-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, c/u+k+rvUVoDhMzUKRw33rt0sMacdTCbr79mNYoBo9O0JwV0bVVmWc+XRDvn9hGs lwwTqj4vE0AdRkm0P7bg9g== 0000914039-95-000083.txt : 199507140000914039-95-000083.hdr.sgml : 19950714 ACCESSION NUMBER: 0000914039-95-000083 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950713 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DEXTER CORP CENTRAL INDEX KEY: 0000028582 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS, MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS [2821] IRS NUMBER: 060321410 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-05542 FILM NUMBER: 95553685 BUSINESS ADDRESS: STREET 1: ONE ELM ST CITY: WINDSOR LOCKS STATE: CT ZIP: 06096 BUSINESS PHONE: 2036279051 MAIL ADDRESS: STREET 1: ONE ELM ST CITY: WINDSOR LOCKS STATE: CT ZIP: 06096 8-A12B/A 1 8-A12B/A 1 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 THE DEXTER CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Connecticut 06-0321410 - ---------------------------------------- ------------------------ (State of incorporation or organization) (I.R.S. Employer ID No.) One Elm Street, Windsor Locks, Connecticut 06096 - ------------------------------------------ ------------------------ (Address of principal executive offices) (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 Depositary New York Stock Exchange Preferred Stock 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 [ ]. Securities to be registered pursuant to Section 12(g) of the Act: None - -------------------------------------------------------------------------------- (Title of Class) 2 The Undersigned registrant hereby amends the following items and exhibits of its Registration Statement on Form 8-A, dated November 10, 1986, as amended, as set forth below: 1. ITEM 1. "Description of Securities to be Registered" is hereby amended to read in its entirety as follows: On October 24, 1986, the Board of Directors of The Dexter Corporation (the "Company") declared a dividend distribution of one Right (a "Right") for each outstanding share of common stock, having a par value of $1 per share (the "Common Stock"), of the Company to shareholders of record at the close of business on November 17, 1986 (the "Record Date"). Each Right entitles the registered holder to purchase from the Company a unit consisting of a depositary receipt exchangeable for one two-hundredth of a share (a "Unit") of Series A Junior Participating Preferred Stock, without par value (the "Preferred Stock"), at a price of $60 per Unit (the "Purchase Price"), subject to adjustment. The Purchase Price shall be paid, at the option of the holder, in cash or shares of Common Stock having an equivalent value. The description and terms of the Rights are set forth in a Rights Agreement dated November 5, 1986, as amended, (the "Rights Agreement") between the Company and Mellon Bank, N.A. (the "Rights Agent"). Initially, the Rights will be attached to all Common Stock certificates representing shares then outstanding, and no separate Right certificates will be distributed. Until the earlier to occur of (i) the tenth calendar day (or such later date as may be specified by a majority of the directors then in office) following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 20% or more of the outstanding shares of Common Stock (the "Stock Acquisition Date"), or (ii) the tenth calendar day (or such later date as may be specified by a majority of the directors then in office) following the commencement of a tender offer or exchange offer for 20% or more of such 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 certificates. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with Common Stock certificates. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date upon transfer or new issuance of the Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for Common Stock outstanding as of the Record Date will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. As soon as practicable following the Distribution 2 3 Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock and thereafter such separate Rights Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date and will expire at the close of business on November 17, 1996, unless earlier redeemed by the Company as described below. In the event that, at any time following the Distribution Date, (i) a person acquires beneficial ownership of 20% or more of the Common Stock of the Company, (ii) the Company is the surviving or continuing corporation in a merger or consolidation with an Acquiring Person and the Common Stock of the Company is not changed or exchanged, or (iii) an Acquiring Person engages in one of a number of self-dealing transactions specified in the Rights Agreement, each holder of a Right, other than Rights that are or were beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive, upon exercise thereof at the then current exercise price of the Right, Common Stock (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, subject to adjustment. In the event that, at any time following the Distribution Date, (i) the Company engages in a merger or consolidation with an Acquiring Person in which the Company is not the surviving or continuing corporation, (ii) the Company engages in a merger or consolidation with an Acquiring Person in which the Company is the surviving or continuing corporation, but in which its Common Stock is changed or exchanged, or (iii) 50% or more of the Company's assets or earning power is sold or transferred to an Acquiring Person, each holder of a Right, other than Rights that are or were beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive, upon exercise thereof at the then current exercise price of the Right, Common Stock (or under certain circumstances, an economically equivalent security or securities) of the surviving, resulting or acquiring person having a value equal to two (2) times the exercise price of the Right, subject to adjustment. The Purchase Price payable, and the number of depositary receipts 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, as the case may be, (ii) upon the grant to holders of the Preferred Stock or Common stock, as the case may be, of certain rights, options or warrants to subscribe for Preferred Stock or Common Stock, as the case may be, or convertible securities at less than the current market price of the Preferred Stock or Common Stock, as the case may be, or (iii) upon the distribution to holders of the Preferred Stock or Common Stock of evidences of indebtedness or assets, 3 4 cash (excluding regular periodic cash dividends at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid), stock (excluding dividends payable in shares of Preferred Stock or Common Stock, as the case may be) or of subscription rights, options or warrants (other than those referred to above). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of a least 1% in such Purchase Price. No fractional Units or shares of Preferred Stock will be issued 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 prior to the tenth day following the Stock Acquisition Date (which ten-day period may be extended through the thirtieth day following the Stock Acquisition Date by action of a majority of the directors of the Company taken prior to the close of business on the tenth day following the Stock Acquisition Date), or, under certain circumstances upon a merger or consolidation with, or sale of assets of the Company to, a person which is not an Acquiring Person, the Company may redeem the Rights in whole, but not in part, at a price of $.05 per Right (the "Redemption Price"). Immediately upon the action of the Board of Directors of the Company ordering redemption of the Rights, the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The Company will give notice of such redemption to the holders of the then outstanding Rights by mailing such notice to all such holders at each holder's last address as it appears upon the registry books of the Rights Agent. 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. Other than those provisions relating to the principal economic terms of the Rights, any of the provisions of the Rights Agreement may be amended by the Board of Directors of the Company prior to the Distribution Date. Thereafter, but prior to the period during which the Rights shall be redeemable as described above, the provisions of the Rights Agreement may be amended by the Board of Directors of the Company, provided that the amendment does not adversely affect the interests of holders of Rights. As of October 24, 1986, there were 24,875,865 shares of Common Stock outstanding and no shares in the treasury. As of October 24, 1986, there were 752,062 shares of Common Stock reserved for issuance pursuant to the Company's employee benefit plans. Each outstanding share of Common Stock on November 17, 1986 received one Right. As long as the Rights are attached to the Common Stock, the Company will issue one Right for each share of Common 4 5 Stock issued between the Record Date and the Distribution Date so that all such shares will have attached Rights. 250,000 shares of Preferred Stock have been reserved for issuance upon exercise of the Rights. The Rights may have certain anti-takeover effects, and will cause substantial dilution to a person or group that attempts to acquire the Company without also acquiring a substantial number of Rights. The Rights should not interfere with any merger or other business combination approved by the Board of Directors of the Company since the Board of Directors may, at its option, redeem the Rights at such times and under the circumstances described above. The foregoing description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement. 2. ITEM 2. "Exhibits" is hereby amended to read in its entirety as follows: 1. Form of Rights Agreement, dated as of November 5, 1986, between The Dexter Corporation and the Connecticut Bank and Trust Company, National Association, which was filed on November 12, 1986 as Exhibit No. 1 to the Company's Registration Statement on Form 8-A, Registration No.1-5542, is hereby incorporated by reference. 2. Amendment No. 1 to Rights Agreement, dated October 28, 1988, which was filed on October 28, 1988 as Exhibit No. 2 to Amendment No. 1 to the Company's Registration Statement on Form 8-A, is hereby incorporated by reference. 3. Amendment No. 2 to Rights Agreement, dated April 1, 1990, which was filed on June 1, 1990 as Exhibit No. 4 to Amendment No. 2 to the Company's Registration Statement on From 8-A, is hereby incorporated by reference. 4. Amendment No. 3 to Rights Agreement. 5 6 Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. THE DEXTER CORPORATION Date: July 13, 1995 By: /S/ BRUCE H. BEATT ------------------- Bruce H. Beatt Vice President 6 EX-4 2 EX-4 1 Exhibit 4 June 23, 1995 Mellon Bank, N.A. One Mellon Bank Center Pittsburgh, PA 15258 Attention: Corporate Trust Group Re: Amendment No. 3 to Rights Agreement Gentlemen: Pursuant to Section 39 of the Rights Amendment, dated as of November 5, 1986, as amended (the "Rights Agreement"), between The Dexter Corporation (the "Company") and Mellon Bank, N.A. (the "Rights Agent"), the Rights Agent is hereby notified and directed that the Rights Agreement is hereby amended (the "Amendment No. 3") as set forth herein. Terms defined in the Rights Agreement and not otherwise defined herein are used herein with the same meanings as set forth in the Rights Agreement. 1. Paragraph (C) of Section 24(a)(ii) of the Rights Agreement is hereby amended to read in its entirety as follows: "(C) any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company, or any Person organized, appointed or established by the Company for or pursuant to the terms of any such plan), alone or together with its Affiliates and Associates, shall become the Beneficial Owner of 20% or more of the shares of Common Stock then outstanding," 2. The form of Exhibit D to the Rights Agreement is hereby amended to reflect the provisions of this Amendment No. 3. This Amendment No. 3 shall be effective as of June 23, 1995, and all references to the Rights Agreement shall, as of such date, be deemed to be references to the Rights Agreement, as amended by this Amendment No. 3. Very truly yours, THE DEXTER CORPORATION By: /S/ BRUCE H. BEATT --------------------- Bruce H. Beatt Vice President, General Counsel and Secretary 2 CERTIFICATE The undersigned hereby certifies (i) that he is the Vice President, General Counsel and Secretary of The Dexter Corporation, a Connecticut corporation (the "Company"), and (ii) that the Amendment, dated June 23, 1995, to the Rights Agreement (the "Rights Agreement"), dated as of November 5, 1986, as amended, is in compliance with the terms of Section 39 of the Rights Agreement. THE DEXTER CORPORATION By: /S/ BRUCE H. BEATT ------------------- Bruce H. Beatt Vice President, General Counsel and Secretary June 23, 1995 -----END PRIVACY-ENHANCED MESSAGE-----