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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A-1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO
SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
ASECO CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 04-2816806
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(State of incorporation or organization) (IRS Employer
Identification No.)
500 Donald Lynch Blvd., Marlborough, MA 01752
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(Address of principal executive offices) (Zip Code)
If this Form relates to If this Form relates to the
the registration of a registration of a class of debt
class of debt securities securities and is to become
and is effective upon effective simultaneously with
filing pursuant to General the effectiveness of a concurrent
Instruction A(c)(1)please registration statement under the
check the following box. [ ] Securities Act of 1933 pursuant
to General Instruction A(c)(2)
please check the following
box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
NONE
(Name of each exchange on which each class is to be registered):
Securities to be registered pursuant to Section 12(g) of the Act:
JUNIOR PREFERRED STOCK PURCHASE RIGHTS
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(Title of each class to be so registered)
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Item 1. Description of Registrant's Securities to be Registered
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On August 15, 1996, the Board of Directors (the "Board") of Aseco
Corporation (the "Company") declared a dividend of one purchase right ("Right")
for every outstanding share of the Company's common stock, $.01 par value (the
"Common Stock"). The Rights will be distributed to holders of record of the
Common Stock as of the close of business on August 22, 1996 (the "Dividend
Record Date"). The terms of the Rights are set forth in a Rights Agreement
dated as of August 15, 1996 (the "Rights Agreement") between the Company and
State Street Bank and Trust Company (the "Rights Agent"). The Rights Agreement
provides for the issuance of one Right for every share of Common Stock issued
and outstanding on the Dividend Record Date and for each share of Common Stock
which is issued or sold after that date and prior to the Distribution Date (as
defined below).
Each Right entitles the holder to purchase from the Company one one-
thousandth of a share of Series A Junior Preferred Stock, $.01 par value, of the
Company (the "Junior Preferred Stock"), at a price of $55 per one one-thousandth
of a share, subject to adjustments in certain events. The Rights will expire on
August 15, 2006 (the "Expiration Date"), or upon the earlier redemption of the
Rights, and are not exercisable until the Distribution Date.
No separate Rights certificates will be issued at the present time. Until
the Distribution Date (or earlier redemption or expiration of the Rights), (i)
the Rights will be evidenced by the outstanding Common Stock certificates and
will be transferred with and only with the Common Stock certificates, (ii) new
Common Stock certificates issued after the Dividend Record Date upon transfer or
new issuance of the Common Stock will contain a notation incorporating the
Rights Agreement by reference and (iii) the surrender for transfer of any Common
Stock certificate will also constitute the transfer of the Rights associated
with the Common Stock represented by such certificate.
The Rights will separate from the Common Stock on the Distribution Date.
Unless otherwise determined by a majority of the Continuing Directors (as
defined below) then in office, the Distribution Date (the "Distribution Date")
will occur on the earlier of (i) the tenth day following the date of a public
announcement that a person, together with its affiliates and associates, except
as described below, has acquired or obtained the rights to acquire beneficial
ownership of 15% or more of the outstanding shares of Common Stock
(collectively, an "Acquiring Person") (such date is referred to herein as the
"Shares Acquisition Date") or (ii) the tenth day following commencement of a
tender offer or exchange offer that would result in any person, together with
its affiliates and associates, owning 30% or more of the outstanding Common
Stock. After the Distribution
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Date, separate certificates evidencing the Rights ("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 such separate Rights Certificates alone
will evidence the Rights. The Board, by action of the Continuing Directors, may
delay the distribution of the Certificates. The term "Continuing Directors"
means (i) any member of the Company's Board of Directors who is not an Acquiring
Person, or an affiliate, associate or representative of an Acquiring Person, or
(ii) any person who subsequently becomes a member of the Board, who is not an
Acquiring Person or an affiliate, associate or representative of an Acquiring
Person, if such person's nomination for election or election to the Board is
recommended or approved by a majority of Continuing Directors.
If, at any time after August 15, 1996, any person or group of affiliated or
associated persons (other than the Company and its affiliates) shall become an
Acquiring Person, each holder of a Right will have the right to receive shares
of Common Stock (or, in certain circumstances, cash, property or other
securities of the Company) having a market value of two times the exercise price
of the Right. Following the occurrence of any such event, any Rights that are,
or (under certain circumstances specified in the Rights Agreement) were,
beneficially owned by any Acquiring Person shall immediately become null and
void. Also, if the Company were acquired in a merger or other business
combination, or if more than 50% of its assets or earning power were sold, each
holder of a Right would have the right to exercise such Right and thereby
receive common stock of the acquiring company with a market value of two times
the exercise price of the Right.
The Board may, at its option, at any time after any person becomes an
Acquiring Person, exchange all or part of the then outstanding and exercisable
Rights for shares of Common Stock at an exchange ratio of one share of Common
Stock per Right, appropriately adjusted to reflect any stock split, stock
dividend or similar transaction occurring after August 15, 1996 (as the same may
be adjusted, the "Exchange Ratio"). The Board however, may not effect an
exchange at any time after any person (other than (i) the Company, (ii) any
subsidiary of the Company, (ii) any employee benefit plan of the Company or of
any subsidiary of the Company or (iv) any entity holding Common Stock for or
pursuant to the terms of any such plan), together with all affiliates of such
person, becomes the beneficial owner of 50% or more of the Common Stock then
outstanding. Immediately upon the action of the Board ordering the exchange of
any Rights and without any further action and without any notice, the right to
exercise such Rights will terminate and the only right thereafter of a holder of
such Rights will be to receive that number of shares of Common Stock equal to
the number of such Rights held by the holder multiplied by the Exchange Ratio.
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The exercise price of the Rights, and the number of one one-thousandths of
a share of Junior Preferred Stock 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 Junior Preferred Stock, (ii) upon the grant to
holders of the Junior Preferred Stock of certain rights or warrants to subscribe
for shares of the Junior Preferred Stock or certain convertible securities at
less than the current market price of the Junior Preferred Stock, or (iii) upon
the distribution to holders of the Junior Preferred Stock of evidences of
indebtedness or assets (excluding cash dividends paid out of the earnings or
retained earnings of the Company and certain other distributions) or of
subscription rights, or warrants (other than those referred to above).
At any time prior to the tenth day (or such later date as may be determined
by a majority of the Continuing Directors) after the Shares Acquisition Date,
the Company, by a majority vote of the Continuing Directors, may redeem the
Rights at a redemption price of $.01 per Right, subject to adjustment in certain
events (as the same may be adjusted, the "Redemption Price"). Immediately upon
the action of the Continuing Directors electing to redeem 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.
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 receive dividends.
The Rights Agreement may be amended by the Board at any time prior to the
Distribution Date without the approval of the holders of the Rights. From and
after the Distribution Date, the Rights Agreement may be amended by the Board
without the approval of the holders of the Rights in order to cure any
ambiguity, to correct any defective or inconsistent provisions, to change any
time period for redemption or any other time period under the Rights Agreement
or to make any other changes that do not adversely affect the interests of the
holders of the Rights (other than any Acquiring Person or its affiliates and
associates or their transferees).
A copy of the Rights Agreement dated as of August 15, 1996 between the
Company and State Street Bank and Trust Company, as Rights Agent, specifying the
terms of the Rights (including as exhibits the form of Rights Certificate and
the Summary of Rights) is attached hereto as an exhibit. The foregoing
description of the Rights does not purport to be complete and is qualified in
its entirety by reference to the Rights Agreement, which is incorporated herein
by reference.
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Item 2. Exhibits
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1. Rights Agreement, dated as of August 15, 1996 (the "Rights Agreement")
between Aseco Corporation and State Street Bank and Trust Company, as
Rights Agent (previously filed with the Registrant's original Registration
Statement filed on August 26, 1996).
2. Form of Certificate of Designations, Rights, Preferences and Privileges of
the Series A Junior Preferred Stock, par value $.01 per share, of the
Company (attached as Exhibit A to the Rights Agreement).
3. Form of Rights Certificate (attached as Exhibit B to the Rights Agreement).
Pursuant to the Rights Agreement, printed Rights Certificates will not be
mailed until the Distribution Date (as defined in the Rights Agreement).
4. Summary of Rights (attached as Exhibit C to the Rights Agreement).
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.
ASECO CORPORATION
Dated: August 27, 1996 By: /s/ Carl S. Archer, Jr.
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Name: Carl S. Archer, Jr.
Title: President and Chief
Executive Officer
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