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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
AMENDMENT NO. 1
INTEG INCORPORATED
(Exact name of registrant as specified in its charter)
Minnesota 41-1670176
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
2800 Patton Road
St. Paul, Minnesota 55113
(Address of principal executive offices) (Zip Code)
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 to be registered pursuant to Section 12(b) of the Act:
None
(Title of class)
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 February 15, 2000, Integ Incorporated (the "Company") executed Amendment
No. 1 to Rights Agreement, dated February 15, 2000 (the "Rights Amendment") to
Rights Agreement, dated November 26, 1996 (the "Rights Agreement") between the
Company and Norwest Bank Minnesota, National Association. The Rights Agreement,
as amended by the Rights 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 Series A Junior Participating Preferred Stock, par value $.01 of the
Company.
The Rights Amendment amended Section 1(a) of the Rights Agreement to
provide that Amira Medical ("Amira") shall not be deemed to be an Acquiring
Person (as defined in the Rights Agreement) by virtue of (i) the acquisition of
shares of Series B Preferred Stock, par value $.01 ("Series B Preferred ") of
the Company pursuant to the Series B Preferred Stock Purchase Agreement (the
"Purchase Agreement"), dated February 15, 2000 between the Company and Amira or
(ii) the conversion of shares of Series B Preferred into shares of Common Stock
of the Company pursuant to the terms of the Purchase Agreement and the
Certificate. The Rights Amendment also amended Section 3(a) of the Rights
Agreement to provide that a Distribution Date (as defined in the Rights
Agreement) will not be deemed to have occurred as a result of the announcement
or occurrence of (i) the execution of the Purchase Agreement, (ii) the
acquisition by Amira of shares of Series B Preferred pursuant to the Purchase
Agreement or (iii) the conversion of shares of Series B Preferred held by Amira
into shares of Common Stock in accordance with the Purchase Agreement and the
Certificate.
This summary description of the Rights does not purport to be complete and
is qualified in its entirety by reference to the Rights Agreement, a copy of
which is filed as an Exhibit hereto and is incorporated herein by reference.
Item 2. Exhibits
1. Rights Agreement dated as of November 26, 1999 between the
Company and Norwest Bank Minnesota, National Association, as
Rights Agent, which includes as Exhibit B thereto the form of
Right Certificate (incorporated by reference to Exhibit 1 to
the Registrant's Registration Statement on Form 8-A filed
December 6, 1996).
2. Amendment No. 1 dated as of February 15, 2000 to the Rights Agreement,
dated as of November 26, 1996, between the Company and Norwest Bank
Minnesota, National Association, 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, thereunto duly authorized.
INTEG INCORPORATED
Date: February 16, 2000
By /s/ Susan L. Critzer
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Susan L. Critzer
President
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EXHIBIT INDEX
Exhibit Description of Exhibit
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2 Amendment No. 1 dated as of February 15, 2000 to the Rights
Agreement, dated as of November 26, 1996, between the Company
and Norwest Bank Minnesota, National Association, as Rights Agent.
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EXHIBIT 2
AMENDMENT NO. 1
TO
RIGHTS AGREEMENT
Amendment No. 1 to Rights Agreement, dated February 15, 2000, to Rights
Agreement, dated as of November 26, 1996 (the "Rights Agreement") between Integ
Incorporated, a Minnesota corporation, and Norwest Bank Minnesota, National
Association (all terms not otherwise defined herein shall have the meanings
ascribed to them in the Rights Agreement).
WITNESSETH:
WHEREAS, the Company and the Rights Agent have previously entered into the
Rights Agreement specifying the terms of the Rights;
WHEREAS, Section 27 of the Rights Agreement provides that, prior to the
time any Person becomes an Acquiring Person and subject to certain limitations
contained in such Section, the Company may by resolution of its Board of
Directors and the Rights Agent shall, if the Company so directs, supplement or
amend any provision of the Rights Agreement without the approval of any holders
of Rights Certificates;
WHEREAS, no Person has become an Acquiring Person;
WHEREAS, Amira Medical, a Delaware corporation ("Amira") and the Company
have entered into a Series B Preferred Stock Purchase Agreement (the "Stock
Purchase Agreement") pursuant to which Amira may purchase up to 3,000,000 shares
of Series B Preferred Stock ("Series B Preferred") of the Company upon the terms
and subject to the conditions contained in the Stock Purchase Agreement; and
WHEREAS, the Company's Board of Directors has duly approved amending the
Rights Agreement to contain the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and the mutual agreements
set forth herein, the parties hereby agree as follows:
1. Amendment to Section 1(a). The definition of "Acquiring Person"
contained in Section 1(a) of the Rights Agreement is hereby amended to add the
following sentence at the end thereof:
"Notwithstanding anything in this Rights Agreement to the contrary,
Amira shall not be deemed to be an Acquiring Person by virtue of (i) the
acquisition of Series B Preferred pursuant to the Stock Purchase Agreement
or (ii) the conversion of shares of Series B Preferred into Common Shares
of the Company pursuant to the terms
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of the Stock Purchase Agreement and the Certificate (as defined in the
Stock Purchase Agreement)."
2. Amendment of Section 3(a). Section 3(a) of the Rights Agreement is
hereby amended to add the following sentence at the end thereof.
"Notwithstanding anything in this Rights Agreement to the contrary, a
Distribution Date shall not be deemed to have occurred as the result of the
announcement or occurrence of (i) the execution of the Stock Purchase
Agreement, (ii) the acquisition by Amira of shares of Series B Preferred
pursuant to the Stock Purchase Agreement, or (iii) the conversion of the
shares of Series B Preferred held by Amira into Common Shares in accordance
with the Stock Purchase Agreement and the Certificate."
3. Other Provisions. The other provisions of the Rights Agreement shall
continue in full force and effect as set forth in the Rights
Agreement and are not affected in any way by this Amendment No. 1.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
be duly executed on the day and year first set forth above.
INTEG INCORPORATED
By: /s/ Susan L Critzer
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Susan L. Critzer
Chief Executive Officer
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By: /s/ Greg Luedke
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Name: Greg Luedke
Title: Account Manager
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