corporation and the Common Stock of the Company is
changed or exchanged, or (iii) 50% or more of the Company's assets, cash flow or
earning power is sold or transferred, each holder of a Right (except Rights
which have previously been voided as set forth above) shall thereafter have the
right to receive, upon exercise, common stock of the acquiring company having a
value equal to two times the exercise price of the Right. The events set forth
in this paragraph and in the second preceding paragraph are referred to as the
"Triggering Events."
At any time after a person becomes an Acquiring Person and prior to the
acquisition by such person or group of fifty percent (50%) or more of the
outstanding Common Stock, the Board may exchange the Rights (other than Rights
owned by such person or group which have become void), in whole or in part, at
an exchange ratio of one share of Common Stock, or one one-hundredth of a share
of Series A Preferred Stock (or of a share of a class or series of the Company's
preferred stock having equivalent rights, preferences and privileges), per Right
(subject to adjustment).
At any time until ten business days following the Stock Acquisition Date,
the Company may redeem the Rights in whole, but not in part, at a price of $.01
per Right (payable in cash, Common Stock or other consideration deemed
appropriate by the Board of Directors). Immediately upon the action of the Board
of Directors ordering redemption
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of the Rights, the Rights will terminate and the only right of the holders of
Rights will be to receive the $.01 redemption price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be taxable to stockholders or to the Company, stockholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable for Common Stock (or other consideration) of the Company or for
common stock of the acquiring company or in the event of the redemption of the
Rights as set forth above.
Any of the provisions of the Rights Agreement may be amended by the Board
of Directors of the Company prior to the Distribution Date. After the
Distribution Date, the provisions of the Rights Agreement may be amended by the
Board in order to cure any ambiguity, to make changes which do not adversely
affect the interests of holders of Rights, or to shorten or lengthen any time
period under the Rights Agreement. The foregoing notwithstanding, no amendment
may be made at such time as the Rights are not redeemable.
Each share of Common Stock of the Company outstanding at the close of
business on the Record Date, will receive one Right. So long as the Rights are
attached to the Common Stock, one additional Right (as such number may be
adjusted pursuant to the provisions of the Rights Agreement) shall be deemed to
be delivered for each share of Common Stock issued or transferred by the Company
in the future. In addition, following the Distribution Date and prior to the
expiration or redemption of the Rights, the Company may issue Rights when it
issues Common Stock only if the Board deems it to be necessary or appropriate,
or in connection with the issuance of shares of Common Stock pursuant to the
exercise of stock options or under employee plans or upon the exercise,
conversion or exchange of certain securities of the Company. Two million five
hundred thousand (2,500,000) shares of Series A Preferred Stock are initially
reserved for issuance upon exercise of the Rights.
The Rights may have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
in a manner which causes the Rights to become discount Rights unless the offer
is conditional on a substantial number of Rights being acquired. The Rights,
however, should not affect any prospective offeror willing to make an offer at a
price that is fair and not inadequate and otherwise in the best interest of the
Company and its stockholders. The Rights should not interfere with any merger or
other business combination approved by the Board since the Board may, at its
option, at any time until ten business days following the Stock Acquisition Date
redeem all but not less than all the then outstanding Rights at the Redemption
Price.
The Rights Agreement, dated as of December 11, 2000, between the Company
and Fleet National Bank, as Rights Agent, specifying the terms of the Rights is
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attached hereto as an exhibit and is incorporated herein by reference. The
foregoing description of the Rights is qualified in its entirety by reference to
such exhibit.
ITEM 2. EXHIBITS.
1 Rights Agreement, dated as of December 11, 2000, between Sybron
International Corporation (proposed to be renamed Apogent Technologies
Inc.) and Fleet National Bank, as Rights Agent, including the form of
Certificate of Designation, Preferences and Rights as Exhibit A, the
form of Rights Certificate as Exhibit B and the Summary of Rights as
Exhibit C. Pursuant to the Rights Agreement, printed Rights
Certificates will not be mailed until after the Distribution Date (as
such term is defined in the Rights Agreement).
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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 registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
Dated: December 11, 2000 SYBRON INTERNATIONAL CORPORATION
By: /s/ Kenneth F. Yontz
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Name: Kenneth F. Yontz
Title: Chairman of the Board, President
and Chief Executive Officer
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EXHIBIT INDEX
Exhibit Description
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1 Rights Agreement, dated as of December 11, 2000 between Sybron
International Corporation (proposed to be renamed Apogent Technologies
Inc.) and Fleet National Bank, as Rights Agent, including the form of
Certificate of Designation, Preferences and Rights as Exhibit A, the
form of Rights Certificate as Exhibit B and the Summary of Rights as
Exhibit C. Pursuant to the Rights Agreement, printed Rights
Certificates will not be mailed until after the Distribution Date (as
such term is defined in the Rights Agreement).
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