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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 4
TO
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
SERV-TECH, INC.
(Exact name of registrant as specified in its charter)
TEXAS 74-1398757
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
5200 CEDAR CREST BLVD.
HOUSTON, TEXAS 77087
(Address of principal executive offices)
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 NOT APPLICABLE
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(g) of the Act:
COMMON STOCK PURCHASE RIGHTS
(TITLE OF CLASS)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On November 16, 1995, the Board of Directors of Serv-Tech, Inc. (the
"Company") declared a dividend distribution of one Right for each outstanding
share of the Company's Common Stock, par value $.50 per share ("Common Stock"),
to shareholders of record at the close of business on November 28, 1995 (the
"Record Date"). Each Right entitles the registered holder to purchase from the
Company one unit (a "Unit"), consisting initially of one share of Common Stock,
at a Purchase Price of $50.00 in cash per Unit, subject to adjustment. The
description and terms of the Rights are set forth in a Rights Agreement (the
"Rights Agreement"), dated as of November 16, 1995, between the Company and
Society National Bank, as Rights Agent.
Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate Rights
Certificates will be distributed. The Rights will separate from the Common
Stock upon the date which is the earlier of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") has acquired, or obtained the right to acquire, beneficial
ownership of 15% or more of the outstanding shares of Common Stock (the "Stock
Acquisition Date"), or (ii) 10 business days following the commencement of a
tender offer or exchange offer that would result in a person or group
beneficially owning 15% or more of such outstanding shares of Common Stock (the
earlier of said dates being called the "Distribution Date").
Until the Distribution Date, (i) the Rights will be evidenced by the
Common Stock certificates and will be transferred with and only with such
Common Stock certificates, (ii) new Common Stock certificates issued after the
Record Date will contain a notation incorporating the Rights Agreement by
reference, and (iii) the surrender for transfer of any certificates for Common
Stock outstanding also will constitute the transfer of the Rights associated
with the Common Stock represented by such certificate.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on November 16, 2005, unless earlier redeemed
by the Company as described below.
As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date and, thereafter, the separate Rights
Certificates alone will represent the Rights. Except as otherwise determined by
the Board of Directors, only shares of Common Stock issued prior to the
Distribution Date will be issued with Rights.
With certain exceptions, in the event that at any time following the
Distribution Date, (i) the Company is the surviving corporation in a merger
with an Acquiring Person and its Common Stock is not changed or exchanged, (ii)
a Person becomes the beneficial owner of 15% or more of the then outstanding
shares of Common Stock (except pursuant to an offer for all outstanding shares
of Common Stock which the Continuing Directors (as defined below) determine to
be fair and otherwise in the best interests of the Company and its shareholders
(other than the Acquiring
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Person)), (iii) an Acquiring Person engages in one or more "self-dealing"
transactions as set forth in the Rights Agreement, 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% (e.g., a reverse
stock split), each holder of a Right will thereafter have the right to receive,
upon exercise, Common Stock (or, in certain circumstances, cash, property or
other securities of the Company, subject to certain limitations) having a value
equal to two times the exercise price of the Right. Notwithstanding any of the
foregoing, following the occurrence of any of the events set forth in this
paragraph, all Rights that are, or (under certain circumstances specified in
the Rights Agreement) were, beneficially owned by any Acquiring Person will be
null and void. However, Rights are not exercisable following the occurrence of
any of the events set forth above until such time as the Rights are no longer
redeemable by the Company as set forth below.
For example, at an exercise price of $50.00 per Right, each Right not
owned by an Acquiring Person (or by certain related parties) following an event
set forth in the preceding paragraph would entitle its holder to purchase
$100.00 worth of Common Stock (or other consideration, as noted above) for
$50.00. Assuming that the Common Stock had a per share value of $20.00 at such
time, the holder of each valid Right would be entitled to purchase 5 shares of
Common Stock for $50.00.
With certain exceptions, in the event that, at any time following the
Stock Acquisition Date, (i) the Company is acquired in a merger or other
business combination transaction in which the Company is not the surviving
corporation or where the Company is the surviving corporation and all or part
of the outstanding shares of Common Stock are changed into or exchanged for
stock or other securities of any other person or cash or any other property
(other than a merger described in subclause (i) of the second preceding
paragraph or a merger which follows an offer described in the parenthetical in
subclause (ii) of the second preceding paragraph), or (ii) 50% or more of the
Company's assets or earning power is sold or transferred, each holder of a
Right (except rights which previously have been voided as set forth above)
shall thereafter have the right to receive, upon exercise, common stock of the
acquiring company having a value equal to two times the exercise price of the
Right.
For example, at an exercise price of $50.00 per Right, each Right
following an event set forth in the preceding paragraph would entitle its
holder to purchase $100.00 worth of common stock of the acquiring company for
$50.00. Assuming that the common stock of the acquiring company had a per share
value of $20.00 at such time, the holder of each issued Right would be entitled
to purchase 5 shares of the common stock of the acquiring company for $50.00.
The Purchase Price payable, and the number of shares of Common Stock
(or the number and kind of other securities or property, as the case may be)
issuable, upon exercise of the Rights are subject to adjustment from time to
time to prevent dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Common Stock, (ii) if
holders of the Common Stock are granted certain rights or warrants to subscribe
for Common Stock or convertible securities at less than the current market
price of the Common Stock, or
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(iii) upon the distribution to holders of the Common Stock of evidences of
indebtedness or assets (excluding regular quarterly cash dividends) or of
subscription rights or warrants (other than those referred to above).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price. The Company is not required to issue fractional shares of Common Stock
and in lieu thereof an adjustment in cash will be made. For fractional shares
of Common Stock, the adjustment will be based on the market price of the Common
Stock on the last trading date prior to the date of exercise.
In general, the Company may redeem the Rights in whole, but not in
part, at any time until ten days following the Stock Acquisition Date, at a
price of $.01 per Right (payable in cash, Common Stock or other consideration
deemed appropriate by the Board of Directors). Under certain circumstances set
forth in the Rights Agreement, the decision to redeem requires the concurrence
of a majority of the Continuing Directors. After the redemption period has
expired, the Company's right of redemption may be reinstated, with the
concurrence of a majority of the Continuing Directors, (i) if an Acquiring
Person reduces its beneficial ownership to 5% or less of the outstanding shares
of Common Stock in a transaction or series of transactions not involving the
Company, or (ii) provided that such redemption is incidental to a merger or
other business combination transaction or series of transactions involving the
Company but not involving an Acquiring Person or any person who was an
Acquiring Person or any affiliate or associate thereof. Immediately upon the
action of the Board of Directors ordering redemption of the Rights with, where
required, the concurrence of the Continuing Directors, the Rights will
terminate and the only right of the holders of Rights will be to receive the
$.01 per Right redemption price.
The term "Continuing Directors" means any member of the Board of
Directors of the Company who was a member of the Board prior to the date of the
Rights Agreement, and any person who is subsequently elected to the Board if
such person is recommended or approved by a majority of the Continuing
Directors, but shall not include an Acquiring Person or an affiliate or
associate of an Acquiring Person or any representative of the foregoing
entities.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the
right to vote or to receive dividends. While the distribution of the Rights
will not be taxable to shareholders or to the Company, shareholders may,
depending upon the circumstances, recognize taxable income in the event that
the Rights become exercisable for Common Stock (or other consideration) of the
Company or for common stock of an acquiring company as set forth above.
Any of the provisions of the Rights Agreement may be amended by the
Board of Directors of the Company prior to the Distribution Date, but
amendments of those provisions relating to the principal economic terms of the
Rights require approval of a majority of the Continuing Directors. After the
Distribution Date, the provisions of the Rights Agreement may be amended by the
Board (in certain circumstances, with the concurrence of the Continuing
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Directors) in order to cure any ambiguity, to make changes which do not
adversely affect the interests of holders of Rights (excluding the interests of
any Acquiring Person), or to shorten or lengthen any time period under the
Rights Agreement; provided, however, that no amendment to adjust the time
period governing redemption shall be made at such time as the Rights are not
redeemable.
Effective as of January 1, 1997, the Company entered into the Second
Amendment to Rights Agreement and the Third Amendment to Rights Agreement
effectuating the appointment of American Stock Transfer & Trust Company as
Rights Agent under the Rights Agreement.
On March 5, 1997, the Company, Philip Environmental Inc., an Ontario,
Canada corporation ("Philip"), Taro Aggregates Ltd., an Ontario, Canada
corporation and wholly-owned subsidiary of Philip ("Taro"), and ST Acquisition
Corporation, a Texas corporation and wholly-owned subsidiary of Taro
(the "Philip Subsidiary"), entered into an Agreement and Plan of Merger, as
amended from time to time (the "Merger Agreement"). The Merger Agreement
provides, among other things, for the merger of the Philip Subsidiary with and
into the Company resulting in the Company becoming an indirect wholly-owned
subsidiary of Philip (the "Merger").
To facilitate the transactions contemplated by the Merger Agreement,
the Company entered into a Fourth Amendment to Rights Agreement effective upon
execution of the Merger Agreement (the "Fourth Amendment"). Among other things,
the Fourth Amendment (i) provides that Philip and Affiliates of Philip will not
become an "Acquiring Person," and that no "Distribution Date," "Section
11(a)(ii) Event," "Section 13 Event," "Stock Acquisition Date" or "Triggering
Event" (as such terms are defined in the Rights Agreement) will occur as a
result of: (A) the approval, execution, delivery or performance of the Merger
Agreement, (B) the consummation of the transactions contemplated by the Merger
Agreement, including the Merger. The Fourth Amendment is attached hereto as
Exhibit 5 and is incorporated herein by reference.
The foregoing descriptions of the Rights do not purport to be complete
and are qualified in their entirety by reference to the Exhibits hereto.
ITEM 2. EXHIBITS.
*Exhibit 1 Rights Agreement between Serv-Tech, Inc. and
Society National Bank, as Rights Agent,
dated as of November 16, 1995, which
includes as Exhibit A the form of Rights
Certificate and as Exhibit B the Summary of
Rights to Purchase Common Stock.
*Exhibit 2 First Amendment to Rights Agreement between
Serv-Tech, Inc. and Society National Bank,
as Rights Agent, dated as of November 27,
1995.
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Exhibit 3 Second Amendment to Rights Agreement among
Serv-Tech, Inc., American Stock Transfer &
Trust Company and Society National Bank
dated as of January 1, 1997.
Exhibit 4 Third Amendment to Rights Agreement between
Serv-Tech, Inc. and American Stock Transfer
& Trust Company, as Rights Agent, dated as
of January 1, 1997.
Exhibit 5 Fourth Amendment to Rights Agreement between
Serv-Tech, Inc. and American Stock Transfer
& Trust Company, as Rights Agent, effective
upon execution of the Merger Agreement.
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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.
Date: March 6, 1997 SERV-TECH, INC.
By: /s/ David P. Tusa
David P. Tusa,
Senior Vice President
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INDEX TO EXHIBITS
*Exhibit 1 Rights Agreement between Serv-Tech, Inc. and
Society National Bank, as Rights Agent,
dated as of November 16, 1995, which
includes as Exhibit A the form of Rights
Certificate and as Exhibit B the Summary of
Rights to Purchase Common Stock.
*Exhibit 2 First Amendment to Rights Agreement between
Serv-Tech, Inc. and Society National Bank,
as Rights Agent, dated as of November 27,
1995.
Exhibit 3 Second Amendment to Rights Agreement among
Serv-Tech, Inc., American Stock Transfer &
Trust Company and Society National Bank
dated as of January 1, 1997.
Exhibit 4 Third Amendment to Rights Agreement between
Serv-Tech, Inc. and American Stock Transfer
& Trust Company, as Rights Agent, dated as
of January 1, 1997.
Exhibit 5 Fourth Amendment to Rights Agreement between
Serv-Tech, Inc. and American Stock Transfer
& Trust Company, as Rights Agent, effective
upon execution of the Merger Agreement.
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*Previously filed
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SECOND AMENDMENT TO RIGHTS AGREEMENT
THIS SECOND AMENDMENT TO RIGHTS AGREEMENT (this "Amendment") is
entered into by Serv-Tech, Inc., a Texas corporation (the "Company"), and
American Stock Transfer & Trust Company (the substitute "Rights Agent"), and
Society National Bank, a national banking association (the former "Rights
Agent"), effective as of January 1, 1997.
WHEREAS, the Company and Society National Bank, as former Rights
Agent, entered into a Rights Agreement dated as of November 16, 1995, and a
First Amendment To Rights Agreement dated as of November 27, 1995 (the
"Agreement"), and all capitalized terms not defined herein shall have the
meanings given to such terms in the Agreement; and
WHEREAS, the Company desires to amend the Agreement as provided herein
pursuant to Section 26 of the Agreement, which authorizes the Company and the
Rights Agent, if the Company so directs, to supplement or amend any provision
of the Agreement without the approval of any holders of the Company's Common
Stock;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereto hereby agree as follows:
1. Society National Bank is hereby removed and substituted with
American Stock Transfer & Trust Company as Rights Agent.
2. Except as specifically provided herein, the Agreement shall
continue in full force and effect in accordance with its
terms without amendment or modification.
IN WITNESS WHEREOF, the undersigned parties hereby execute and agree
to be bound by this Amendment, effective as of January 1, 1997.
Attest: Serv-Tech, Inc.
/s/ FRANK PERRONE By: /s/ DAVID P. TUSA
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Name: Frank Perrone Name: David P. Tusa
Title: Vice President, General Counsel Title: Senior Vice President,
and Corporate Secretary Finance & Administration
Attest: American Stock Transfer & Trust
Company
/s/ SUSAN SILBER By: /s/ HERBERT J. LEMMER
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Name: Susan Silber Name: Herbert J. Lemmer
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Title: Assistant Secretary Title: Vice President
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Attest: Society National Bank
/s/ RAY G. ROSENBAUM By: /s/ LORRAINE RODEWALD
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Name: Ray G. Rosenbaum Name: Lorraine Rodewald
Title: Vice President Title: Assistant Vice President
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THIRD AMENDMENT TO RIGHTS AGREEMENT
THIS THIRD AMENDMENT TO RIGHTS AGREEMENT (this "Amendment") is entered
into by Serv-Tech, Inc., a Texas corporation (the "Company"), and American
Stock Transfer & Trust Company (the "Rights Agent"), effective as of January 1,
1997.
WHEREAS, the Company and American Stock Transfer & Trust Company, as
Rights Agent, entered into a Rights Agreement dated as of November 16, 1995 (as
previously amended by a First Amendment), by way of a Second Amendment To
Rights Agreement dated as of January 1, 1997 (the "Agreement"), and all
capitalized terms not defined herein shall have the meanings given to such
terms in the Agreement; and
WHEREAS, the Company desires to amend the Agreement as provided herein
pursuant to Section 26 of the Agreement, which authorizes the Company and the
Rights Agent, if the Company so directs, to supplement or amend any provision
of the Agreement without the approval of any holders of the Company's Common
Stock;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereto hereby agree as follows:
1. The figure $50,000,000 in Section 21 is hereby changed to
$10,000,000.
2. Except as specifically provided herein, the Agreement shall
continue in full force and effect in accordance with its
terms without amendment or modification.
IN WITNESS WHEREOF, the undersigned parties hereby execute and agree
to be bound by this Amendment, effective as of January 1, 1997.
Attest: Serv-Tech, Inc.
/s/ FRANK PERRONE By: /s/ DAVID P. TUSA
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Name: Frank Perrone Name: David P. Tusa
Title: Vice President, General Counsel Title: Senior Vice President,
and Corporate Secretary Finance & Administration
Attest: American Stock Transfer & Trust
Company
/s/ SUSAN SILBER By: /s/ HERBERT J. LEMMER
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Name: Susan Silber Name: Herbert J. Lemmer
-------------------------------- ------------------------------
Title: Assistant Secretary Title: Vice President
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FOURTH AMENDMENT TO RIGHTS AGREEMENT
THIS FOURTH AMENDMENT TO RIGHTS AGREEMENT (this "Agreement") is
entered into by Serv-Tech, Inc., a Texas corporation (the "Company"), and
American Stock Transfer & Trust Company (the "Rights Agent"), effective upon
the execution of the Merger Agreement (as defined below).
WHEREAS, the Company and Society National Bank, as the original
rights agent under the Agreement (as defined below), and/or the Rights Agent
entered into that certain Rights Agreement dated as of November 16, 1995, that
certain First Amendment to Rights Agreement effective as of November 27, 1995,
that certain Second Amendment to Rights Agreement effective as of January 1,
1997, and that certain Third Amendment Agreement to Rights effective as of
January 1, 1997 (collectively, the "Agreement"), and all capitalized terms not
defined herein shall have the meanings given to such terms in the Agreement;
and
WHEREAS, in order to facilitate the transactions contemplated by the
Merger Agreement, the Company and the Rights Agent desire to amend the
Agreement as provided herein pursuant to Section 26 of the Agreement, which
authorizes the Company and the Rights Agent, if the Company so directs, to
supplement or amend any provision of the Agreement without the approval of any
holders of the Company's Common Stock.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth the parties hereto agree as follows:
1. Section 1(a) of the Agreement is hereby amended and restated in
its entirety to read as follows:
(a) "Acquiring Person" shall mean any Person (as hereinafter
defined) who or which, together with all Affiliates and Associates (as
such terms are hereinafter defined) of such Person, shall be the
Beneficial Owner (as hereinafter defined) of 15% or more of the shares
of Common Stock then outstanding, but shall not include (i) the
Company, (ii) any Subsidiary (as hereinafter defined) of the Company,
(iii) any employee benefit plan of the Company or of any Subsidiary of
the Company, (iv) any Person organized, appointed or established by
the Company for or pursuant to the terms of any such plan, (v) any
Person who notifies the Board of Directors in writing within five days
after the acquisition making such Person the Beneficial Owner of 15%
or more of the shares of Common Stock then outstanding that such
acquisition was inadvertent, and who within two days after such
notification divests a sufficient number of shares of Common Stock
so that such Person is no longer the Beneficial Owner of 15% or more
of the shares of Common Stock then outstanding ("Inadvertent
Acquisition"), (vi) an underwriter that acquires such percentage of
the shares of Common Stock pursuant to a customary agreement in a
public offering of such Common Stock, or (vii) Philip Environmental
Inc., an Ontario, Canada corporation ("Philip"), or any Affiliate of
Philip, for so long as neither Philip nor
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any Affiliate of Philip is the Beneficial Owner of more than 5%
of the issued and outstanding capital stock of the Company other than
capital stock of the Company of which Philip or any Affiliate of
Philip is the Beneficial Owner soley by reason of the merger of ST
Acquisition Corporation, a Texas corporation and wholly-owned
subsidiary of Taro Aggregates Ltd., an Ontario, Canada corporation and
wholly-owned subsidiary of Philip ("Taro"), with and into the Company
under the terms of the Agreement and Plan of Merger dated March 5,
1997, by and among Philip, Taro, ST Acquisition Corporation and the
Company, as amended from time to time (the "Merger Agreement"). If any
of these exceptions to the definition of an Acquiring Person apply,
then the Person to whom the exception pertains shall not be an
Acquiring Person for any purpose under this Agreement, including,
without limitation, with respect to the definitions of Distribution
Date, Section 11(a)(ii) Event, Section 13 Event, Stock Acquisition
Date and Triggering Event.
Notwithstanding any provision of this Agreement to the contrary,
(1) no Distribution Date, Section 11(a)(ii) Event, Section 13 Event,
Stock Acquisition Date or Triggering Event shall be deemed to have
occurred, (2) neither Philip nor any Affiliate of Philip shall be
deemed to have become an Acquiring Person, and (3) no holder of Rights
shall be entitled to exercise such Rights under, or be entitled to any
other rights pursuant to, this Agreement or any Rights issued
hereunder soley by reason of (y) the approval, execution, delivery or
performance of the Merger Agreement or (z) the consummation of the
transactions contemplated by the Merger Agreement, including the
Merger (as defined in the Merger Agreement); provided, however, that
in the event Philip or any Affiliate of Philip becomes the Beneficial
Owner after the date hereof of any shares of Common Stock in any
manner other than as set forth in Section 1(a)(vii) above, the
provisions of this sentence (other than this proviso) shall not be
applicable; and provided, further, that, notwithstanding Section 26 of
this Agreement and except to the extent that any supplement or
amendment to this Agreement would constitute a material breach of the
Merger Agreement, any supplement or amendment to this Agreement can,
in the Company's discretion, have retroactive effect with respect to
Philip and its Affiliates, regardless of whether Philip and its
Affiliates consent, and regardless of whether the supplement or
amendment has an adverse affect on Philip or its Affiliates.
2. Except as specifically provided herein, the Agreement shall
continue in full force and effect in accordance with its terms without
amendment or modification.
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IN WITNESS WHEREOF, the undersigned parties hereby execute this
Amendment on this 5th day of March, 1997, and agree to be bound by this
Amendment effective immediately after the execution of the Merger Agreement.
ATTEST: SERV-TECH, INC.
By: /s/ FRANK PERRONE By: /s/ DAVID P. TUSA
Name: Frank Perrone Name: David P. Tusa
Title: Secretary Title: Senior Vice President
ATTEST: AMERICAN STOCK TRANSFER
& TRUST COMPANY
By: /s/ SUSAN SILBER By: /s/ HERBERT J. LEMMER
Name: Susan Silber Name: Herbert J. Lemmer
Title: Assistant Secretary Title: Vice President
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