SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Tokheim Corporation
(Exact Name of Registrant as Specified in Its Charter)
Indiana 35-0712500
(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
10501 Corporate Drive
Fort Wayne, IN 46845
(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to securities pursuant to
Section 12(b) of the Exchange Section 12(g) of the Exchange
Act and is effective pursuant Act and is effective pursuant
to General Instruction A.(c), to General Instruction A.(d),
please check the following please check the following
box. |_| box. |X|
Securities Act registration statement file number to which this form
relates: 001-06018
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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None None
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
(Title of Class)
Item 1. Description of Registrant's Securities to be Registered.
Item 1 is amended to add the following:
As publicly announced on October 1, 1998, Tokheim Corporation (the
"Company") has entered into a Securities Purchase Agreement, dated as of
September 30, 1998 (the "Purchase Agreement"), with Schlumberger Limited, a
Netherlands Antilles corporation ("Schlumberger"). In connection with the
Purchase Agreement, the Company entered into Amendment No. 1 ("Amendment
No. 1") to the Rights Agreement, dated as of September 30, 1998, between
the Company and Harris Trust and Savings Bank ("Harris").
Amendment No. 1 amends Sections 1(a), 1(l), 3(a) and 15 of the
Rights Agreement, dated as of January 22, 1997 between the Company and
Harris (the "Rights Agreement") to provide that the execution of the
Purchase Agreement or the Warrant Agreement (as defined in the Purchase
Agreement) and the consummation of the transactions contemplated thereby
will not cause (i) Schlumberger or any of its Affiliates or Associates to
become an Acquiring Person (each as defined in the Rights Agreement) so
long as the Purchase Agreement is in effect or the Warrants (as defined in
the Purchase Agreement) are outstanding or (ii) a Distribution Date or a
Stock Acquisition Date (each as defined in the Rights Agreement) to occur.
The Rights Agreement is filed as Exhibit 4.1 to the Company's Current
Report on Form 8-K filed on February 6, 1997. Amendment No. 1 is attached
as Exhibit 2 to this Form 8-A/A. The foregoing summary description of
Amendment No. 1 does not purport to be complete and is qualified in its
entirety by reference to such exhibits which are incorporated herein by
reference.
Item 2. Exhibits
Exhibit Number Description of Document
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1 Rights Agreement, dated as of January 22, 1997, between
Tokheim Corporation and Harris Trust and Savings Bank
(incorporated herein by reference to the Company's
Current Report on Form 8-K filed on February 6, 1997).
2 Amendment No. 1 to Rights Agreement, dated as of
September 30, 1998, between Tokheim Corporation and
Harris Trust and Savings Bank
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
TOKHEIM CORPORATION
(Registrant)
Dated: October 14, 1998 By: /s/ Douglas K. Pinner
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Name: Douglas K. Pinner
Title: Chairman of the Board,
President and Chief
Executive Officer
Index to Exhibits
Exhibit Number Description of Document
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2 Amendment No. 1 to Rights Agreement, dated as of
September 30, 1998, between Tokheim Corporation and
Harris Trust and Savings Bank
EXHIBIT 2
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
This Amendment No. 1 (this "Amendment"), dated as of September
30, 1998, is entered into between Tokheim Corporation, an Indiana
corporation (the "Company"), and Harris Trust and Savings Bank, an Illinois
banking corporation, as Rights Agent (the "Rights Agent").
WHEREAS, the Company and the Rights Agent have entered into a
Rights Agreement, dated as of January 22, 1997 (the "Rights Agreement");
WHEREAS, the Company intends to enter into a Securities
Purchase Agreement, dated as of September 30, 1998 (as it may be amended
from time to time, the "Purchase Agreement"), among the Company and
Schlumberger Limited, a Netherlands Antilles corporation ("Schlumberger"),
pursuant to which Schlumberger has agreed to accept, among other things,
warrants (the "Warrants") to purchase up to 19.9% of the outstanding common
stock of the Company pursuant to the terms of a warrant agreement, dated as
of September 30, 1998 between the Company and Schlumberger (the "Warrant
Agreement") in satisfaction of a portion of the purchase price payable by
the Company to Schlumberger pursuant to the Master Agreement for Purchase
and Sale of Shares, Assets and Liabilities dated as of June 19, 1998
between the Company and Schlumberger, as amended by letter agreements dated
July 21, 1998, July 31, 1998 and August 28, 1998 and Amendment No. 1
thereto dated as of September 25, 1998;
WHEREAS, the Board of Directors of the Company believes that it
is in the best interests of the Company and its shareholders that the
Warrants be issued in accordance with the terms of the Purchase Agreement;
WHEREAS, the Board of Directors of the Company desires to amend
the Rights Agreement such that the execution of the Purchase Agreement and
the issuance of the Warrants thereunder will not cause (i) Schlumberger or
its Affiliates or Associates to become an Acquiring Person (as such term is
defined in the Rights Agreement) so long as the Purchase Agreement is in
effect and the Warrants are outstanding or (ii) a Distribution Date or a
Stock Acquisition Date (as such terms are defined in the Rights Agreement)
to occur, irrespective of the number of Shares acquired pursuant to the
exercise of the Warrants;
WHEREAS, the Board of Directors of the Company believes that it
is in the best interests of the Company and its shareholders that the
Rights Agreement be amended as set forth herein; and
WHEREAS, Section 27 of the Rights Agreement authorizes the
Board of Directors of the Company and the Rights Agent to adopt the
proposed amendment without the approval of the Company's shareholders;
NOW, THEREFORE, in consideration of the recitals (which are
deemed to be a part of this Amendment) and agreements contained herein, the
parties hereto agree to amend the Rights Agreement as follows:
1. Section 1(a) of the Rights Agreement is hereby amended by
deleting "or" from between "plan," and "(v)" and by inserting the
following after the word "Period" at the end of Section 1(a)(v) and
before the ".":
, or (vi) Schlumberger Limited, a Netherlands Antilles
corporation ("Schlumberger"), and its Affiliates and
Associates, from and after the execution of the Warrant
Agreement and solely with respect to the acquisition of Common
Stock as a result of exercise of the Warrants; provided that,
in the case of clause (vi) above, if the transactions
contemplated by the Purchase Agreement are not consummated,
then Schlumberger and its Affiliates and Associates shall not
be deemed to be excluded from this definition of Acquiring
Person at any time after the Purchase Agreement and the
Warrants have terminated in accordance with their respective
terms.
2. Section 1(l) of the Rights Agreement is hereby modified and
amended by adding the following sentence at the end thereof:
Notwithstanding any provision of this Agreement to the
contrary, neither the execution and delivery of the Purchase
Agreement or the Warrant Agreement nor consummation of the
transactions contemplated thereby, shall be deemed to be a
Stock Acquisition Date.
3. Section 3(a) of the Rights Agreement is hereby modified and
amended by adding the following sentence at the end thereof:
Notwithstanding any provision of this Agreement to the
contrary, neither the execution and delivery of the Purchase
Agreement or the Warrant Agreement nor consummation of the
transactions contemplated thereby, shall cause a Distribution
Date.
4. Section 15 of the Rights Agreement is hereby modified and
amended to add the following sentence at the end thereof:
Nothing in this Agreement shall be construed to give any holder
of Rights or any other Person any legal or equitable rights,
remedy or claim under this Agreement in connection with any
transactions contemplated by the Purchase Agreement or the
Warrant Agreement.
5. Capitalized terms used but not defined herein shall have the
meaning assigned to such terms in the Rights Agreement.
6. Except as expressly amended hereby, the Rights Agreement
remains in full force and effect.
7. This Amendment shall be deemed to be a contract made under
the laws of the State of Indiana, and for all purposes shall be
governed by and construed in accordance with the laws of such State
applicable to contracts made and performed entirely within such
State.
8. 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.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the day and year first above written.
TOKHEIM CORPORATION
By: /s/ Norman L. Roelke
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Name: Norman L. Roelke
Title: Vice President, General Counsel
and Secretary
HARRIS TRUST AND SAVINGS BANK
By: /s/ Ginger L. Lawrence
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Name: Ginger L. Lawrence
Title: Trust Officer
