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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
AMENDMENT NO. 1
ANCOR COMMUNICATIONS, INCORPORATED
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(Exact name of registrant as specified in its charter)
Minnesota 41-1569659
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(State or incorporation (I.R.S. Employer
or organization) Identification No.)
6130 Blue Circle Drive, Minnetonka, MN 55343
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(Address of principal executive offices)
Registrant's telephone number, including area code: (612) 932-4000
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If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [_]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [_]
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [_]
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [_]
Securities Act registration statement file number to which this Form
relates:____________________ (if applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
PREFERRED SHARE PURCHASE RIGHTS
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The response to Item 1 is hereby amended by adding the following
paragraphs and the attached exhibit.
On July 21, 1999, Ancor Communications, Incorporated (the "Company")
executed Amendment No. 1 (the "Amendment"), dated as of July 21, 1999, to the
Rights Agreement, dated as of November 3, 1998 (the "Rights Agreement") between
the Company and Norwest Bank Minnesota, N.A. The Rights Agreement, as amended
by the Amendment, sets forth the description and the terms of the rights held by
holders of the Company's common stock, par value $.01 per share, to purchase one
unit initially consisting of one one-hundredth of a share of preferred stock of
the Company.
The Amendment amends the Rights Agreement to increase the Purchase
Price for each one one-hundredth of a Preferred Share purchasable pursuant to
the exercise of a Right from $20.00 to $200.00. Except for any conforming
provisions, the other provisions of the Rights Agreement continue in full force
as set forth therein and were not affected in any way by the Amendment.
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 attached hereto as an exhibit and incorporated herein by reference.
ITEM 2. EXHIBITS
1. Rights Agreement, dated as of November 3, 1998, between the Company
and Norwest Bank Minnesota, N.A., as Rights Agent, which includes as
Exhibit B thereto the form of Right Certificate (Incorporated by
reference to Exhibit 1 to the Company's Registration Statement on Form
8-A filed November 4, 1998).
2. Amendment No. 1, dated as of July 21, 1999, to the Rights Agreement,
dated as of November 3, 1998, between the Company and Norwest Bank
Minnesota, N.A., as Rights Agent.
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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.
July 21, 1999 ANCOR COMMUNICATIONS,
INCORPORATED
By /s/ Kenneth E. Hendrickson
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Kenneth E. Hendrickson
Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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2. Amendment No. 1, dated as of July 21, 1999, to the Rights Agreement,
dated as of November 3, 1998, between the Company and Norwest Bank
Minnesota, N.A., as Rights Agent.
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EXHIBIT 2
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AMENDMENT NO. 1
TO
RIGHTS AGREEMENT
This Amendment No. 1 (the "Amendment") is made as of July 21, 1999 to that
certain Rights Agreement (the "Rights Agreement") dated as of November 3, 1998,
by and between Ancor Communications, Incorporated, a Minnesota corporation (the
"Company"), and Norwest Bank Minnesota, N.A., (the "Rights Agent"). All terms
not otherwise defined herein shall have the meanings ascribed to them in the
Rights Agreement.
WHEREAS, the Company and the Rights Agent have previously entered into the
Rights Agreement specifying the terms of the Rights; and
WHEREAS, Section 27 of the Rights Agreement provides that, prior to the
time that any Person becomes an Acquiring Person, the Company may change or
supplement any provision in the Rights Agreement in any manner which the Company
may deem necessary or desirable, without the approval of any holders of Right
Certificates; and
WHEREAS, no Person has become an Acquiring Person; and
WHEREAS, the Company deems it necessary and desirable to amend the Rights
Agreement to increase the initial exercise price of the Rights from $20.00 per
Right to $200.00 per Right, subject to adjustment as provided therein.
In consideration of the mutual agreements set forth herein and referenced
herein, the parties hereby agree as follows:
1. Amendment to Section 3(c). In the legend in Section 3(c) of the Rights
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Agreement, ARights Agreement between Ancor Communications, Incorporated and
Norwest Bank Minnesota, N.A., dated as of November 3, 1998 (the "Rights
Agreement")" is replaced with "Rights Agreement between Ancor Communications,
Incorporated and Norwest Bank Minnesota, N.A., dated as of November 3, 1998, as
amended on July 21, 1999 (the "Rights Agreement")."
2. Amendment to Section 7(b). In Section 7(b) of the Rights Agreement,
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"$20.00" is replaced with "$200.00."
3. Amendment to Exhibit B. In Exhibit B (Form of Right Certificates) to
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the Rights Agreement, in the first paragraph, "Rights Agreement, dated as of
November 3, 1998 (the "Rights Agreement")" is replaced with "Rights Agreement,
dated as of November 3, 1998, as amended on July 21, 1999 (the "Rights
Agreement")"; and "at a purchase price of $20.00" is replaced with "at a
purchase price of "$200.00."
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4. Other provisions. Except as expressly modified by the terms of this
Amendment, the terms and conditions of the Rights Agreement and its respective
appendices shall remain in full force and effect.
IN WITNESS WHEREOF, each of the parties to the Rights Agreement have
executed this Amendment by its duly authorized representatives as of the date
first above written.
ANCOR COMMUNICATIONS,
INCORPORATED
By /s/ Kenneth E. Hendrickson
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Kenneth E. Hendrickson
Chief Executive Officer
NORWEST BANK MINNESOTA, N.A.
By /s/ Karri L. Van Dell
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Karri L. Van Dell
Assistant Vice President
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