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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
THE PEAK TECHNOLOGIES GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-20078 22-3028807
(State of incorporation (Commission File (IRS Employer
or organization) Number) Identification No.)
600 Madison Avenue, New York, NY 10022
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act: None
Title of each class Name of each exchange on which
to be so registered: each class is to be registered
None None
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Share Purchase Rights
(Title of Class)
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The registrant hereby amends Item 1 of its Registration Statement on
Form 8-A, dated March 31, 1997, by adding the information set forth below. The
registrant also amends Item 2 by adding the First Amendment to the Rights
Agreement as Exhibit 2.
Item 1. Description of Registrant's Securities to be Registered.
Amendment to the Rights Agreement
On April 23, 1997, Moore U.S.A. Inc. ("Moore"), Kirkwood Acquisition
Corp., a wholly-owned subsidiary of Moore ("Sub"), and the Company entered into
an Agreement and Plan of Merger, dated as of April 23, 1997 (the "Merger
Agreement"), providing, among other things, for the merger (the "Merger") of Sub
with and into the Company whereupon the Company will become a wholly-owned
subsidiary of Moore.
In connection with the Merger Agreement, the Company and ChaseMellon
Shareholder Services, as Rights Agent, entered into the First Amendment (the
"Amendment") to the Rights Agreement, dated as of April 23, 1997. The Amendment
provides, among other things, that (A) none of the approval, execution or
delivery of the Merger Agreement or the consummation of the Merger and the other
transactions contemplated thereby will cause (i) Moore or Sub or any of their
affiliates or associates to be deemed an Acquiring Person, (ii) a Share
Acquisition Date to occur or (iii) a Distribution Date to occur and (B) the
Rights shall expire immediately prior to the effective time of the Merger.
A copy of the Amendment is available free of charge from the Company.
This summary description of the Amendment does not purport to be complete and is
qualified in its entirety by reference to the Amendment, which is hereby
incorporated herein by reference.
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Item 2. Exhibits
Exhibit No. Description
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*(1) Rights Agreement between the Company and ChaseMellon
Shareholder Services, as Rights Agent, dated as of March 28,
1996 which includes as Exhibit A the Form of Right
Certificate. Pursuant to the Rights Agreement, Right
Certificates will not be mailed until as soon as practicable
after the earlier of the twentieth business day following
announcement that a person or group has acquired beneficial
ownership of 20% or more of the Common Shares or the twentieth
business day after a person commences or announces its
intention to commence an offer the consummation of which would
result in a person beneficially owning 20% or more of the
Common Shares.
(2) First Amendment to the Rights Agreement, dated as of April 23,
1997, between the Company and ChaseMellon Shareholder
Services, as Rights Agent (filed as Exhibit 10 to the
Company's Current Report on Form 8-K filed on April 24, 1997).
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* Previously filed as an exhibit to the Registration Statement.
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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.
THE PEAK TECHNOLOGIES GROUP, INC.
Date: April 25, 1997 By: /s/ Edward A. Stevens
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Name: Edward A. Stevens
Title: Executive Vice President,
Chief Financial Officer,
Chief Accounting Officer,
Director
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EXHIBIT INDEX
Exhibit Page No.
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*1. Rights Agreement between the Company and ChaseMellon
Shareholder Services, as Rights Agent, dated as of
March 28, 1997 which includes as Exhibit A the Form of
Right Certificate. Pursuant to the Rights Agreement,
Right Certificates will not be mailed until as soon as
practicable after the earlier of the twentieth business
day following announcement that a person or group has
acquired beneficial ownership of 20% or more of the
Common Shares or the twentieth business day after a
person commences or announces its intention to commence
an offer the consummation of which would result in a
person beneficially owning 20% or more of the Common Shares.
2. First Amendment to the Rights Agreement, dated as of
April 23, 1997, between the Company and ChaseMellon
Shareholder Services, as Rights Agent (filed as Exhibit
10 to the Company's Current Report on Form 8-K filed on
April 24, 1997).
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* Previously filed as an exhibit to the Registration Statement.
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