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
SYBRON CHEMICALS INC.
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(Exact name of registrant as specified in its charter)
Delaware 51-0301280
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(State of incorporation or organization) (IRS Employer
Identification No.)
Birmingham Rd., P.O. Box 66, Birmingham, N.J. 08011
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(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and 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:
_____________
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of Each Class Which Each Class is to be
to be so Registered Registered
Preferred Stock Purchase Rights The American Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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Item 1. Description of Securities to be Registered.
On April 20, 1999, by action by unanimous consent in writing, the Board of
Directors of Sybron Chemicals Inc., a Delaware corporation (the "Company"),
approved and adopted Amendment No. 1 to the Rights Agreement, dated as of April
20, 1999, by and between the Company and the Rights Agent (the "Amendment"). The
Rights previously were registered on August 14, 1998 by the filing of the
Company's Registration Statement on Form 8-A (the "Registration Statement") with
the Securities and Exchange Commission.
A complete copy of the Amendment is attached hereto as Exhibit 1 and is
incorporated herein by reference. A copy of the Rights Agreement, dated as of
August 7, 1998, by and between the Company and BankBoston, N.A. as Rights Agent
is incorporated herein by reference to Exhibit 1to the Registration Statement.
Item 2. Exhibits.
Number Exhibit
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1 Amendment No. 1 to the Rights Agreement, dated as of April
20, 1999, by and between the Company and the Rights Agent.
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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.
SYBRON CHEMICALS INC.
(Registrant)
Date: May 12, 1999 By: /s/ Steven F. Ladin
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Name: Steven F. Ladin
Title: Vice President, Finance and
Chief Financial Officer
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INDEX OF EXHIBITS
Number Exhibit Method of Filing
1 Amendment No. 1 to the Rights Filed herewith electronically.
Agreement, dated as of
April 20, 1999, by and between
the Company and the Rights Agent.
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Exhibit 1
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AMENDMENT No. 1 TO THE RIGHTS AGREEMENT
Amendment No. 1 to the Rights Agreement, dated as of April 20, 1999
("Amendment No. 1"), by and between Sybron Chemicals Inc., a Delaware
corporation (the "Company"), and BankBoston, N.A. (the "Rights Agent").
W I T N E S S E T H :
WHEREAS, on August 7, 1998 the Company and the rights Agent entered into a
Rights Agreement (the "Agreement"), the terms of which are incorporated herein
by reference and made a part hereof;
WHEREAS, the Company, with the unanimous approval of the Board of Directors
of the Company, and the Rights Agent have mutually agreed to modify the terms of
the Agreement in certain respects.
NOW, THEREFORE, in consideration of the premises and mutual agreements
herein set forth, and intending to be legally bound hereby, the parties hereto
agree that the Agreement shall be and hereby is amended in the following manner:
Section 1. Amendment of "Certain Definitions" Section.
(a) The definition of "Exempted Person" contained in
Section 1(g) of the Agreement is hereby amended, in its entirety, to read as
follows:
"Exempted Person" shall mean any Person who, together
with all Affiliates and Associates of such Person, (i) on the
Rights Dividend Declaration Date is the Beneficial Owner of
securities (as disclosed in public filings with the Securities
and Exchange Commission on the Rights Dividend Declaration
Date), representing 20% or more of the shares of Common Stock
outstanding on such date; or (ii) becomes the Beneficial Owner
of securities representing 20% or more of the shares of Common
Stock then outstanding because of a reduction in the number of
outstanding shares of Common Stock then outstanding as a
result of the purchase by the Company or a Subsidiary of the
Company of shares of Common Stock; provided, however, that any
such Person described in clause (ii) shall no longer be deemed
to be an Exempted Person and shall be deemed an Acquiring
Person if such Person, together with all Affiliates and
Associates of such Person, becomes the Beneficial Owner, at
any time after the date such Person became the Beneficial
Owner of (and so long as such Person continues to be the
Beneficial Owner of) 20% or more of the then outstanding
shares of Common Stock of
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additional securities representing 1,000 or more shares of
Common Stock, except (x) pursuant to the exercise of options
or warrants to purchase Common Stock outstanding and
beneficially owned by such Person as of the date such Person
became the Beneficial Owner of 20% or more of the then
outstanding shares of Common Stock or as a result of an
adjustment to the number of shares of Common Stock for which
such options or warrants are exercisable pursuant to the terms
thereof, or (y) as a result of a stock split, stock dividend
or the like; or (iii) has reported or is required to report
Beneficial Ownership of 20% or more of the shares of Common
Stock then outstanding on Schedule 13G under the Exchange Act
(or any comparable or successor report) or on Schedule 13D
under the Exchange Act (or any comparable or successor report)
which Schedule 13D does not state any intention to or reserve
the right to control or influence the management or policies
of the Company or engage in any of the actions specified in
Item 4 of such schedule (other than the disposition of the
Common Stock) and, within ten (10) Business Days of being
requested by the Company to advise it regarding the same and
to dispose of a number of shares of Common Stock so that such
Person, together with all Affiliates and Associates, is the
Beneficial Owner of less than 20% of the shares of Common
Stock then outstanding, certifies to the Company that such
Person (A) acquired shares of Common Stock representing 20%
or more of the shares of Common Stock then outstanding
inadvertently or without knowledge of the terms of the Rights
and (B) has disposed of a number of shares of Common Stock so
that such Person, together with all Affiliates and Associates,
is the Beneficial Owner of less than 20% of the shares of
Common Stock then outstanding, in a transaction effected
through a broker or dealer on a national securities exchange
(provided the Common Stock is listed or admitted to trading on
any national securities exchange); provided, however, that if
the Person requested to so certify as provided in clause
(iii) fails to do so within ten (10) Business Days, then such
Person shall become an Acquiring Person immediately after such
ten (10) Business Day period; provided, further, however, that
the Person who so certifies as provided in clause (iii) shall
be deemed to have been an Exempted Person only so long as
such Person continued to be the Beneficial Owner of 20% or
more of the then outstanding shares of Common Stock and such
Person shall immediately become an Acquiring Person at any
time such Person, together with all Affiliates and Associates
of such Person, again shall be
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the Beneficial Owner of 20% or more of the shares of Common
Stock then outstanding. A purchaser, assignee or transferee
of the shares of Common Stock (or warrants or options
exercisable for Common Stock) from an Exempted Person shall
not thereby become an Exempted Person, except that a
transferee from the estate of an Exempt Person who receives
Common Stock as a bequest or inheritance from an Exempt Person
shall be an Exempt Person so long as such Person continues to
be the Beneficial Owner of 20% or more of the then outstanding
shares of Common Stock.
Section 2. Outstanding Shares. For purposes of determining whether any
Person, together with all Affiliates and Associates of such Person, shall be the
Beneficial Owner of 20% or more of the shares of Common Stock then outstanding,
the Company shall assume that the shares of Common Stock then outstanding is
that set forth in the Company's quarterly or annual report, or any current
report subsequent thereto, which was available to such Person at the time such
Person, together with all Affiliate and Associates, most recently became the
Beneficial Owner of shares of Common Stock, unless such Person knew or had
reason to believe at that time that the information contained therein is
inaccurate.
Section 3. Rights Agreement as Amended. The term "Agreement" as used in the
Agreement shall be deemed to refer to the Agreement as amended hereby and shall
be effective as of the date hereof. All references hereinafter to Amendment No.
1 shall be deemed to refer to this Amendment No. 1. It is expressly understood
and agreed that except as provided above, all terms, conditions and provisions
contained in the Agreement shall remain in full force and effect without any
further change or modification whatsoever.
IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to be duly
executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.
Attest: SYBRON CHEMICALS INC.
By: /s/ S.F. Ladin By:/s/ Richard M. Klein
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Name: S.F. Ladin Name: Richard M. Klein
Title: Secretary Title: President & CEO
Attest: BANKBOSTON, N.A.
By: /s/ Sandra Burgess By: /s/ Margaret Prentice
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Name: Sandra Burgess Name: Margaret Prentice
Title: Account Manager Title: Director, Client Services
