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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12 (b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CYTYC CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 02-0407755
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(State of incorporation (IRS Employer
or organization) Identification No.)
85 Swanson Road, Boxborough, MA 01719
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(Address of principal executive offices) (Zip Code)
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 N/A
Securities to be registered pursuant to Section 12(g) of the Act:
Series A Junior Preferred Stock Purchase Rights
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(Title of Class)
Page 1 of 5 Pages The exhibit index is on page 4.
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Item 1. Description of Registrant's Securities to be Registered
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On June 22, 1998, the Board of Directors of Cytyc Corporation (the
"Company") acted by unanimous written consent to adopt Amendment No. 1 to Rights
Agreement, dated as of June 22, 1998, between the Company and BankBoston, N.A.
as Rights Agent ("Amendment No. 1"), amending the Company's Rights Agreement
dated as of August 27, 1997 between the Company and BankBoston, N.A. (the
"Rights Agreement"), to delete the "continuing director" provision of the Rights
Plan. The Rights were previously registered on Form 8-A on August 29, 1997.
Except as amended by Amendment No. 1, the Rights Agreement remains unchanged and
in full force and effect in accordance with its terms.
A complete copy of Amendment No. 1 is attached hereto as Exhibit 1 and
is incorporated herein by reference. A copy of the Rights Agreement is
incorporated herein by reference to Exhibit 1 to the Company's Registration
Statement on Form 8-A filed with the Securities and Exchange Commission via
EDGAR on August 29, 1997.
Item 2. Exhibits
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Exhibit No. Exhibit
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1 Amendment No. 1 to Rights Agreement, dated as of June 22,
1998, between Cytyc Corporation and BankBoston, N.A.,
amending the Rights Agreement dated August 27, 1997 between
Cytyc Corporation and BankBoston, N.A.
Page 2 of 5 Pages
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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.
CYTYC CORPORATION
By: /s/ Patrick J. Sullivan
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Patrick J. Sullivan
President and Chief Executive
Officer
Dated: December 17, 1998
Page 3 of 5 Pages
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EXHIBIT INDEX
Exhibit No. Exhibit
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1 Amendment No. 1 to Rights Agreement, dated as of June 22,
1998, between Cytyc Corporation and BankBoston, N.A.,
amending the Rights Agreement dated August 27, 1997 between
Cytyc Corporation and BankBoston, N.A.
Page 4 of 5 Pages
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EXHIBIT 1
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AMENDMENT NO. 1 TO RIGHTS AGREEMENT
This Amendment No. 1 to Rights Agreement ("Amendment No. 1") is made by
and between Cytyc Corporation, a Delaware corporation (the "Company"), and
BankBoston N.A., as Rights Agent (the "Rights Agent") as of the 22nd day of
June, 1998. Reference is made to the Rights Agreement dated as of August 27,
1997 (the "Agreement") between the parties. Capitalized terms not defined
herein shall have the respective meaning ascribed to them in the Agreement.
In accordance with Section 27 of the Agreement, the Company hereby
desires to amend the Agreement as follows:
1. Effective immediately, the Rights Agreement is hereby amended to (i)
delete all references to "Continuing Director" or "Continuing Directors" and
inserting in place thereof "Director" or "Directors" and (ii) delete Section
1(o) in its entirety.
2. Except as specifically amended and set forth herein, the Agreement
shall remain unchanged and in full force and effect in accordance with its
terms.
3. By execution of this Amendment No. 1, the Company hereby certifies to
the Rights Agent that the amendments to the Agreement reflected herein comply
with Section 27 of the Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to be executed and delivered as of the date first written above.
CYTYC CORPORATION
By: /s/ Patrick J. Sullivan
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Name: Patrick J. Sullivan
Title: President and Chief Executive
Officer
BANKBOSTON, N.A., as Rights Agent
By: /s/ Tyler Haynes
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Name: Tyler Haynes
Title: Administration Manager
Page 5 of 5 Pages
