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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
Amendment No. 2
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CATALYTICA, INC.
(Exact name of Registrant as specified in its charter)
Delaware 94-2262240
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(State of incorporation or organization) (IRS Employer Identification No.)
430 Ferguson Drive
Mountain View, CA 94043
(Address of principal executive offices)(Zip Code)
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If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [_]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [_]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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None None
Securities to be registered pursuant to Securities 12(g) of the Act:
Preferred Share Purchase Rights
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(Title of Class)
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Item 1. Description of Securities to be Registered.
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Item 1 is hereby amended by adding the following thereto:
On August 2, 2000, in connection with the Agreement and Plan of Merger
dated as of August 2, 2000 (the "Merger Agreement") by and among Synotex
Company, Inc., a Delaware corporation ("Synotex"), Synotex Acquisition Corp., a
Delaware corporation and wholly-owned subsidiary of Synotex, and Catalytica,
Inc., a Delaware corporation (the "Company"), and the Voting Agreement by and
among the Company, Synotex and certain stockholders of the Company dated as of
August 2, 2000 (the "Voting Agreement"), the Board of Directors of the Company
approved the amendment of certain terms of the Preferred Shares Rights Agreement
(the "Rights Agreement") dated as of October 23, 1996 between the Company and
ChaseMellon Shareholder Services, L.L.P., as Rights Agent (the "Rights Agent"),
as amended by Amendment No. 1 dated as of July 21, 1997. The Company then
executed Amendment No. 2 dated as of August 2, 2000 to the Rights Agreement (the
"Amendment"). Capitalized terms used herein and not otherwise defined have the
meanings assigned to them in the Rights Agreement.
The Amendment adds Section 36 to the Rights Agreement, which provides that the
execution and delivery of the Merger Agreement and the Voting Agreement and the
consummation of the transactions contemplated by the Merger Agreement and the
Voting Agreement shall in no event result in (i) Synotex becoming an Acquiring
Person, (ii) a distribution of rights pursuant to the Rights Agreement, (iii)
the exercisability of, or any adjustment to, the Rights under the Rights
Agreement, or (iv) any other defensive measures under the Rights Agreement. In
the event that the Merger Agreement is terminated prior to the Closing (as
defined in the Merger Agreement), Section 36 shall be of no further force and
effect and shall be considered to be deleted from the Rights Agreement.
The Amendment is attached hereto as Exhibit 3, which is incorporated herein
by reference. The foregoing description of the Amendment does not purport to be
complete and is qualified in its entirety by reference to that Exhibit.
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Item 2. Exhibits.
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1.* Preferred Shares Rights Agreement, dated as of October 23, 1996
between Catalytica, Inc. and ChaseMellon Shareholder Services,
L.L.P., including the
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Certificate of Designation, the form of Rights Certificate and
the Summary of Rights attached thereto as Exhibits A, B and C,
respectively.
2.** Amendment No. 1, dated as of July 21, 1997, to the Preferred
Share Rights Agreement dated as of October 23, 1996 between
Catalytica, Inc. and ChaseMellon Shareholder Services, L.L.P.
3. Amendment No. 2 to Preferred Shares Rights Agreement between
Catalytica, Inc. and ChaseMellon Shareholder Services, L.L.C.
dated as of August 2, 2000.
* Incorporated by reference to the Registrant's 8-A filed with the Commission
on November 19, 1996.
** Incorporated by reference to the Registrants 8-A filed with the Commission
on July 29, 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 Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized.
Catalytica, Inc.
Date: August 16, 2000 By: /s/ Lawrence W. Briscoe
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Lawrence W. Briscoe
Vice President, Finance and
Administration
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
No. Exhibit
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1* Preferred Shares Rights Agreement dated as of October 23, 1996,
between Catalytica, Inc. and ChaseMellon Shareholder Services,
L.L.P., including the form of Rights Certificate and the
Certificate of Designation, the Summary of Rights Attached thereto
as Exhibits A, B and C, respectively.
2** Amendment No. 1, dated as of July 21, 1997, to the Preferred Shares
Rights Agreement dated as of October 23, 1996 between Catalytica,
Inc. and ChaseMellon Shareholder Services, L.L.P.
3 Amendment No. 2 to the Preferred Shares Rights Agreement between
Catalytica, Inc. and ChaseMellon Shareholder Services, Inc. dated
as of August 2, 2000.
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* Incorporated by reference to the Registrant's Form 8-A filed with the
Commission on November 19, 1996.
** Incorporated by reference to the Registrant's Form 8-A filed with the
Commission on July 29, 1997.
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