<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
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
ALLIANT TECHSYSTEMS INC.
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(Exact name of registrant as specified in its charter)
Delaware 41-1672694
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(State of incorporation or organization) (IRS Employer
Identification No.)
600 Second Street N.E., Hopkins, Minnesota 55343-8384
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(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the registrant
registration of a class of of a of securities pursuant
securities pursuant to Section to Section 12(g) of the Exchange Act and
12(b) of the Exchange Act and is effective pursuant to General
is effective pursuant to Instruction A.(d), please check the
General Instruction A.(c), please following box. / /
check the following box./X/
Securities Act registration file number to which this form relates, (if
applicable): 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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Preferred Share Purchase Rights New York Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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Title of class
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ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
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On March 16, 1999, the Board of Directors of Alliant Techsystems Inc. (the
"Company") approved the Third Amendment, dated as of March 16, 1999 (the
"Amendment"), to the Rights Agreement, dated as of September 28, 1990, as
amended (the "Rights Agreement"), between the Company and The Chase Manhattan
Bank (successor to Chemical Bank and Manufacturers Hanover Trust Company), as
Rights Agent. The Company amended the Rights Agreement to increase the exercise
price of the Rights to $120.00 per one one-hundredth of a Preferred Share,
subject to the adjustment.
The foregoing description of the Amendment is qualified in its entirety by
reference to the full text of the Amendment, which is attached hereto as Exhibit
4 and incorporated herein by this reference. A summary description of the Rights
is set forth in Exhibit C to the Rights Agreement.
ITEM 2. EXHIBITS.
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Exhibit
Number Exhibit
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4 Third Amendment, dated as of March 16, 1999, to the
Rights Agreement
99 Text of News Release, dated March 18, 1999
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.
ALLIANT TECHSYSTEMS INC.
By: /s/CHARLES H. GAUCK
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Name: Charles H. Gauck
Title: Vice President and
Secretary
Dated: March 23, 1999
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ALLIANT TECHSYSTEMS INC.
FORM 8-A/A
EXHIBIT INDEX
The following exhibits are filed herewith electronically or incorporated herein
by reference. The applicable Securities and Exchange Commission File Number is
1-10582.
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit Method of Filing
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<S> <C>
4 Third Amendment, dated as of March 16, Filed herewith
1999, to the Rights Agreement.................... electronically
99 Text of News Release, dated March 18, Filed herewith
1999............................................. electronically
</TABLE>
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Exhibit 4
THIRD AMENDMENT TO RIGHTS AGREEMENT
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Third Amendment, dated as of March 16, 1999 ("Amendment"), to the Rights
Agreement, dated as of September 28, 1990, as amended (the "Rights Agreement"),
between Alliant Techsystems Inc., a Delaware corporation (the "Company"), and
The Chase Manhattan Bank (formerly known as Chemical Bank, successor by merger
to Manufacturers Hanover Trust Company) (the "Rights Agent").
Pursuant to Section 26 of the Rights Agreement, the Company desires to
amend the Rights Agreement as set forth in this Amendment.
NOW THEREFORE, in consideration of the premises and mutual agreement herein
set forth, the parties hereby agree as follows:
1. The first full paragraph (following the legend) of Exhibit B to the
Rights Agreement is hereby amended to read in its entirety as follows:
"This certifies that , or registered assigns, is the registered owner
of the number of Rights set forth above, each of which entitles the
owner thereof, subject to the terms, provisions and conditions of the
Rights Agreement, dated as of September 28, 1990, as amended (the
"Agreement"), by and between Alliant Techsystems Inc., a Delaware
corporation (the "Company"), and The Chase Manhattan Bank (formerly
known as Chemical Bank, successor by merger to Manufacturers Hanover
Trust Company) (the "Rights Agent"), to purchase from the Company at
any time prior to 5:00 P.M. (Minneapolis time) on September 28, 2000
at the office or offices of the Rights Agent designated for such
purpose, or its successors as Rights Agent, one one-hundredth of a
fully paid, non-assessable share of Series A Junior Participating
Preferred Stock (the "Preferred Stock") of the Company, at a purchase
price of $120.00 per one-hundredth of a share (the "Purchase Price"),
upon presentation and surrender of this Rights Certificate with the
Form of Election to Purchase and related Certificate duly executed.
The number of Rights evidenced by this Rights Certificate (and the
number of shares that may be purchased upon exercise thereof) set
forth above, and the Purchase Price per share set forth above, are the
number and Purchase Price as of March 16, 1999, based on the Preferred
Stock as constituted at such date. The Company reserves the right to
require prior to the occurrence of a Triggering Event (as such term is
defined in the Rights Agreement) that a number of Rights
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be exercised so that only whole shares of Preferred Stock will be
issued."
2. Section 18(a) of the Rights Agreement is hereby amended to add the
following sentence to the end thereof:
"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."
3. The Rights Agreement shall not otherwise be supplemented or amended by
virtue of this Amendment, but shall remain in full force and effect.
4. Terms used without other definition in this Amendment shall be used as
defined in the Rights Agreement.
5. This Amendment shall be deemed to be a contract made under the laws of
the State of Delaware and for all purposes shall be governed by and construed in
accordance with the laws of the State of Delaware applicable to contracts to be
made and performed entirely within the State of Delaware.
6. This Amendment 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.
7. This Amendment shall be effective as of the close of business on March
16, 1999, as if executed on such date, 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.
8. Exhibits B and C to the Rights Agreement shall be amended in a manner
consistent with this Amendment.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.
Attest: ALLIANT TECHSYSTEMS INC.
By: /S/CHARLES H. GAUCK By: /S/DARYL L. ZIMMER
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Name: Charles H. Gauck Name: Daryl L. Zimmer
Title: Secretary Title: Vice President
Attest: THE CHASE MANHATTAN BANK
By: /S/JAMES E. HAGAN By: /S/MICHAEL A. NESPOLI
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Name: James E. Hagan Name: Michael A. Nespoli
Title: Vice President Title: Vice President
<PAGE>
Exhibit 99
FOR IMMEDIATE RELEASE
MEDIA CONTACT: INVESTOR CONTACT:
ROD BITZ RICHARD N. JOWETT
PHONE: 612-931-5413 PHONE: 612-931-6080
E-MAIL: [email protected] E-MAIL: [email protected]
ALLIANT TECHSYSTEMS BOARD OF DIRECTORS
APPROVES AMENDMENT TO STOCKHOLDER RIGHTS PLAN
MINNEAPOLIS, MARCH 18, 1999 - Alliant Techsystems (NYSE: ATK) said its
board of directors has approved an amendment to the company's stockholder rights
plan that will increase the exercise price for the rights issued pursuant to the
plan.
The stockholder rights plan, which was originally adopted in September
1990, provides stockholders the right to purchase in certain circumstances a
fractional share of preferred stock, subject to adjustment. The exercise price
per right was established at $80, based upon prevailing market prices at the
time the plan was adopted. The amendment to the plan, which was approved
unanimously by the board of directors, increases the exercise price to $120 in
recognition of the substantial increase in the company's stock price since the
plan was adopted. No other significant amendments were made to the plan, and the
rights currently cannot be exercised.
Paul Miller, chairman and chief executive officer, said the action was
taken after careful study, and is not in response to any pending takeover or
proposed change in control of the company.
"Since 1990, the market price of Alliant's common shares has increased
significantly, and further increases may impair the effectiveness of the
stockholder rights plan," said Miller. "The board of directors believes that
this amendment is appropriate to continue to protect the company and its
stockholders from potentially coercive takeover practices or takeover bids that
are inconsistent with the interests of the company and its stockholders."
Alliant Techsystems is a $1.1 billion aerospace and defense company
with approximately 6,300 employees. Headquartered in Hopkins, Minn., the
company's business groups are Conventional Munitions, Space and Strategic
Systems, and Defense Systems. Company news and information can be found on the
Internet at www.atk.com.
