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As filed with the Securities and Exchange Commission on September 2, 1999
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
to
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12 (b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
General Surgical Innovations, Inc.
(Exact name of registrant as specified in its charter)
California 97-3170244
(State of incorporation or organization) (IRS Employer
Identification No.)
10460 Bubb Road, Cupertino, California 95014
(Address of Principal Executive Offices, including 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 None
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Share Purchase Rights
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(Title of Class)
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This Amendment No. 1 amends the Registrant's Registration Statement
on Form 8-A as filed with the Securities and Exchange Commission on May 13,
1997 (the "REGISTRATION STATEMENT"), which was filed in connection with the
Registrant's adoption of a Preferred Shares Rights Agreement.
This Amendment No. 1 to the Registration Statement is being filed in
order to amend Item 1 of the Registration Statement and to include as an
exhibit to the Registration Statement the First Amendment to Rights Agreement
dated as of August 23, 1999, between the Registrant and the US Stock Transfer
Corporation. Except as amended hereby, there are no other changes to the
Registration Statement.
Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Item 1 of the Registration Statement is hereby amended by
adding the following paragraph at the end of Item 1 of the Registration
Statement:
On August 23, 1999, General Surgical Innovations, Inc. (the
"Company") amended the Preferred Shares Rights Agreement dated as of May 9,
1997 (the "Rights Agreement") by executing a First Amendment to Rights
Agreement (the "Amendment") between the Company and US Stock Transfer
Corporation. The Amendment provides that none of Tyco International Ltd., a
Bermuda corporation ("Guarantor"), General Acquisition Corp., a Nevada
corporation and a direct, wholly-owned subsidiary of Guarantor ("Parent"),
General Sub Acquisition Corp., a California corporation and a direct,
wholly-owned subsidiary of Parent ("Sub"), or any of their respective
subsidiaries, Affiliates or Associates is an Acquiring Person (as that term
is defined in the Rights Agreement) as a result of the execution of the
Agreement and Plan of Merger dated as of August 23, 1999 (the "Merger
Agreement"), or commencement or consummation of any of the transactions
contemplated by the Merger Agreement, including the Merger (as defined in the
Merger Agreement). The Amendment further provides that, despite the
occurrence of any of the events described above, neither a Distribution Date
(as defined in the Rights Agreement), a Section 13 Event (as defined in the
Rights Agreement), a Shares Acquisition Date (as defined in the Rights
Agreement), nor a Triggering Event (as defined in the Rights Agreement) will
occur solely by virtue of the approval, execution or delivery of the Merger
Agreement, or consummation of the transactions contemplated by the Merger
Agreement, including the Merger (as defined in the Merger Agreement) or any
public announcement of the foregoing.
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 4.1 and is incorporated herein by reference, and
to the Rights Agreement, which was attached as Exhibit 1 to the Registration
Statement and is incorporated herein by reference.
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Item 2. EXHIBITS
The following exhibits are filed as part of the Registration Statement:
1* Preferred Shares Rights Agreement dated as of May 9,
1997, between General Surgical Innovations, Inc. and
the US Stock Transfer Corporation, including the
Certificate of Determination of Rights, Preferences
and Privileges of Series A Participating Preferred
Stock, the form of Rights Certificate and the Summary
of Rights attached thereto as Exhibits A, B and C,
respectively.
4.1 First Amendment to Rights Agreement dated as of
August 23, 1999, between General Surgical
Innovations, Inc. and US Stock Transfer Corporation.
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* Previously filed with the Securities and Exchange
Commission on May 13, 1997.
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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 Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized.
Date: September 2, 1999 GENERAL SURGICAL INNOVATIONS, INC.
By: /s/ STEPHEN J. BONELLI
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Stephen J. Bonelli
Chief Financial Officer, Vice President of
Finance and Administration
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INDEX TO EXHIBITS
Exhibit No. Description
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1* Preferred Shares Rights Agreement dated as of May 9, 1997,
between General Surgical Innovations, Inc. and the US
Stock Transfer Corporation, including the Certificate of
Determination of Rights, Preferences and Privileges of
Series A Participating Preferred Stock, the form of Rights
Certificate and the Summary of Rights attached thereto as
Exhibits A, B and C, respectively.
4.1 First Amendment to Rights Agreement dated as of August 23,
1999, between General Surgical Innovations, Inc. and US
Stock Transfer Corporation.
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* Previously filed with the Securities and Exchange Commission on May
13, 1997.
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EXHIBIT 4.1
FIRST AMENDMENT TO RIGHTS AGREEMENT
This First Amendment to Rights Agreement dated as of August 23, 1999
(this "AMENDMENT"), to the Preferred Shares Rights Agreement dated as of May
9, 1997 (the "AGREEMENT"), is entered into by and between General Surgical
Innovations, Inc., a California corporation (the "COMPANY"), and The U.S.
Stock Transfer Corporation (the "RIGHTS AGENT").
Pursuant to Section 27 of the Agreement, this Amendment is being
executed by the Company and the Rights Agent for the purpose of amending the
Agreement as set forth below:
The Agreement is hereby amended as follows:
1. Section 1(a) shall be amended by inserting the following at
the end of Section 1(a):
"Notwithstanding the foregoing or any provision to the
contrary in this Agreement, none of Tyco International Ltd., a
Bermuda corporation ("GUARANTOR"), General Acquisition Corp.,
a Nevada corporation and a direct, wholly-owned subsidiary of
Guarantor ("PARENT"), General Sub Acquisition Corp., a
California corporation and a direct, wholly-owned subsidiary
of Parent ("SUB"), or any of their respective subsidiaries,
Affiliates or Associates is an Acquiring Person pursuant to
this Agreement solely by virtue of the approval, execution or
delivery of the Agreement and Plan of Merger of even date
herewith among Parent, Sub and the Company (the "MERGER
AGREEMENT"), consummation of the transactions contemplated by
the Merger Agreement, including the Merger (as defined in the
Merger Agreement) or any public announcement of the
foregoing."
2. Section 1(h) shall be amended by inserting the following at
the end of Section 1(h):
"Notwithstanding the foregoing or any provision to the
contrary in this Agreement, a Distribution Date shall not
occur solely by virtue of the approval, execution or delivery
of the Merger Agreement, consummation of the transactions
contemplated by the Merger Agreement, including the Merger (as
defined in the Merger Agreement) or any public announcement of
the foregoing."
3. Section 1(t) shall be amended by inserting the following at
the end of Section 1(t):
"Notwithstanding the foregoing or any provision to the
contrary in this Agreement, a Section 13 Event shall not occur
solely by virtue of the approval, execution or delivery of the
Merger Agreement, consummation of the transactions
contemplated by the Merger Agreement, including the Merger (as
defined in the Merger Agreement) or any public announcement of
the foregoing."
1
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4. Section 1(u) shall be amended by inserting the following at
the end of Section 1(u):
"Notwithstanding the foregoing or any provision to the
contrary in this Agreement, a Shares Acquisition Date shall
not occur solely by virtue of the approval, execution or
delivery of the Merger Agreement, consummation of the
transactions contemplated by the Merger Agreement, including
the Merger (as defined in the Merger Agreement) or any public
announcement of the foregoing."
5. Section 1(y) shall be amended by inserting the following at
the end of Section 1(y):
"Notwithstanding the foregoing or any provision to the
contrary in this Agreement, a Triggering Event shall not occur
solely by virtue of the approval, execution or delivery of the
Merger Agreement, consummation of the transactions
contemplated by the Merger Agreement, including the Merger (as
defined in the Merger Agreement) or any public announcement of
the foregoing."
6. This Amendment shall be deemed to be entered into under the
laws of the State of California and for all purposes shall be
governed by and construed in accordance with the laws of such
State applicable to contracts to be made and performed
entirely within such State.
7. 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.
8. As amended hereby, the Agreement shall remain in full force
and effect.
[SIGNATURE PAGE FOLLOWS]
2
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The parties have duly executed this First Amendment to Rights
Agreement as of the day and year first written above.
THE "COMPANY"
GENERAL SURGICAL INNOVATIONS, INC.
By: /s/ STEPHEN J. BONELLI
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Title: Chief Financial Officer
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Vice President of Finance and Administration
Attest: /s/ MARK B. WEEKS
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THE "RIGHTS AGENT"
THE U.S. STOCK TRANSFER CORPORATION
By: /s/ WILLIAM GARZA
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Signature of Authorized Signatory
Title: Assistant Vice President
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