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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
(AMENDMENT NO. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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TELTREND INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 13-3476859
(State of Incorporation or Organization) (I.R.S. Employer Identification no.)
620 STETSON AVENUE
ST. CHARLES, ILLINOIS 60174-1700
(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), please 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), please check the following box. [ x ]
Securities Act registration statement file number to which this form relates:
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
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The undersigned registrant, Teltrend Inc., hereby amends and supplements,
as set forth below, Items 1 and 2 of the Company's Registration Statement on
Form 8-A filed with the Securities and Exchange Commission (the "Commission")
on January 28, 1997.
ITEM 1. Description of Registrant's Securities to Be Registered.
On January 16, 1997, the Board of Directors of Teltrend Inc. (the
"Company") declared a dividend of one preferred share purchase right (a
"Right") for each outstanding share of common stock, par value $.01 per share,
of the Company (the "Common Stock"). The dividend was paid on January 27, 1997
(the "Record Date") to the holders of record of the Common Stock as of the
close of business on that date. Each Right entitles the registered holder to
purchase from the Company one one-hundredth of a share of Series A Junior
Participating Preferred Stock, par value $.01 per share, of the Company (the
"Preferred Stock") at a price of $160.00 per one one-hundredth of a share of
Preferred Stock (the "Purchase Price"), subject to adjustment. The description
and terms of the Rights are set forth in a Rights Agreement, dated as of
January 16, 1997, as amended by Amendment No. 1 to Rights Agreement dated June
1, 1998, as the same may be further amended from time to time (the "Rights
Agreement"), between the Company and LaSalle National Bank, as Rights Agent
(the "Rights Agent"), a copy of which is filed as an exhibit hereto.
Until the earlier to occur of (i) 10 days following a public announcement
that a person or group of affiliated or associated persons (with certain
exceptions, an "Acquiring Person") has acquired beneficial ownership of 20% or
more of the outstanding shares of Common Stock or (ii) 10 business days (or
such later date as may be determined by action of the Board of Directors prior
to such time as any person or group of affiliated persons becomes an Acquiring
Person) following the commencement of, or announcement of an intention to make,
a tender offer or exchange offer the consummation of which would result in the
beneficial ownership by a person or group of 20% or more of the outstanding
shares of Common Stock (the earlier of such dates being called the
"Distribution Date"), the Rights will be evidenced, with respect to any of the
Common Stock certificates outstanding as of the Record Date, by such Common
Stock certificate and not by a separate Rights Certificate (as defined).
The Rights Agreement provides that, until the Distribution Date (or
earlier expiration of the Rights), the Rights will be transferred with and only
with the Common Stock. Until the Distribution Date (or earlier expiration of
the Rights), new Common Stock certificates issued after the Record Date upon
transfer or new issuances of Common Stock will contain a notation incorporating
the Rights Agreement by reference. Until the Distribution Date (or earlier
expiration of the Rights), the surrender for transfer of any certificates for
shares of Common Stock outstanding as of the Record Date, even without such
notation, will also constitute the transfer of the Rights associated with the
shares of Common Stock represented by such certificate. As soon as practicable
following the Distribution Date, separate certificates evidencing the Rights
("Right Certificates") will be mailed to holders of record of the Common Stock
as of the close of business on the Distribution Date and such separate Right
Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on January 16, 2007 (the "Final Expiration Date"), unless the Final
Expiration Date is advanced or
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extended or unless the Rights are earlier redeemed or exchanged by the Company,
in each case as described below.
The Purchase Price payable, and the number of shares of Preferred Stock or
other securities or property issuable, upon exercise of the Rights is 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
Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of
certain rights or warrants to subscribe for or purchase Preferred Stock at a
price, or securities convertible into Preferred Stock with a conversion price,
less than the then-current market price of the Preferred Stock or (iii) upon
the distribution to holders of the Preferred Stock of evidences of indebtedness
or assets (excluding regular periodic cash dividends or dividends payable in
Preferred Stock) or of subscription rights or warrants (other than those
referred to above).
The number of outstanding Rights is subject to adjustment in the event of
a stock dividend on the Common Stock payable in shares of Common Stock or
subdivisions, consolidations or combinations of the Common Stock occurring, in
any such case, prior to the Distribution Date.
Shares of Preferred Stock purchasable upon exercise of the Rights will not
be redeemable. Each share of Preferred Stock will be entitled, when, as and if
declared, to a minimum preferential quarterly dividend payment of $.05 per
share but will be entitled to an aggregate dividend of 100 times the dividend
declared per share of Common Stock. In the event of liquidation, dissolution
or winding up of the Company, the holders of the Preferred Stock will be
entitled to minimum preferential payment of $160.00 per share (plus any accrued
but unpaid dividends) but will be entitled to an aggregate payment of 100 times
the payment made per share of Common Stock. Each share of Preferred Stock will
have 100 votes, voting together with the Common Stock. Finally, in the event
of any merger, consolidation or other transaction in which outstanding shares
of Common Stock are converted or exchanged, each share of Preferred Stock will
be entitled to receive 100 times the amount received per share of Common Stock.
These rights are protected by customary antidilution provisions.
In the event that any person or group of affiliated or associated persons
becomes an Acquiring Person, each holder of a Right, other than Rights
beneficially owned by the Acquiring Person or its affiliates, associates or
certain transferees (which will thereupon become void), will thereafter have
the right to receive upon exercise of a Right that number of shares of Common
Stock having a market value of two times the exercise price of the Right.
In the event that, after a person or group has become an Acquiring Person,
the Company is acquired in a merger or other business combination transaction
or 50% or more of its consolidated assets or earning power are sold, proper
provisions will be made so that each holder of a Right (other than Rights
beneficially owned by an Acquiring Person or its affiliates, associates or
certain transferees, which will have become void) will thereafter have the
right to receive upon the exercise of a Right that number of shares of common
stock of the person with whom the Company has engaged in the foregoing
transaction (or its parent) that at the time of such transaction have a market
value of two times the exercise price of the Right.
At any time after any person or group becomes an Acquiring Person and
prior to the earlier of one of the events described in the previous paragraph
or the acquisition by such Acquiring
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Person of 50% or more of the outstanding shares of Common Stock, the Board of
Directors of the Company may exchange the Rights (other than Rights owned by
such Acquiring Person or its affiliates, associates, or certain transferees,
which will have become void), in whole or in part, for shares of Common Stock
or Preferred Stock (or a series of the Company's preferred stock having
equivalent rights, preferences and privileges), at an exchange ratio of one
share of Common Stock (subject to customary anti-dilution provisions), or a
fractional share of Preferred Stock (or other preferred stock) equivalent in
value thereto, per Right.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional shares of Preferred Stock or Common Stock
will be issued (other than fractions of Preferred Stock which are integral
multiples of one one-hundredth of a share of Preferred Stock, which may, at the
election of the Company, be evidenced by depositary receipts), and in lieu
thereof an adjustment in cash will be made based on the current market price of
the Preferred Stock or the Common Stock.
At any time prior to the time an Acquiring Person becomes such, the Board
of Directors of the Company may redeem the Rights in whole, but not in part, at
a price of $.01 per Right (the "Redemption Price"), subject to adjustment. The
redemption of the Rights may be made effective at such time, on such basis and
with such conditions as the Board of Directors in its sole discretion may
establish. Immediately upon any redemption of 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.
For so long as the Rights are then redeemable, the Company may, except
with respect to the Redemption Price, amend the Rights Agreement in any manner.
After the Rights are no longer redeemable, the Company generally may,
except with respect to the Redemption Price, amend the Rights Agreement in any
manner that does not adversely affect the interests of holders of the Rights.
Until a Right is exercised or exchanged, 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.
As of June 8, 1998, there were approximately 6,424,546 shares of Common
Stock outstanding. Each outstanding share of Common Stock carries one Right.
While the dividend of the Rights was not taxable to stockholders or to the
Company, stockholders or the Company may, depending upon the circumstances,
recognize taxable income in the event that the Rights become exercisable as set
forth above.
This summary description of the Rights does not purport to be complete and
is qualified in its entirety by reference to the Rights Agreement, as the same
may be amended from time to time, which is hereby incorporated herein by
reference.
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ITEM 2. Exhibits.
EXHIBIT
NUMBER DESCRIPTION
1. Rights Agreement, dated as of January 16, 1997, between Teltrend
Inc. and LaSalle National Bank, as Rights Agent (incorporated by
reference to Exhibit 1 to the Registrant's Registration Statement on
Form 8-A dated January 28, 1997, File No. 0-26114).
2. Amendment No. 1, dated as of June 1, 1998, to Rights Agreement, by
and between Teltrend Inc. and LaSalle National Bank, as Rights
Agent.
3. Form of Rights Certificate (incorporated by reference to Exhibit B
to the Registrant's Rights Agreement filed as Exhibit 1 herewith).
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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.
TELTREND INC.
Date: June 12, 1998 By: /s/ Douglas P. Hoffmeyer
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Douglas P. Hoffmeyer
Vice President - Finance,
Secretary and Treasurer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
1. Rights Agreement, dated as of January 16, 1997, between Teltrend
Inc. and LaSalle National Bank, as Rights Agent (incorporated by
reference to Exhibit 1 to the Registrant's Registration Statement on
Form 8-A dated January 28, 1997, File No. 0-26114).
2. Amendment No. 1 to Rights Agreement, dated as of June 1, 1998, to
Rights Agreement, by and between Teltrend Inc. and LaSalle National
Bank, as Rights Agent.
3. Form of Rights Certificate (incorporated by reference to Exhibit B
to the Registrant's Rights Agreement filed as Exhibit 1 herewith).
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AMENDMENT NO. 1 TO RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 TO RIGHTS AGREEMENT (the "Amendment") is entered
into as of the 1st day of June, 1998 by and between Teltrend Inc., a Delaware
corporation (the "Company"), and LaSalle National Bank, as Rights Agent (the
"Rights Agent").
WHEREAS, the Company and Rights Agent are parties to that certain
Rights Agreement, dated as of January 16, 1997 (the "Agreement"); and
WHEREAS, the Board of Directors of the Company has authorized and
directed that the Rights Agreement be amended as set forth herein.
NOW, THEREFORE, pursuant to Section 27 of the Rights Agreement, and in
consideration of the premises and agreements herein set forth and the Rights
Agents' continuing rights and duties as rights agent for purposes of the Rights
Agreement, the parties hereby agree as follows:
1. Amendment to Section 1(a) of the Rights Agreement. Section 1(a) of
the Rights Agreement is hereby amended by deleting each reference included
therein to "15%" and inserting in lieu of each such reference the term "20%".
2. Amendment to Section 3 of the Rights Agreement. Section 3 of the
Rights Agreement is hereby amended by deleting in clause (a)(ii) thereof the
term "15%" and inserting in lieu thereof the term "20%".
3. No Other Amendments. Unless expressly amended by the terms of this
Amendment, all of the terms and provisions of the Rights Agreement shall remain
in full force and effect.
4. Governing Law. This Amendment shall be deemed to be a contract made
under the laws of the State of Delaware 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.
5. Counterparts. 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.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.
TELTREND INC.
By: /s/ Douglas P. Hoffmeyer
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Name: Douglas P. Hoffmeyer
Title: Vice President Finance
LASALLE NATIONAL BANK
By: /s/ Gregory Malatia
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Name: Gregory Malatia
Title: Vice President
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