-----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, EGUt6WFd6J61bDdQmMNfd9DYNKeadTnrQM4aM5PrWVnbNBaBNIxUH0j7B6wlyObE 9YxK+SYpe1zqU4VSKRNZCw== 0000950135-99-003793.txt : 19990806 0000950135-99-003793.hdr.sgml : 19990806 ACCESSION NUMBER: 0000950135-99-003793 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990805 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EKCO GROUP INC /DE/ CENTRAL INDEX KEY: 0000018827 STANDARD INDUSTRIAL CLASSIFICATION: METAL FORGING & STAMPINGS [3460] IRS NUMBER: 112167167 STATE OF INCORPORATION: DE FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: SEC FILE NUMBER: 001-07484 FILM NUMBER: 99678642 BUSINESS ADDRESS: STREET 1: 98 SPIT BROOK RD STREET 2: SUITE 102 CITY: NASHUA STATE: NH ZIP: 03062 BUSINESS PHONE: 6038881212 MAIL ADDRESS: STREET 1: 98 SPIT BROOK RD STREET 2: SUITE 102 CITY: NASHUA STATE: NH ZIP: 03062 FORMER COMPANY: FORMER CONFORMED NAME: CENTRONICS CORP DATE OF NAME CHANGE: 19880504 FORMER COMPANY: FORMER CONFORMED NAME: CENTRONICS DATA COMPUTER CORP DATE OF NAME CHANGE: 19870304 8-A12B/A 1 EKCO GROUP 8-A AMEND 1 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A AMENDMENT NO. 1 For Registration of Certain Classes of Securities Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 EKCO GROUP, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) DELAWARE 11-2167167 - ---------------------------------------- --------------------------------- (State of incorporation or organization) (IRS Employer Identification No.) 98 SPIT BROOK ROAD, SUITE 102, NASHUA, NH 03062 - ----------------------------------------- --------- (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: ___________ (if applicable) 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 - ------------------------------- ------------------------------ COMMON STOCK, $.01 PAR VALUE AMERICAN STOCK EXCHANGE PREFERRED SHARE PURCHASE RIGHTS AMERICAN STOCK EXCHANGE SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE 2 Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. DESCRIPTION OF COMMON STOCK: The Registrant incorporates herein by reference the information under "Item 1. Description of Securities to be Registered" contained in the Registrant's Registration Statement on Form 8-A filed by the Registrant on July 21, 1999. DESCRIPTION OF PREFERRED SHARE PURCHASE RIGHTS: The Registrant incorporates herein by reference the information under "Item 1. Description of Securities to be Registered" contained in Amendment No. 4 to Registrant's Registration Statement on Form 8-A filed by the Registrant on April 9, 1997. Item 2. EXHIBITS. (1) Form of Common Stock Certificate (incorporated herein by reference to Exhibit 1 to Registrant's Registration Statement on Form 8-A filed on July 21, 1999). (2) Restated Certificate of Incorporation of the Registrant, as amended (incorporated herein by reference to Exhibit 3.1(i)(a) to Registrant's Annual Report on Form 10-K for the year ended December 31, 1995). (3) Restated Bylaws of the Registrant (incorporated herein by reference to Exhibit 3.1(ii) to Registrant's Annual Report on Form 10-K for the year ended December 29, 1996). (4) Form of Certificate of Designations of Series A Junior Participating Preferred Stock (incorporated herein by reference to Exhibit 3.1(i)(b) to Registrant's Annual Report on Form 10-K for the year ended December 28, 1997). (5) Amended and Restated Rights Agreement, dated as of March 21, 1997, as amended on August 4, 1999, between EKCO Group, Inc. and American Stock Transfer & Trust Company (filed herewith). 2 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, thereunto duly authorized. EKCO GROUP, INC. By: /s/ J. Jay Althoff --------------------------------------------- J. Jay Althoff Vice President, General Counsel and Secretary Dated: August 5, 1999 3 EX-5 2 RESTATED RIGHTS AGREEMENT 1 AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENT BETWEEN EKCO GROUP, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANY THIS AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENT (this "Amendment") is made as of this 4th day of August, 1999 by and between EKCO Group, Inc., a Delaware corporation (the "Company"), and AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York corporation, as rights agent (the "Rights Agent"). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Merger Agreement (as defined below). WHEREAS, the Company is entering into an Agreement and Plan of Merger (as the same may be amended from time to time, the "Merger Agreement") among the Company, CCPC Acquisition Corp., a Delaware corporation ("Parent"), and EG Two Co., a Delaware corporation and a subsidiary of Parent (the "Sub"), providing for transactions (collectively, the "Transactions"), pursuant to which, among other things, the Company will merge (the "Merger") with the Sub and become a wholly-owned subsidiary of Parent, and the outstanding stock of the Company will be converted into the right to receive cash; WHEREAS, the Company and the Rights Agent are parties to an Amended and Restated Rights Agreement dated as of March 21, 1997 (the "Rights Agreement"); WHEREAS, the parties desire to amend the Rights Agreement in connection with the execution and delivery of the Merger Agreement; and WHEREAS, the Board of Directors of the Company has determined that this Amendment is in the best interests of Right Holders. NOW, THEREFORE, in consideration of the foregoing and the mutual agreements herein set forth, the parties hereby agree as follows: 1. The definition of "Acquiring Person" set forth in Section 1 of the Rights Agreement is hereby amended by adding the following sentence to the end of that definition: Notwithstanding the foregoing, no Person shall be or become an Acquiring Person by reason of (i) the execution and delivery of the Agreement and Plan of Merger dated as of August 4, 1999 among the Company, CCPC Acquisition Corp., a Delaware corporation ("Parent"), and EG Two Acquisition Co., a Delaware corporation ("Sub"), (the "Merger Agreement") or the execution of any amendment thereto, (ii) the consummation of the Offer, as that term is used in the Merger Agreement (the "Offer") or (iii) the consummation of the other Transactions. 2 2. Section 7(a)(iii) of the Rights Agreement shall be amended to read in its entirety as follows: (iii) the earlier of (1) the consummation of the Offer or (2) the Close of Business on March 21, 2007 (such earlier date, the "Final Expiration Date"). 3. The definition of "Shares Acquisition Date" included in Section 1 of the Rights Agreement shall be amended by adding the following sentence to the end of such definition: Notwithstanding anything else set forth in this Agreement, a Shares Acquisition Date shall not be deemed to have occurred by reason of (i) the public announcement, public disclosure, execution and delivery or amendment of the Merger Agreement, (ii) the consummation of the Offer or (iii) the consummation of any of the other Transactions. 4. Section 3(a) of the Rights Agreement shall be amended by adding the following sentence to the end thereof: Notwithstanding anything else set forth in this Agreement, no Distribution Date shall be deemed to have occurred by reason of (i) the execution and delivery or amendment of the Merger Agreement, (ii) the consummation of the Offer or (iii) the consummation of any of the other Transactions. 5. The first paragraph of Section 13(c) of the Rights Agreement shall be amended to read in its entirety as follows: The Company shall not consummate any such consolidation, merger, sale or transfer (other than any such transaction contemplated by the Merger Agreement) unless the Principal Party shall have a sufficient number of authorized shares of its Common Shares that have not been issued or reserved for issuance to permit the exercise in full of the Rights in accordance with this Section 13 and unless prior thereto the Company and each Principal Party and each other Person who may become a Principal Party as a result of such consolidation, merger, sale or transfer shall have executed and delivered to the Rights Agent a supplemental agreement providing for the terms set forth in paragraphs (a) and (b) of this Section 13 and further providing that, as soon as practicable after the date of any consolidation, merger, sale or transfer of assets mentioned in paragraph (a) of this Section 13, the Principal Party at its own expense will: 6. The Rights Agreement, as amended by this Amendment, shall remain in full force and effect in accordance with its terms. 2 3 7. 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. This Amendment may be executed in any number of counterparts, each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one of the same instrument. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated. [Remainder of Page Intentionally Left Blank] 3 4 IN WITNESS WHEREOF, the parties herein have caused this Amendment to be duly executed and attested, all as of the date and year first above written. EKCO GROUP, INC. By: /s/ Malcolm Sherman ------------------------------------------- Name: Malcolm Sherman Title: Chairman and Chief Executive Officer Attest: /s/ Donato A. DeNovellis ---------------------------------------- Name: Donato A. DeNovellis Title: Executive Vice President Chief Financial Officer AMERICAN STOCK TRANSFER & TRUST COMPANY By: /s/ Carolyn B. O'Neil -------------------------------------------- Name: Carolyn B. O'Neil Title: Vice President Attest: /s/ Geraldine M. Zarbo ---------------------------------------- Name: Geraldine M. Zarbo Title: Vice President 4 -----END PRIVACY-ENHANCED MESSAGE-----