<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
Amendment No. 1
on
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
__________________
RF Monolithics, Inc.
(Exact name of registrant as specified in its charter)
Delaware 75-1638027
(State of incorporation or organization) (I.R.S. Employer Identification No.)
4441 Sigma Road, Dallas, Texas 75244
(Address of principal executive offices, including (Zip Code)
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 releates to the registration of 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. [X]
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: None
----
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Share Purchase Rights
(Title of Class)
1
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
A description of the Preferred Share Purchase Rights previously registered
is contained in Item 5 of the Registrant's Form 8-K Current Report filed with
the Securities and Exchange Commission on December 28, 1994 in connection with
the Registrant's registration statement on Form 8-A filed on December 30, 1994.
Such description is incorporated herein by reference.
This Amendment is being filed to amend the Registrant's original Form 8-A
filed on December 30, 1994 to include the First Amendment to the Rights
Agreement, dated August 14, 1996, and the Second Amendment to the Rights
Agreement, dated December 11, 2000.
On August 14, 1996, the Registrant approved the First Amendment to Rights
Agreement (the "First Amendment), which amended a Rights Agreement dated as of
December 20, 1994 (the "Rights Agreement") between the Registrant and The First
National Bank of Boston, as Rights Agent. The First Amendment provides a
limited exemption for Kopp Investment Advisors, Inc., from the provisions in the
Rights Agreement which become exercisable upon any person becoming a Beneficial
Owner of 15% or more of the voting shares of the Registrant. The First
Amendment provides that Kopp Investment Advisors, Inc., may beneficially own up
to 20% of the voting shares of the Registrant without resulting in the rights
set forth in the Rights Agreement becoming exercisable.
A description of the First Amendment was previously filed in Item 5 of the
Registrant's Form 8-K Current Report with the Securities and Exchange Commission
on August 29, 1996.
On December 11, 2000, the Registrant approved the Second Amendment to the
Rights Agreement (the "Second Amendment") between the Registrant and Fleet
National Bank, f/k/a BankBoston, N.A., f/k/a The First National Bank of Boston,
as Rights Agent. The Second Amendment provides a limited exemption for Orin
Hirschman from the provisions in the Rights Agreement which become exercisable
upon any person becoming a Beneficial Owner of 15% or more of the voting shares
of the Registrant. The Second Amendment provides that Orin Hirschman may
beneficially own up to 16.6% of the voting shares of the Registrant without
resulting in the rights set forth in the Rights Agreement becoming exercisable.
Item 2. Exhibits
Exhibit Description
------- -----------
1 Specimen Right Certificate (1)
2.1 Rights Agreement, dated as of December 20, 1994
between Registrant and The First National Bank of
Boston, with exhibits (1)
2.2 First Amendment to Rights Agreement, dated as of
August 14, 1996 between Registrant and
2
<PAGE>
Exhibit Description
------- -----------
The First National Bank of Boston (2)
2.3 Second Amendment to Rights Agreement, dated as of
December 11, 2000 between Registrant and Fleet
National Bank (3)
(1) Previously filed as an exhibit to the Form 8-K filed December 29, 1994, and
incorporated herein by reference.
(2) Previously filed as an exhibit to the Form 8-K filed December 19, 1996, and
incorporated herein by reference.
(3) Filed as an exhibit to this Amendment to Registration Statement on Form 8-
A/A.
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.
RF MONOLITHICS, INC.
Date: January 12, 2001 By: /s/ James P. Farley
-----------------------------------
James P. Farley
Vice President, Controller and Secretary
3
