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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
AMENDMENT NO. 2
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)
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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)
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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:
_____________ (If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
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Name of Each Exchange on
Title of Each Class Which Each Class is to be
to be so Registered Registered
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Preferred Stock Purchase Rights The American Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
On August 30, 2000, the Board of Directors of Sybron Chemicals Inc., a
Delaware corporation (the "Company"), approved and adopted Amendment No. 2 to
the Rights Agreement, dated as of August 30, 2000, by and between the Company
and the Rights Agent ("Amendment No. 2"). The Rights Agreement previously was
amended by Amendment No. 1 to the Rights Agreement, dated as of April 20, 1999
("Amendment No. 1"). On May 12, 1999, the Company filed Amendment No. 1 with the
SEC as an exhibit to the Company's Registration Statement on Form 8-A/A (the
"Amended Registration Statement"). The Company registered the Rights on August
14, 1998 by the filing of the Company's Registration Statement on Form 8- A (the
"Original Registration Statement") with the SEC.
A complete copy of Amendment No. 2 is attached hereto as Exhibit 4(a)
and is incorporated herein by reference. A copy of Amendment No. 1 is
incorporated herein by reference to Exhibit 1 to the Amended Registration
Statement. 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 Original Registration Statement.
ITEM 2. EXHIBITS.
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Number Exhibit
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4(a) Amendment No. 2 to the Rights Agreement, dated as of August 30,
2000, by and between the Company and the Rights Agent.
4(b) Amendment No. 1 to the Rights Agreement, dated as of April 20, 1999
(incorporated herein by reference to Exhibit 1 to the Company's
Registration Statement on Form 8-A/A, as filed with the SEC on May 12,
1999).
4(c) Rights Agreement, dated as of August 7, 1998, by and between the
Company and the Rights Agent (incorporated by reference to Exhibit 1
to the Company's Registration Statement on Form 8-A as filed with the
SEC on August 14, 1998).
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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: September 1, 2000 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
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Number Exhibit Method of Filing
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4(a) Amendment No. 2 to the Rights Filed herewith electronically.
Agreement, dated as of
August 30, 2000, by and between
the Company and the Rights Agent.
4(b) Amendment No. 1 to the Rights *
Agreement, dated as of April 20,
1999
4(c) Rights Agreement, dated as of **
August 7, 1998, by and between the
Company and the Rights Agent.
* Incorporated by reference to Exhibit 1 to the Company's Registration
Statement on Form 8-A/A, as filed with the SEC on May 12, 1999.
** Incorporated by reference to Exhibit 1 to the Company's Registration
Statement on Form 8-A, as filed with the SEC on August 14, 1998.
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