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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
TEKTRONIX, INC.
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(Exact name of registrant as specified in its charter)
OREGON 93-09343990
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(State of incorporation or (IRS Employer Identification No.)
organization)
14200 SW Karl Braun Drive, Beaverton, OR 97077
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(Address of principal executive offices) (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. [X]
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:
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE IN WHICH
TITLE OF CLASS TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
Series B No Par Preferred Shares New York Stock Exchange
Purchase Rights
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
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SUMMARY OF RIGHTS TO PURCHASE
PREFERRED SHARES
On June 21, 2000, the Board of Directors of Tektronix, Inc. (the
"Company") declared a dividend of one Right for each outstanding Common Share of
the Company to shareholders of record at the close of business on September 7,
2000. Each Right entitles the registered holder to purchase from the Company one
one-thousandth of a share of Series B No Par Preferred Shares (the "Preferred
Stock") at a Purchase Price of $375.00, subject to adjustment. The description
and terms of the Rights are set forth in a Rights Agreement (the "Rights
Agreement") between the Company and ChaseMellon Shareholder Services, L.L.C., as
Rights Agent.
Initially, the Rights will be attached to the certificates representing
outstanding Common Stock, and no separate Rights Certificates will be
distributed. The Rights will separate from the Common Stock and a Distribution
Date will occur upon the earlier of (i) ten days following a public announcement
that a person or group of affiliated or associated persons has acquired, or
obtained the right to acquire from shareholders, beneficial ownership of 15
percent or more of the outstanding Common Stock or (ii) ten days following the
commencement of a tender offer or exchange offer that would result in a person
or group beneficially owning 15 percent or more of such outstanding Common
Stock, as such periods may be extended pursuant to the Rights Agreement.
Until the Distribution Date, (i) the Rights will be evidenced by and
will be transferred with and only with such Common Stock certificates, (ii) new
Common Stock certificates issued after September 7, 2000 will contain a legend
incorporating the Rights Agreement by reference, and (iii) the surrender for
transfer of any certificates for Common Stock will also constitute the transfer
of the Rights associated with the Common Stock represented by such certificate.
The Rights are not exercisable until the Distribution Date and will
expire at the Close of Business on September 7, 2010, unless earlier redeemed by
the Company as described below.
As soon as practicable after the Distribution Date, 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, the separate Rights
Certificates alone will represent the Rights. Except as otherwise determined by
the Board of Directors, only Common Stock issued prior to the time the Rights
become exercisable or issued upon exercise or conversion of rights, warrants,
options or convertible securities issued prior to the time the Rights become
exercisable will be issued with Rights.
In the event that any person becomes an Acquiring Person, each holder
of a Right shall thereafter have the right to receive, upon exercise, in lieu of
Preferred Stock, Common Stock of the Company (or, in certain circumstances,
cash, property or other securities of the Company) having a value equal to two
times the exercise price of the Right. However, rights are not exercisable as
described in this paragraph until such time as the Rights are no longer
redeemable by the Company as set forth below. Notwithstanding any of the
foregoing, if any person becomes an Acquiring Person all Rights that are, or
(under certain circumstances specified in the Rights Agreement) were,
beneficially owned by an Acquiring Person will become null and void.
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For example, at an exercise price of $375.00 per Right, each Right not
owned by the Acquiring Person (or by certain related parties or transferees)
following the event set forth in the preceding paragraph would entitle its
holder to purchase $750.00 worth of Common Stock (or other consideration, as
noted above) for $375.00. Assuming that the Common Stock had a per share value
of $75.00 at such time, the holder of each valid Right would be entitled to
purchase ten shares of Common Stock for $375.00.
In the event that, at any time following the Distribution Date, (i) the
Company is acquired in a merger or other business combination transaction in
which the Company is not the surviving corporation or in which the Common Stock
is exchanged for stock or other securities or property, or (ii) 50 percent or
more of the Company's assets or earning power is sold or transferred, each
holder of a Right (except Rights which previously have been voided as set forth
above) shall thereafter have the right to receive, upon exercise, common stock
of the acquiring company having a value equal to two times the exercise price of
the Right.
The Purchase Price payable, and the number of one one-thousandths of a
share of 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 Preferred Stock or the Common Stock, (ii) if holders of
the Preferred Stock are granted certain rights or warrants to subscribe for
Preferred Stock or convertible securities at less than the current market price
of the Preferred Stock, (iii) if holders of Common Stock are granted certain
rights or warrants to subscribe for Common Stock or convertible securities at
less than the current market price of the Common Stock, or (iv) upon the
distribution to holders of Preferred Stock or Common Stock of evidences of
indebtedness or assets (excluding regular quarterly cash dividends) or of
subscription rights or warrants (other than those referred to above).
With certain exceptions, no adjustment in the Purchase Price or the
number of shares of Preferred Stock issuable upon exercise of a Right will be
required until cumulative adjustments would require an increase or decrease of
at least 1 percent. No fractional shares of Preferred Stock will be issued
(other than fractions which are integral multiples of one one-thousandth of a
share of Preferred Stock) and, in lieu thereof, an adjustment in cash will be
made based on the market price of the Preferred Stock on the last trading date
prior to the date of exercise.
At any time before a person becomes an Acquiring Person, the Company
may redeem the Rights in whole, but not in part, at a price of $0.001 per Right
(payable in cash, Common Stock or other consideration), appropriately adjusted
to reflect any stock split, stock dividend or similar transaction occurring
after the date hereof. In the event that there is an Acquiring Person or any
person or group (a "Proposed Acquiror") has proposed or publicly announced an
intention to propose a transaction that, if consummated, would cause that person
to become an Acquiring Person or cause the Company to be acquired in a merger or
other business combination, the Board of Directors may redeem the Rights.
Immediately upon the action of the Board of Directors ordering redemption of the
Rights, the Rights will terminate and the only right of the holders of Rights
will be to receive the $.001 redemption price.
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At any time after a person becomes an Acquiring Person, the Board of
Directors of the Company may exchange the Rights (other than Rights owned by
such person or group which have become null and void), in whole or in part, at
an exchange ratio of one share of Common Stock, or one one-thousandth of a share
of Preferred Stock (or of a share of a class or series of the Company's
preferred stock having equivalent rights, preferences and privileges), per Right
(subject to adjustment).
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be taxable to shareholders or to the Company, shareholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable for Common Stock (or other consideration) of the Company or for
common stock of the acquiring company as set forth above.
The Preferred Stock will be non-redeemable. The Preferred Stock may
rank on a lower priority in respect of the preference as to dividends and the
distribution of assets with other classes or series of the Company's preferred
stock. Each share of Preferred Stock will be entitled to an aggregate of 1,000
times the cash and non-cash (payable in kind) dividends and distributions (other
than dividends and distributions payable in Common Stock) declared on the
Company's Common Stock. In the event of liquidation, the holders of Preferred
Stock will be entitled to receive a liquidation payment in an amount equal to
1,000 times the payment made per share of Common Stock, plus an amount equal to
declared and unpaid dividends and distributions thereon. In the event of any
merger, consolidation or other transaction in which Common Stock is exchanged,
each share of Preferred Stock will be entitled to receive 1,000 times the amount
received per share of Common Stock. The dividend and liquidation rights of the
Preferred Stock are protected by antidilution provisions. Each share of
Preferred Stock will be entitled to 1,000 votes (subject to certain adjustments)
on all matters submitted to the shareholders.
A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an exhibit to a Current Report on Form 8-K dated June 21,
2000. A copy of the Rights Agreement is available free of charge from the Rights
Agent. This summary 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
EXHIBIT NUMBER EXHIBIT TITLE
1. Form of Rights Agreement, dated as of June 21, 2000,
between the Company and ChaseMellon Shareholder
Services, L.L.C., including Exhibit A Terms of the
Preferred Stock, Exhibit B Form of Rights
Certificate, and Exhibit C Summary of the Right To
Purchase Preferred Stock (incorporated by reference
to Exhibit 4.1 to the Registrant's Current Report on
Form 8-K, dated June 21, 2000)
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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.
TEKTRONIX, INC.
By: /s/ JAMES F. DALTON
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Name: JAMES F. DALTON
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Title: Vice President and Secretary
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Dated: September 6, 2000.
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