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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
SKYTEL COMMUNICATIONS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 64-0518209
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(State of incorporation or organization) (I.R.S. employer identification no.)
200 South Lamar Street, SkyTel Centre, South Building,
Jackson, Mississippi 39201
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(Address of principal executive offices)
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<S> <C>
If this form relates to the registration of a class of If this form relates to the registration of a class
securities pursuant to Section 12(b) of the of securities pursuant to Section 12(g) of the
Exchange Act and is effective pursuant to General Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following Instruction A.(d), please check the following
box. [_] box. [X]
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Securities Act registration number to which this form relates: N/A
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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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N/A N/A
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Securities to be registered pursuant to Section 12(g) of the Act:
Rights to Purchase Series C Junior Participating Preferred Stock
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(Title of class)
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Item 1. Description of Registrant's Securities to be Registered
On July 23, 1999, the Board of Directors of SkyTel Communications, Inc.
(the "Company") approved Amendment No. 2, dated as of August 5, 1999 (the
"Amendment"), to the Rights Agreement, dated as of July 26, 1989, as amended on
May 28, 1999 (the "Rights Agreement"), between the Company and NCNB Texas
National Bank (the "Rights Agent"). The Amendment extended the term of the
Rights Agreement until August 7, 2000 and made certain other technical
amendments.
The foregoing description of the Amendment is qualified in its entirety
by reference to the full text of the Amendment, a copy of which has been filed
as an exhibit hereto and incorporated herein by reference. Copies of the Rights
Agreement, and the related Summary of Rights, which is attached as Exhibit C to
the Rights Agreement, are available free of charge from the Company.
Item 2. Exhibits.
Number Description
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4.2 Amendment No. 2, dated as of August 5, 1999, to the Rights
Agreement, dated as of July 26, 1989, between the Company and
NCNB Texas National Bank, as amended on May 28, 1999.
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SIGNATURE
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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.
SKYTEL COMMUNICATIONS, INC.
By: /s/ Leonard G. Kriss
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Name: Leonard G. Kriss
Title: Senior Vice President, General
Counsel and Secretary
Date: August 4, 1999
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EXHIBIT INDEX
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Exhibit Number Description
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4.2 Amendment No. 2, dated as of August 5, 1999, to the Rights
Agreement, dated as of July 26, 1989, between the Company
and NCNB Texas National Bank, as amended May 28, 1999.
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EXHIBIT 4.2
SKYTEL COMMUNICATIONS, INC.
200 SOUTH LAMAR STREET
JACKSON, MISSISSIPPI 39201
August 5, 1999
The Chase Manhattan Bank
450 West 33rd Street, 15th Floor
New York, NY 10001
Attention: Administrator - SkyTel Communications, Inc.
Re: Amendment No. 2 to Rights Agreement
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Ladies and Gentlemen:
Pursuant to Section 26 of the Rights Agreement (the "Rights
Agreement"), dated as of July 26, 1989, as amended, between SkyTel
Communications, Inc., formerly known as Mobile Telecommunication Technologies
Corp. (the "Company"), and The Chase Manhattan Bank, successor to NCNB Texas
National Bank, as rights agent, the Company, by resolution adopted by its Board
of Directors, hereby amends the Rights Agreement as follows:
1. Section 1(k) of the Rights Agreement is hereby amended and
restated in its entirety as follows:
"(k) "Final Expiration Date" shall mean August 7, 2000."
2. The fifth sentence of Section 21 of the Rights Agreement is
hereby amended and restated in its entirety as follows:
"Any successor Rights Agent, whether appointed by the Company or by
such a court, shall be a corporation or other legal entity organized
and doing business under the laws of the United States or the State of
Mississippi or New York (or of any other state of the United States so
long as such corporation or other legal entity is authorized to do
business in the State of Mississippi or New York), in good standing,
which is
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The Chase Manhattan Bank
August 5, 1999
Page 2
authorized under such laws to exercise corporate trust or stock
transfer powers and is subject to supervision or examination by
federal or state authority and which has at the time of its
appointment as Rights Agent a combined capital and surplus of at least
$25 million."
3. Section 20(c) of the Rights Agreement is hereby amended by adding
the following words to the end of such section:
"Anything to the contrary notwithstanding, in no event shall the
Rights Agent be liable for special, punitive, indirect, consequential or
incidental loss or damage of any kind whatsoever (including but not limited
to lost profits), even if the Rights Agent has been advised of the
likelihood of such loss or damage."
4. The Rights Agreement shall not otherwise be supplemented or
amended by virtue of this Amendment No. 2 to the Rights Agreement, but shall
remain in full force and effect.
5. Capitalized terms used without other definition in this Amendment
No. 2 to the Rights Agreement shall be used as defined in the Rights Agreement.
6. This Amendment No. 2 to the Rights Agreement shall be deemed to
be a contract made under the laws of the State of Delaware and for all purposes
will be governed by and construed in accordance with the laws of such State
applicable to contracts to be made and performed entirely within such State.
7. This Amendment No. 2 to the Rights Agreement may be executed in
any number of counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.
8. This Amendment No. 2 to the Rights Agreement shall be effective
as of August 5, 1999, and all references to the Rights Agreement shall, from and
after such time, be deemed to be references to the Rights Agreement as amended
hereby.
9. Exhibits B and C to the Rights Agreement shall be deemed amended
in a manner consistent with this Amendment No. 2 to the Rights Agreement.
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The Chase Manhattan Bank
August 5, 1999
Page 3
Very truly yours,
SkyTel Communications, Inc.
By: /s/ Leonard G. Kriss
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Name: Leonard G. Kriss
Title: Senior Vice President,
General Counsel and
Secretary
Accepted and agreed to as of the
effective time specified above:
The Chase Manhattan Bank
By: /s/ Margaret W. Grubb
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Name: Margaret W. Grubb
Title: Assistant Vice President
