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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): OCTOBER 6, 1996
AUGAT INC.
(Exact name of Registrant as specified in its charter)
MASSACHUSETTS
(State or other jurisdiction of
incorporation or organization)
1-6176 04-2022285
(Commission File Number) (I.R.S. Employer Identification No.)
89 FORBES BOULEVARD
P.O. BOX 448
MANSFIELD, MASSACHUSETTS 02048
(Address of principal executive offices) (Zip Code)
(508) 543-4300
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On October 6, 1996 the Board of Directors of Augat Inc. (the "Company")
approved an amendment (the "Rights Amendment") to the Rights Agreement, dated as
of August 2, 1988, between the Company and The Chase Manhattan Bank, N.A., as
such agreement was amended on September 21, 1994, between the Company and The
First National Bank of Boston, N.A. (as successor rights agent)(as amended, the
"Rights Agreement"). The Rights Amendment amended the following Sections of the
Rights Agreement:
(i) Section 1(a) of the Rights Agreement to exclude
Thomas & Betts Corporation, a Tennessee corporation ("T&B") and EG Acquisitions
Corp. (the "Merger Sub"), from the definition of "Acquiring Person" under the
Rights Agreement in connection with the proposed business combination between
the Company and T&B (the "Merger");
(ii) Section 7(a) of the Rights Agreement to Provide for
the termination of the Rights Agreement immediately prior to the effective time
of the Merger; and
(iii) Section 11(a)(ii)(B) of the Rights Agreement to
provide that neither T&B nor the Merger Sub is a "Person" for purposes of such
section in connection with acquisition of the Company's common stock in the
Merger.
The Rights Agreement sets forth a description and the terms of the
Common Stock and Promissory Note Purchase Rights (the "Rights") which were
distributed to holders of record of Common Stock, par value $.10 per share, of
the Company on August 2, 1988. The Rights were registered pursuant to Section
12(b) of the Securities Exchange Act of 1934, as amended, on a Registration
Statement on Form 8-A dated August 2, 1988 and filed by the Company with the
Securities and Exchange Commission (the "Form 8-A"). Each Right entitles the
registered holder to purchase from the Company one Unit ("Unit") consisting
initially of one one-fifth of a share of the Company's Common Stock and one note
in principal amount equal to four-fifths of the current market price of the
Company's Common Stock on the date of exercise at a purchase price of $60 in
cash per Unit, subject to adjustment as provided in the Rights Agreement.
The form of Rights Agreement between the Company and the Rights Agent
specifying the terms of the Rights is attached as Exhibit 1 to the Form 8-A.
Such exhibit to the Form 8-A is incorporated herein by this reference. The
Rights Amendment is attached hereto as Exhibit 10.4. The foregoing description
of the Rights Amendment and the Rights Agreement, as amended, does not purport
to be complete and is qualified in its entirety by reference to such exhibits.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
The exhibits listed in the Exhibit Index filed as part of this report
are filed as part of or are included in this report.
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EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
10.1 Rights Agreement, dated as of August 2, 1988, between
Augat Inc. and The Chase Manhattan Bank, N.A. (as
amended)(1)
10.2 Successor Rights Agent Agreement dated September 12,
1994 between Augat Inc. and The First National Bank
of Boston, N.A.(2)
10.3 Addendum to the Rights Agent Agreement between Augat
Inc. and The First National Bank of Boston, N.A.,
dated September 21, 1994.(2)
10.4 Amendment to Rights Agreement, dated as of October 6,
1996, between Augat Inc. and The First National Bank
of Boston, N.A.(2)
- ---------------------------
(1) Incorporated by reference to Exhibit 1 to the Registrant's Registration
Statement on Form 8-A, dated August 2, 1988 and filed by the Registrant with
the Commission (Commission File No. 1-6176).
(2) Filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AUGAT INC.
Date: October 10, 1996 By: /s/ F. Gordon Bitter
------------------------------------
F. Gordon Bitter
Chief Financial Officer
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10.2
SUCCESSOR RIGHTS AGENT AGREEMENT
BETWEEN
AUGAT, INC.
AND
THE FIRST NATIONAL BANK OF BOSTON
Reference is hereby made to the Rights Agreement ("The Rights
Agreement") dated between Augat, Inc. ("The Company") and The Chase Manhattan
Bank, N.A. ("The Agent"). Pursuant to the Rights Agreement, on September 12,
1994 the Company gave notice to the Rights Agent terminating its appointment as
Rights Agent effective November 1, 1994 ("The Termination Date").
The Company hereby appoints The First National Bank of Boston ("Bank of
Boston") as successor Rights Agent, and Bank of Boston hereby accepts the
appointment, effective on the termination date. Bank of Boston, by accepting
this appointment, hereby represents that it is a corporation organized and
doing business under the laws of the United States, in good standing, which is
authorized under such laws to exercise stock transfer or corporate trust powers
and is subject to supervision or examination by federal or state authority.
A. NON-ASSIGNABILITY
This Agreement, and the duties, obligations and services to be provided
herein, may not be assigned or otherwise transferred without the prior
written consent of the Company.
B CONTRACT ACCEPTANCE
In witness whereof, the parties hereto have caused this Agreement to be
executed by their respective officers, hereunto duly agreed and
authorized, as of the effective date of this Agreement.
THE FIRST NATIONAL BANK OF BOSTON AUGAT, INC.
By: /s/ Nancy Mardela By: /s/ Lynda M. Avallone
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Title: Vice President Title: Treasurer
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Date: 9-21-94 Date: 9-21-94
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10.3
ADDENDUM TO THE
RIGHTS AGENT AGREEMENT
BETWEEN
AUGAT, INC.
AND
THE FIRST NATIONAL BANK OF BOSTON
This Addendum allows the inclusion of the following additional services
and fees into Rights Agent Agreement between Augat, Inc. and The First National
Bank of Boston ("Bank of Boston").
A. FEE FOR RIGHTS AGENT SERVICES: $2,500.00 Administrative Fee
B. RIGHTS AGENT SERVICES:
Bank of Boston agrees to provide the following Rights Agent services to
Augat, Inc. in accordance with the fee set forth in Section A
hereinabove:
- Acting as Rights Agent for the Common Stock of Augat, Inc. under
the terms of the Rights Agent Agreement dated 8/2/88.
C. ITEMS NOT COVERED:
- Conversion of shareholder records, issuance of Rights
Certificates, maintenance of accounts, mailings, legal review
fees, etc. will be billed as incurred.
- All out-of-pocket expenses such as postage, stationery, telephone
line charges associated with toll-free telephone calls,
overprinting, excess material disposal, etc. will be billed as
incurred.
D. OTHER TERMS AND CONDITIONS
All other terms and conditions as set forth in the Rights Agent
Agreement will apply except to the extent that they are specifically
modified in this Addendum.
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E. CONTRACT ACCEPTANCE
In witness whereof, the parties hereto have caused this Addendum to be
executed by their respective officers, hereunto duly agreed and
authorized, as of the effective date of this Addendum.
THE FIRST NATIONAL BANK OF BOSTON AUGAT, INC.
By: /s/ Nancy Mardela By: /s/ Lynda M. Avallone
------------------------------ --------------------------
Title: Vice President Title: Treasurer
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Date: 9-21-94 Date: 9-21-94
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10.4
AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT, dated as of October 6, 1996 (this "Amendment"), to the
Rights Agreement, dated as of August 2, 1988, between Augat Inc., a
Massachusetts corporation (the "Company"), and The First National Bank of
Boston, N.A., as Rights Agent (pursuant to that certain Successor Rights Agent
Agreement, dated as of September 21, 1994, between the Company and The First
National Bank of Boston, N.A.)(the "Rights Agent")(the "Rights Agreement").
Pursuant to Section 27 of the Rights Agreement, the Company and the
Rights Agent may, prior to the Distribution Date (as defined therein), amend any
provision of the Rights Agreement (other than certain specifically enumerated
provisions) without the approval of any holders of certificates representing the
common stock of the Company. The Company now desires to amend the Rights
Agreement as set forth in this Amendment. Pursuant to Section 27 of the Rights
Agreement, the Company hereby directs that the Rights Agreement should be
amended as set forth in this Amendment.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
1. Amendment to Section 1.
----------------------
The Rights Agreement is hereby amended by adding the following in
Subsection (a) of Section 1, following the word "plan" in the eighth line
thereof:
"or Thomas & Betts Corporation, a Tennessee corporation
("T&B") or EG Acquisitions Corp., a Delaware corporation
("Merger Sub") or any of their respective subsidiaries, but
only with respect to and to the extent
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that the shares of Common Stock are acquired by such entities
in connection with the transactions contemplated by the Agreement
and Plan of Merger among the Company, T&B and Merger Sub, to be
dated as of October 7, 1996 (the "Merger Agreement")"
2. Amendment to Section 7(a).
-------------------------
Section 7(a) of the Rights Agreement is hereby amended and restated in
its entirety to read as follows:
"Section 7. EXERCISE OF RIGHTS; PURCHASE PRICE; EXPIRATION DATE
OF RIGHTS. (a) Subject to Section 7(e) hereof, the registered
holder of any Rights Certificate may exercise the Rights
evidenced thereby (except as otherwise provided herein including,
without limitation, the restrictions on exercisability set forth
in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in
whole or in part at any time after the Distribution Date upon
surrender of the Rights Certificate, with the form of election to
purchase and the certificate on the reverse side thereof duly
executed, to the Rights Agent at the office of the Rights Agent
designated for such purpose, together with payment of the
aggregate Purchase Price with respect to the total number of
Units (or other securities, cash or other assets, as the case may
be) as to which such surrendered Rights are then exercisable, at
or prior to the earlier of (i) the Final Expiration Date, (ii)
the time at which the Rights are redeemed as provided in Section
23 hereof, (iii) the time at which such Rights are exchanged as
provided in Section 24 hereof, or (iv) immediately prior to the
merger of Merger Sub with and into the Company on the terms and
conditions of the Merger Agreement (the earlier of (i), (ii),
(iii) and (iv) being herein referred to as the "Expiration
Date")."
3. Amendment of Section 11(a)(ii)B.
-------------------------------
Clause (ii)(B) of Section 11(a) of the Rights Agreement is hereby
amended by adding the following to the parenthetical phrase in the first
through fifth lines thereof after the words "such plan":
"or T&B or Merger Sub or any of their respective subsidiaries,
but only with respect to and to the extent that such shares of
Common Stock are acquired by such entities in connection with the
transactions contemplated by the Merger Agreement."
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4. Distribution Date and Stock Acquisition Date.
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The Company acknowledges that, as a result of the actions taken in this
Amendment, none of the actions or transactions contemplated by the Agreement
and Plan of Merger among the Company, Thomas & Betts Corporation and EG
Acquisitions Corp. to be dated as of October 7, 1996 will create a Distribution
Date or a Stock Acquisition Date (as such terms are defined in the Rights
Agreement).
5. Governing Law.
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This Amendment shall be deemed to be a contract made under the laws of
the Commonwealth of Massachusetts and for all purposes shall be governed by and
construed in accordance with the laws of such commonwealth applicable to
contracts to be made and performed entirely within such commonwealth.
6. Counterparts.
------------
This Amendment may be executed in any number of counterparts, each of
which shall for all purposes be deemed an original, and all of which together
shall constitute but one and the same instrument.
Except as expressly set forth herein, this Amendment shall not by
implication or otherwise alter, modify, amend or in any way affect any of the
terms, conditions, obligations, covenants or agreements contained in the Rights
Agreement, all of which are ratified and affirmed in all respects and shall
continue in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and their respective corporate seals to be affixed and attested,
all as of the day and year first above written.
Attest AUGAT INC.
[SEAL]
By: /s/ Daniel J. Maher By: /s/ John E. Lynch, Jr.
---------------------------- -----------------------------
Name: Daniel J. Maher Name: John E. Lynch, Jr.
Title: Corp. Controller Title: Vice President
Attest THE FIRST NATIONAL BANK OF
BOSTON, N.A., As Rights Agent
[SEAL]
By: /s/ Gordon Stevenson By: /s/ Paul Lyons
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Name: Gordon Stevenson Name: Paul Lyons
Title: Administration Manager Title: Account Manager
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