SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
(Amendment No. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
FISHER SCIENTIFIC INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
Delaware 02-0451017
(State of incorporation or organization) (IRS Employer
Identification No.)
Liberty Lane, Hampton, New Hampshire 03842
(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
Preferred Share Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)<PAGE>
Item 1. Description of Securities To Be Registered.
On August 7, 1997, Fisher Scientific International
Inc., a Delaware corporation (the "Company") entered into an
Agreement and Plan of Merger (the "Merger Agreement") with
FSI Merger Corp., a Delaware corporation ("FSI"). The Merger
Agreement contemplates, among other things, the merger of FSI
with and into the Company (the "Merger"). In connection with
the Merger Agreement, the Board of Directors of the Company
approved a First Amendment, dated as of August 7, 1997 (the
"First Amendment"), to the Rights Agreement, dated as of June
9, 1997 (as amended, the "Rights Agreement" (except where the
context otherwise requires)), between the Company and
Chemical Mellon Shareholder Services, L.L.C., as Rights Agent
(the "Rights Agent"). The First Amendment provided, among
other things, that FSI and its Affiliates (as defined in the
Rights Agreement) would not be deemed an Acquiring Person (as
such term is defined in the Rights Agreement).
The following is a description of the Company's
Rights Agreement, as amended.
On June 9, 1997, the Board of Directors of
the Company declared a dividend of one preferred share
purchase right (a "Right") for each outstanding share of
common stock, par value $0.01 per share (the "Common Shares"),
of the Company. The dividend was payable on June 19, 1997
(the "Record Date") to the stockholders of record on that date.
Each Right entitles the registered holder to purchase from
the Company one one-hundredth of a share of Series A Junior
Participating Preferred Stock, without par value (the "Preferred
Shares"), of the Company at a price of $190 per one one-
hundredth of a Preferred Share (the "Purchase Price"), subject
to adjustment. The description and terms of the Rights are set
forth in a Rights Agreement (the "Rights Agreement") between the
Company and the Rights Agent.
Until the earlier to occur of (i) 10 days following
a public announcement that a person or group of affiliated or
associated persons (other than FSI and its Affiliates) (an
"Acquiring Person") have acquired beneficial ownership of 15%
or more of the outstanding Common Shares or (ii) 10 business
days (or such later date as may be determined by action of
the Board of Directors prior to such time as any person or
group of affiliated persons becomes an Acquiring Person)
following the commencement of, or announcement of an
intention to make, a tender offer or exchange offer the
consummation of which would result in the beneficial
ownership by a person or group of 15% or more of the out-
standing Common Shares (the earlier of such dates being
called the "Distribution Date"), the Rights will be evi-
denced, with respect to any of the Common Share certificates
-2-<PAGE>
outstanding as of the Record Date, by such Common Share cer-
tificate with a copy of this Summary of Rights attached
thereto.
The Rights Agreement provides that, until the Dis-
tribution Date (or earlier redemption or expiration of the
Rights), the Rights will be transferred with and only with
the Common Shares. Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Share
certificates issued after the Record Date upon transfer or
new issuance of Common Shares will contain a notation incor-
porating the Rights Agreement by reference. Until the Dis-
tribution Date (or earlier redemption or expiration of the
Rights), the surrender for transfer of any certificates for
Common Shares outstanding as of the Record Date, even without
such notation or a copy of this Summary of Rights being at-
tached thereto, will also constitute the transfer of the
Rights associated with the Common Shares represented by such
certificate. As soon as practicable following the Distribu-
tion Date, separate certificates evidencing the Rights
("Right Certificates") will be mailed to holders of record of
the Common Shares as of the close of business on the Distri-
bution Date and such separate Right Certificates alone will
evidence the Rights.
The Rights are not exercisable until the Distribu-
tion Date. The Rights will expire on the earlier of June 8,
2007 and immediately prior to the Effective Time (as defined
in the Merger Agreement) (the "Final Expiration Date"),
unless the Final Expiration Date is extended or unless the
Rights are earlier redeemed or exchanged by the Company, in
each case, as described below.
The Purchase Price payable, and the number of Pre-
ferred Shares or other securities or property 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
Preferred Shares, (ii) upon the grant to holders of the Pre-
ferred Shares of certain rights or warrants to subscribe for
or purchase Preferred Shares at a price, or securities con-
vertible into Preferred Shares with a conversion price, less
than the then-current market price of the Preferred Shares or
(iii) upon the distribution to holders of the Preferred
Shares of evidences of indebtedness or assets (excluding reg-
ular periodic cash dividends paid out of earnings or retained
earnings or dividends payable in Preferred Shares) or of sub-
scription rights or warrants (other than those referred to
above).
The number of outstanding Rights and the number of
one one-hundredths of a Preferred Share issuable upon exer-
cise of each Right are also subject to adjustment in the
-3-<PAGE>
event of a stock split of the Common Shares or a stock divi-
dend on the Common Shares payable in Common Shares or subdi-
visions, consolidations or combinations of the Common Shares
occurring, in any such case, prior to the Distribution Date.
Preferred Shares purchasable upon exercise of the
Rights will not be redeemable. Each Preferred Share will be
entitled to a minimum preferential quarterly dividend payment
of $1 per share but will be entitled to an aggregate dividend
of 100 times the dividend declared per Common Share. In the
event of liquidation, the holders of the Preferred Shares
will be entitled to a minimum preferential liquidation pay-
ment of $100 per share but will be entitled to an aggregate
payment of 100 times the payment made per Common Share. Each
Preferred Share will have 100 votes, voting together with the
Common Shares. Finally, in the event of any merger, con-
solidation or other transaction in which Common Shares are
exchanged, each Preferred Share will be entitled to receive
100 times the amount received per Common Share. These rights
are protected by customary antidilution provisions.
Because of the nature of the Preferred Shares' div-
idend, liquidation and voting rights, the value of the one
one-hundredth interest in a Preferred Share purchasable upon
exercise of each Right should approximate the value of one
Common Share.
In the event that the Company is acquired in a
merger or other business combination transaction or 50% or
more of its consolidated assets or earning power are sold
after a person or group has become an Acquiring Person,
proper provision will be made so that each holder of a Right
will thereafter have the right to receive, upon the exercise
thereof at the then current exercise price of the Right, that
number of shares of common stock of the acquiring company
which at the time of such transaction will have a market
value of two times the exercise price of the Right. In the
event that any person or group of affiliated or associated
persons becomes an Acquiring Person, proper provision shall
be made so that each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will there-
after be void), will thereafter have the right to receive
upon exercise that number of Common Shares having a market
value of two times the exercise price of the Right.
At any time after any person or group becomes an
Acquiring Person and prior to the acquisition by such person
or group of 50% or more of the outstanding Common Shares, the
Board of Directors of the Company may exchange the Rights
(other than Rights owned by such person or group which will
have become void), in whole or in part, at an exchange ratio
of one Common Share, or one one-hundredth of a Preferred
Share (or of a share of a class or series of the Company's
-4-<PAGE>
preferred stock having equivalent rights, preferences and
privileges), per Right (subject to adjustment).
With certain exceptions, no adjustment in the Pur-
chase Price will be required until cumulative adjustments
require an adjustment of at least 1% in such Purchase Price.
No fractional Preferred Shares will be issued (other than
fractions which are integral multiples of one one-hundredth
of a Preferred Share, which may, at the election of the Com-
pany, be evidenced by depositary receipts) and in lieu there-
of, an adjustment in cash will be made based on the market
price of the Preferred Shares on the last trading day prior
to the date of exercise.
At any time prior to the acquisition by a person or
group of affiliated or associated persons (other than FSI and
its Affiliates) of beneficial ownership of 15% or more of the
outstanding Common Shares, the Board of Directors of the
Company may redeem the Rights in whole, but not in part, at a
price of $.01 per Right (the "Redemption Price"). The
redemption of the Rights may be made effective at such time
on such basis with such conditions as the Board of Directors
in its sole discretion may establish. Immediately upon any
redemption of the Rights, the right to exercise the Rights
will terminate and the only right of the holders of Rights
will be to receive the Redemption Price.
The terms of the Rights may be amended by the Board
of Directors of the Company without the consent of the hold-
ers of the Rights, including an amendment to lower certain
thresholds described above to not less than the greater of
(i) the sum of .001% and the largest percentage of the out-
standing Common Shares then known to the Company to be ben-
eficially owned by any person or group of affiliated or
associated persons and (ii) 10%, except that from and after
such time as any person or group of affiliated or associated
persons becomes an Acquiring Person no such amendment may ad-
versely affect the interests of the holders of the Rights.
Until a Right is exercised, the holder thereof, as
such, will have no rights as a stockholder of the Company,
including, without limitation, the right to vote or to re-
ceive dividends.
The Rights Agreement, dated as of June 9, 1997
between the Company and ChaseMellon Shareholder Services,
L.L.C., as Rights Agent, pursuant to which the Rights were
issued, is filed as Exhibit 1.1 to the Company's Registration
Statement on Form 8-A, dated June 9, 1997. The First
Amendment is attached as Exhibit 1.2 to this Amendment No. 1
to Form 8-A. The foregoing summary of the Rights does not
purport to be complete and is qualified in its entirety by
reference to such exhibits, which are hereby incorporated
herein by this reference in their entirety.
-5-<PAGE>
Item 2. Exhibits.
1.1 Rights Agreement, dated as of June 9, 1997,
between Fisher Scientific International Inc.
and ChaseMellon Shareholder Services, L.L.C.,
as Rights Agent, which includes the form of
Right Certificate as Exhibit A and the Summary
of Rights to Purchase Common Shares as Exhibit
B (incorporated by reference to the Company's
Registration Statement on Form 8-A dated June
9, 1997.
1.2 First Amendment to Rights Agreement, dated as
of August 7, 1997, between Fisher Scientific
International Inc. and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent (filed
herewith).
-6-<PAGE>
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, thereunto duly authorized.
Dated: August 8, 1997
FISHER SCIENTIFIC INTERNATIONAL INC.
By: /s/ Paul M. Meister
Name: Paul M. Meister
Title: Senior Vice President
and Chief Financial
Officer
-7-<PAGE>
INDEX TO EXHIBITS
1.1 Rights Agreement, dated as of June 9, 1997,
between Fisher Scientific International Inc. and
ChaseMellon Shareholder Services, L.L.C., as
Rights Agent, which includes the form of Right
Certificate as Exhibit A and the Summary of
Rights to Purchase Common Shares as Exhibit B
(incorporated by reference to the Company's
Registration Statement on Form 8-A dated June 9,
1997.
1.2 First Amendment to Rights Agreement, dated as of
August 7, 1997, between Fisher Scientific
International Inc. and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent (filed
herewith).
FIRST AMENDMENT TO RIGHTS AGREEMENT
This First Amendment (the "Amendment"), dated as of
this 7th day of August, 1997, amends the Rights Agreement (the
"Rights Agreement"), dated as of June 9, 1997, between Fisher
Scientific International Inc., a Delaware corporation (the
"Company"), and ChaseMellon Shareholder Services, L.L.C., as
Rights Agent (the "Rights Agent"). All terms not otherwise
defined herein shall have the meaning given such terms in the
Rights Agreement.
WHEREAS, the Board of Directors of the Company has
approved and adopted an Agreement and Plan of Merger (the
"Merger Agreement"), dated as of August 7, 1997, by and between
FSI Merger Corp., a Delaware corporation, and the Company;
WHEREAS, the Merger Agreement contemplates certain
amendments to the Rights Agreement; and
WHEREAS, pursuant to Section 27 of the Rights Agree-
ment, the Company may, subject to certain limitations, amend
the Rights Agreement without the approval of any holders of
Right Certificates.
NOW, THEREFORE, in consideration of the foregoing and
the mutual agreements set forth herein, the Company and the
Rights Agent hereby agree as follows:
1. Amendment.
(a) Section 1(a) of the Rights Agreement is hereby
amended by adding the following at the end of the first sen-
tence thereof:
", or FSI Merger Corp. a Delaware corporation
("FSI"), or any Affiliate of FSI, provided,
however, that for purposes of this Agreement,
Associates of FSI or its Affiliates shall not
be deemed to beneficially own any shares of
Common Stock which are beneficially owned by
FSI or its Affiliates".
(b) Clause (ii) of Section 3(a) of the
Rights Agreement is hereby amended by adding the fol-
lowing to the end of each of the second and third par-
enthetical clauses therein:
", or FSI or any Affiliate or Associate of
FSI".<PAGE>
(c) Clause (i) of Section 7(a) of the Rights Agree-
ment is hereby amended to read in its entirety as follows:
"(i) the earlier of the Close of Business on June 8,
2007 and immediately prior to the Effective Time (as
defined in the Agreement and Plan of Merger, dated as
of August 7, 1997, by and between FSI and the Company
(the "Merger Agreement")) (the "Final Expiration
Date"),".
(d) Clause (iv) of Section 25(a) of the Rights
Agreement is hereby amended by adding the following at the end
thereof:
"other than pursuant to the Merger Agreement,".
2. Miscellaneous.
(a) Choice of Law. 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 and construed in ac-
cordance with the laws of such State applicable to contracts to
be made and performed entirely within such State.
(b) Counterparts. This Amendment may be executed in
one or more counterparts, each of which shall be deemed to be
an original, but all of which together shall constitute one and
the same instrument.
(c) Severability. If any term or provision of this
Amendment is held by a court of competent jurisdiction or other
authority to be invalid, void or unenforceable, the remainder
of the terms and provisions of this Amendment shall in no way
be affected, impaired or invalidated.
(d) Existing Terms. The existing terms and condi-
tions of the Rights Agreement shall remain in full force and
effect except as such terms and conditions are specifically
amended or conflict with the terms of this Amendment.
(e) Effective Date. This Amendment shall be effec-
tive on the date hereof, provided, however, that if the Merger
Agreement is terminated in accordance with its terms, then this
Amendment shall immediately and without any further action by
the Company, the Rights Agent or any other Person, be rescinded
in full and the Rights Agreement shall immediately, and without
any further action by the Company, the Rights Agent or any
other Person, be reinstated to its terms and conditions as in
effect prior to the execution hereof by the Company and the
Rights Agent.
- 2 -<PAGE>
IN WITNESS WHEREOF, each of the parties hereto has
caused this Amendment to be executed and delivered by its duly
authorized officer on the day and year first above written.
FISHER SCIENTIFIC
Attest: INTERNATIONAL INC.
By /s/ Todd DuChene By /s/ Paul M. Meister
Name: Todd DuChene Name: Paul M. Meister
Title: Secretary Title: Senior Vice
President and Chief
Financial Officer
Attest: CHASEMELLON SHAREHOLDER
SERVICES, L.L.C.
By /s/ Kathryn M. Gallagher By /s/ Marilyn Spisak
Name: Kathryn M. Gallagher Name: Marilyn Spisak
Title: Assistant Vice Title: Vice President
President
- 3 -
