File No. 33-65590
Filed Pursuant to Rule 424 (b)(3)
Supplement Dated June 1, 1995 to the Prospectus
Dated July 2, 1993 of Augat Inc. (the "Company") Relating
to an Offering of its Shares Under its 1993
Employee Stock Purchase Plan
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The Offering. The Company is offering on June 1, 1995,
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251,082 shares of its $.10 par value common stock to the
approximately 3,400 eligible employees of the Company and its
subsidiaries. This is the third annual offering under the
Company's 1993 Employee Stock Purchase Plan.
The closing price of the Company's common stock on the
New York Stock Exchange on June 1, 1995, as reported in The Wall
Street Journal, was $21.00 per share. Accordingly, the purchase
price under the 1995 offering will not exceed 85% of that amount
or $17.85 per share. The amounts to be withheld beginning with
the first payroll paid after July 12, 1995, referred to under
"Option Price", will be as follows:
(a) for employees paid monthly,
$1.44 per share monthly;
(b) for employees paid bi-weekly,
$.70 per share bi-weekly;
(c) for employees paid weekly,
$.35 per share weekly.
Under the first annual offering 372 employees purchased
on July 1, 1994 56,666 shares under the Plan at a share price of
$13.60 per share. Under the second annual offering, 783
employees elected in June 1994 to purchase 72,684 shares under
the Plan at a maximum price of $17.85. Certain employees
terminated their elections to purchase and, as of May 26, 1995,
elections to purchase 52,252 shares by 493 employees on July 1,
1995 are currently in effect.
The Company's Rights Plan. On August 2, 1988 the Board
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of Directors of the Company declared a dividend distribution of
one right (a "Right") for each outstanding share of Common Stock.
The Rights were paid on August 23, 1988 and will entitle the
registered holder to purchase from the Company one unit (a
"Unit") consisting initially of one one-fifth of a share of
Common Stock and one note (a "Note") in principal amount equal
to four-fifths of the current market price of the Common Stock
on the date of exercise at a purchase price of $60 per Unit,
subject to adjustment (the "Exercise Price"). The Rights will
initially become exercisable following the tenth day after the
date of public announcement that a person has acquired beneficial<PAGE>
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ownership of 20% or more of the Common Stock or the tenth day
after the date of commencement of a tender or exchange offer to
acquire beneficial ownership of 30% or more of the Common Stock.
In the event that (i) the Company is the surviving
corporation in a merger with a person that holds beneficial
ownership of 20% or more of the Common Stock (an "Acquiring
Person"), (ii) any person becomes the beneficial owner of more
than 25% of the Common Stock (except pursuant to an offer for
all shares of the Common Stock which a majority of certain
continuing members and independent members of the Board of
Directors determines to be fair to and in the best interests
of the Company's stockholders), (iii) an Acquiring person
engages in certain "self-dealing" transactions, or (iv) during
such time as there is an Acquiring Person, an event occurs which
results in such Acquiring Person's ownership interest being
increased by more than 1%, then each Right not owned by an
Acquiring Person will enable its holder to purchase that number
of shares of the Company's Common Stock which equals the
Exercise Price divided by one-half of the current market price
of the Common Stock. At any time after the occurrence of one
of the events specified in the preceding sentence, and subject
to the concurrence of a majority of certain continuing members
of the Board of Directors, the Board of Directors may exchange
the Rights, in whole or in part, at an exchange ratio of one
share of Common Stock per Right. In addition, if the Company is
involved in a merger or other business combination transaction
in which the Company is not the surviving corporation or its
Common Stock is changed or exchanged (other than pursuant to a
merger which follows an offer determined to be fair as described
in clause (ii) of the first sentence of this paragraph), or if
the Company or a subsidiary sells or transfers more than 50% of
the assets of earning power of the Company and its subsidiaries
(taken as a whole) to another entity, each Right will entitle
its holder to purchase, in return for the Exercise Price, common
stock of the acquiring company which equals the Exercise Price
divided by one-half of the current market price of such common
stock at the date of the occurrence of the event.
The Company will generally be entitled to redeem the
Rights at $.02 per Right at any time until the tenth day
following a public announcement that a person has acquired
beneficial ownership of 20% or more of the Common Stock. The
Rights will expire on the earlier of (i) the close of business
on August 23, 1998 and (ii) the date on which the Rights are
exchanged or redeemed. <PAGE>
