-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DhNmMwapGTVHx3zUevlwpQh74pjyTxBLCzhbG81wy6TVt4Iq31Vi5NQf2rxvErPH 6h7SeoNsirQs9jpp1d78OA== 0000950005-98-000953.txt : 19981214 0000950005-98-000953.hdr.sgml : 19981214 ACCESSION NUMBER: 0000950005-98-000953 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19981211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WATKINS JOHNSON CO CENTRAL INDEX KEY: 0000105006 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 941402710 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: SEC FILE NUMBER: 001-05631 FILM NUMBER: 98768038 BUSINESS ADDRESS: STREET 1: 3333 HILLVIEW AVE CITY: PALO ALTO STATE: CA ZIP: 94304-1223 BUSINESS PHONE: 4154934141 MAIL ADDRESS: STREET 1: 3333 HILLVIEW AVENUE CITY: PALO ALTO STATE: CA ZIP: 94304-1223 8-A12B/A 1 FORM 8-A12B/A 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 WATKINS-JOHNSON COMPANY - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) CALIFORNIA 94-1402710 - ---------------------------------------- ------------------------------------ (State of incorporation or organization) (I.R.S. Employer Identification No.) 3333 Hillview Avenue Palo Alto, California 94304-1223 - -------------------------------------------------------------------------------- (Address of principal executive offices and zip code) 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 ----------------------- ---------------------------------- Rights to Purchase Common Stock New York Stock Exchange; Pacific Stock Exchange Incorporated Securities to be registered pursuant to Section 12(g) of the Act: NONE - -------------------------------------------------------------------------------- (Title of Class) Item 1. Description of Securities to be Registered. At a meeting of the Board of Directors (the "Board") of Watkins-Johnson Company (the "Company") on December 10, 1998, the Board approved, and the Company and ChaseMellon Shareholder Services, L.L.C. ("ChaseMellon") executed, an amendment to the Rights Agreement, dated September 30, 1996, between the Company and ChaseMellon (the "Rights Agreement"). The amendment to the Rights Agreement, among other things: (i) decreases from 15% to 10% the threshold level of non-Board-approved common stock ownership which would trigger the share purchase rights (the "Rights") under the Rights Agreement; (ii) provides that a person or group who inadvertently triggers the Rights under the Rights Agreement may cure such inadvertent triggering by reducing its beneficial ownership of common stock of the Company to less than 10% within a specified time limit; and (iii) eliminates references to "Continuing Directors" throughout the Rights Agreement and provides that all actions previously authorized to be taken by the Continuing Directors shall be taken by the Board. The amendment to the Rights Agreement is attached hereto as Exhibit 1, which is incorporated by reference herein. The original Rights Agreement was filed as Exhibit 1 to the Company's filing on Form 8-A dated September 30, 1996. Reference is made to such filing for all of the other terms of the Rights Agreement. 2 Item 2. Exhibits. 1. Amendment No. 1 to Rights Agreement, dated as of December 10, 1998, to Rights Agreement, dated as of September 30, 1996, between Watkins-Johnson Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent. 3 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. WATKINS-JOHNSON COMPANY By: /s/ W. Keith Kennedy, Jr. ------------------------------ W. Keith Kennedy, Jr. President and Chief Executive Officer Date: December 10, 1998 4 EXHIBIT INDEX
Exhibit Description Sequential Page No. - ------- ----------- ------------------- 1 Amendment No. 1 to Rights Agreement, dated as of 6 December 10, 1998, to Rights Agreement, dated as of September 30, 1996, between Watkins-Johnson Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent.
5 EX-1 2 AMENDMENT TO RIGHTS AGREEMENT EXHIBIT 1 WATKINS-JOHNSON COMPANY AMENDMENT NO. 1 TO RIGHTS AGREEMENT THIS AMENDMENT NO. 1 TO RIGHTS AGREEMENT (the "Amendment") is made as of December 10, 1998 between WATKINS-JOHNSON COMPANY, a California corporation (the "Company"), and CHASEMELLON SHAREHOLDER SERVICES, L.L.C., a New Jersey limited liability company (the "Rights Agent"). B A C K G R O U N D The Company and the Rights Agent entered into a Rights Agreement as of September 30, 1996 (the "Rights Agreement"). They now wish to amend the Rights Agreement as set forth below. This Amendment has been approved by the Board and each of its members. All terms not defined in this Amendment that begin with initial capital letters have the meanings assigned to them in the Rights Agreement. ACCORDINGLY, THE COMPANY AND THE RIGHTS AGENT HEREBY AGREE AS FOLLOWS: 1. Each and every "15%" that appears in Sections 1(a) and 1(j) of the Rights Agreement is hereby replaced with "10%". However if, when the Board approved this Amendment, any Person had already become the Beneficial Owner of 10% or more (but not 15% or more) of the outstanding shares of Common Stock, then that Person shall not be treated as an Acquiring Person so long as that Person does not become the Beneficial Owner of at least that percentage of the outstanding Common Stock that equals the sum of the percentage of such stock that Person Beneficially Owned at the close of business on the day the Board adopted this Amendment plus one percent of the outstanding Common Stock. 2. A new sentence is hereby added to the end of Section 1(a) of the Rights Agreement that reads as follows: "Notwithstanding the foregoing, if, within five Business Days after a Person would otherwise have become an Acquiring Person but for this sentence, that Person notifies the Board that such Person did so inadvertently and, within two Business Days after such notification, that Person is the Beneficial Owner of less than 10% of the outstanding Common Stock, that Person shall not be deemed to have become an Acquiring Person." 3. The definition of "Continuing Director" as set forth in Section 1(i) of the Rights Agreement is hereby deleted. All references in the Rights Agreement to "Continuing Directors" shall be considered references to the Board. All requirements in the Rights Agreement that certain decisions be made by the Board and a majority of the Continuing Directors shall be requirements that those conditions be made by the Board alone. 4. Section 2 of the Rights Agreement is hereby modified and amended by deleting from the first sentence thereof the following clause: "and the holders of the Rights (who, in accordance with Section 3 hereof, shall before the Distribution Date also be the holders of the Common Stock." 5. A new sentence is hereby added to the end of the first paragraph of Section 18 of the Rights Agreement that reads as follows: "Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, indirect, punitive, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage." 6. Except as specifically modified by this Amendment, the Rights Agreement shall remain in full force and effect in all respects. 6 IN WITNESS WHEREOF, the Company and the Rights Agent have signed and delivered this Amendment as of the date that appears in its first paragraph. WATKINS-JOHNSON COMPANY By: /s/ W. Keith Kennedy, Jr. ------------------------- W. Keith Kennedy Jr., President and Chief Executive Officer CHASEMELLON SHAREHOLDER SERVICES, L.L.C. By: /s/ Daniel W. Spengel ------------------------- Daniel W. Spengel Assistant Vice President 7 -----END PRIVACY-ENHANCED MESSAGE-----