-----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, DHnRix/5dLtYRdfsvEiluh7fKdM7Y2gGas7tQVkTfj9vaqL8wsF5FUZE6G5Bzecl 8fP+E3/nEqCrAfLIZMUpNQ== 0000950172-00-000263.txt : 20000215 0000950172-00-000263.hdr.sgml : 20000215 ACCESSION NUMBER: 0000950172-00-000263 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DEXTER CORP CENTRAL INDEX KEY: 0000028582 STANDARD INDUSTRIAL CLASSIFICATION: PAINTS, VARNISHES, LACQUERS, ENAMELS & ALLIED PRODUCTS [2851] IRS NUMBER: 060321410 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: SEC FILE NUMBER: 001-05542 FILM NUMBER: 542526 BUSINESS ADDRESS: STREET 1: ONE ELM ST CITY: WINDSOR LOCKS STATE: CT ZIP: 06096 BUSINESS PHONE: 8602927675 MAIL ADDRESS: STREET 1: ONE ELM ST CITY: WINDSOR LOCKS STATE: CT ZIP: 06096 8-A12B/A 1 8-A12B/A AMENDMENT #2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A Amendment No. 2 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 DEXTER CORPORATION ------------------------------------------------------------------ (Exact name of Registrant as specified in charter) Connecticut 06-0321410 ----------------------------------- -------------------------------- (State of Incorporation (I.R.S. Employer or Organization) Identification 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 Fractional Units of Preferred Stock New York Stock Exchange If this Form relates to the registration of a class of debt securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. [ ] If this Form relates to the registration of a class of debt securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. [ ] ------------------------------------------------------- Securities Act registration statement file number to which this Form relates: Not Applicable Securities to be registered pursuant to Section 12(g) of the Act: None ----------------------------------------------------------------- (Title of class) This Amendment No. 2 amends the Registrant's Registration Statement on Form 8-A filed with the Securities and Exchange Commission on November 12, 1996, as amended by Amendment No. 1, filed with the Securities and Exchange Commission on October 13, 1999, in connection with the Registrant's listing of rights to purchase fractional units of preferred stock ("Rights") on the New York Stock Exchange. This Amendment No. 2 is being filed to include as an exhibit to this Registration Statement Amendment No. 2, dated as of February 8, 2000, to the Rights Agreement, dated as of August 23, 1996, as amended by Amendment No. 1 thereto, dated as of October 4, 1999, by and between Dexter Corporation and ChaseMellon Shareholder Services, L.L.C., as Rights Agent. Item 1. Description of Securities to be Registered. The Registrant has entered into Amendment No. 2 to the Rights Agreement, dated as of February 8, 2000 ("Amendment No. 2"), a copy of which is attached hereto as Exhibit 4.3 and is incorporated herein by reference. Amendment No. 2 amends the definition of "Acquiring Person" and "Qualifying Offer" such that the rights issued pursuant to the Rights Agreement will not be triggered by, and the Rights Agreement shall be inapplicable to, any offer for all of the outstanding shares of the Registrant to the stockholders of the Registrant which either (i) is at a price and on terms determined by at least a majority of the entire Board of Directors of the Registrant to be in the best interest of the Registrant and its stockholders or (ii) the Registrant's financial advisor opines is fair from a financial point of view, is supported by liquid funds on hand or by fully committed financing, is substantially unconditional and has been open to the stockholders of the Registrant for at least 60 calendar days. Item 2. Exhibits. (4.1) The Rights Agreement, dated as of August 23, 1996, by and between Dexter Corporation and ChaseMellon Shareholder Services, L.L.C., as Rights Agent (incorporated by reference to Exhibit (4.1) to the Registration Statement on Form 8-A of Dexter Corporation dated as of November 12, 1996). (4.2) Amendment No. 1, dated as of October 4, 1999, to the Rights Agreement, dated as of August 23, 1996, by and between Dexter Corporation and ChaseMellon Shareholder Services, L.L.C., as Rights Agent (incorporated by reference to Exhibit (4.2) to the Amendment No. 1 to the Registration Statement on Form 8-A of Dexter Corporation dated as of October 6, 1999). (4.3) Amendment No. 2, dated as of February 8, 2000, to the Rights Agreement dated as of August 23, 1996, as amended by Amendment No. 1 thereto, dated as of October 4, 1999, by and between Dexter Corporation and ChaseMellon Shareholder Services, L.L.C., as Rights Agent. SIGNATURES 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. DEXTER CORPORATION By: /s/ Bruce H. Beatt -------------------------------------- Name: Bruce H. Beatt Title: Vice President and Secretary Dated: February 14, 2000 INDEX TO EXHIBITS (4.1) The Rights Agreement, dated as of August 23, 1996, by and between Dexter Corporation and ChaseMellon Shareholder Services, L.L.C., as Rights Agent (incorporated by reference to Exhibit (4.1) to the Registration Statement on Form 8-A of Dexter Corporation dated as of November 12, 1996). (4.2) Amendment No. 1, dated as of October 4, 1999, to the Rights Agreement, dated as of August 23, 1996, by and between Dexter Corporation and ChaseMellon Shareholder Services, L.L.C., as Rights Agent (incorporated by reference to Exhibit (4.2) to the Amendment No. 1 to the Registration Statement on Form 8-A of Dexter Corporation dated as of October 6, 1999). (4.3) Amendment No. 2, dated as of February 8, 2000, to the Rights Agreement dated as of August 23, 1996, as amended by Amendment No. 1 thereto, dated as of October 4, 1999, by and between Dexter Corporation and ChaseMellon Shareholder Services, L.L.C., as Rights Agent. EX-4 2 EXHIBIT 4.3 - AMENDMENT NO. 2 TO RIGHTS AGREEMENT AMENDMENT NO. 2 TO RIGHTS AGREEMENT This Amendment No. 2 (the "Amendment"), dated as of February 8, 2000, is between Dexter Corporation, a Connecticut corporation (the "Company"), and ChaseMellon Shareholder Services, L.L.C., a New Jersey limited liability company, as rights agent (the "Rights Agent"). RECITALS WHEREAS, the Company and the Rights Agent are parties to a Rights Agreement dated as of August 23, 1996, as amended by Amendment No. 1 thereto, dated as of October 4, 1999 (as so amended, the "Rights Agreement"); WHEREAS, the Company deems it advisable to amend the Rights Agreement; WHEREAS, pursuant to Section 26 of the Rights Agreement, the Board of Directors of the Company has determined that an amendment to the Rights Agreement as set forth herein is necessary and desirable and the Company and the Rights Agent desire to evidence such amendment in writing. NOW, THEREFORE, in consideration of the premises and mutual agreements set forth herein and in the Rights Agreement, the parties hereby agree as follows: Section 1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meaning assigned to such terms in the Rights Agreement. Section 2. Amendments to Rights Agreement. The Rights Agreement is hereby amended as set forth in this Section 2. (a) Section 1(a) of the Rights Agreement is hereby amended by deleting such section and inserting in lieu thereof the following: "(a) "Acquiring Person" shall mean any Person (as such term is hereinafter defined) who or which, together with all Affiliates (as such term is hereinafter defined) and Associates (as such term is hereinafter defined) of such Person, shall be the Beneficial Owner of 11% or more of the shares of Common Stock then outstanding, but shall not include (i) the Company, (ii) any Subsidiary of the Company, (iii) any employee benefit plan of the Company or of any Subsidiary of the Company, (iv) any Person organized, appointed or established by the Company for or pursuant to the terms of any such plan, (v) any Person who becomes an Acquiring Person solely as a result of a reduction in the number of shares of Common Stock outstanding due to the repurchase of shares of Common Stock by the Company, unless and until such Person shall purchase or otherwise become the Beneficial Owner of additional shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock other than pursuant to a Qualifying Offer (as such term is hereinafter defined), (vi) any such Person who is one of the persons listed in Rule 13d-1(b)(1)(ii) under the Exchange Act (as such term is hereinafter defined) or who is otherwise entitled to report such ownership on Schedule 13G under the Exchange Act (or any successor report), and is reporting such ownership on Schedule 13G under the Exchange Act, provided that such Person, together with its Affiliates and Associates, is the Beneficial Owner of less than 20% of the shares of Common Stock then outstanding, or (vii) any Person who becomes an Acquiring Person pursuant to a Qualifying Offer." (b) Section 11(a)(ii) of the Rights Agreement is hereby amended by deleting such section and inserting in lieu thereof the following: "(ii) In the event any Person (other than any Person who is not an Acquiring Person by reason of clauses (i) through (vii) of the definition of that term in Section 1(a)), alone or together with its Affiliates and Associates, shall, at any time after the Rights Dividend Declaration Date, become the Beneficial Owner of 11% or more of the shares of Common Stock then outstanding, unless the event causing the 11% threshold to be crossed is a transaction set forth in Section 13(a) hereof, or is an acquisition of shares of Common Stock pursuant to a transaction described in either (A) or (B) below (a "Qualifying Offer"): (A) the transaction is a tender offer or an exchange offer for all outstanding shares of Common Stock at a price and on terms determined by at least a majority of the entire Board of Directors of the Company to be in the best interests of the Company and its stockholders; or (B) the transaction is a tender offer or an exchange offer for all outstanding shares of Common Stock which meets all of the following requirements: (1) the offer is substantially unconditional immediately prior to the offer's expiration date; (2) in the opinion of the Company's financial advisor, the per share consideration offered to the Company's stockholders in the offer is fair to such stockholders, from a financial point of view. (3) on or prior to the date such offer is commenced within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, such Person has, and has provided the Company, (a) with respect to the cash portion of the offer, firm written commitments from responsible financial institutions, which have been accepted by such Person or one of its Affiliates, to provide, subject only to customary terms and conditions (which shall in no event include conditions requiring access by such financial institutions to non-public information to be provided by the Company, conditions based on the accuracy of any information concerning the Company other than such as would be the subject of representations and warranties in a public financing by the Company, or conditions requiring the Company to make any representations, warranties or covenants in connection with such financing) funds for such offer which, when added to the amount of cash and cash equivalents which such Person then has available and has irrevocably committed in writing to the Company to utilize for purposes of the offer if consummated, and to keep available for such purposes until the offer is consummated or withdrawn, will be sufficient to pay the consideration payable for all shares outstanding on a fully diluted basis and all related expenses and (b) with respect to any securities portion of the offer, the opinion of a nationally recognized investment bank, ranking in the top ten United States domestic mergers and acquisitions advisors for the most recent year, jointly chosen by the Person and Company, and which investment bank has not provided services for either the Company or such Person (with costs for the services of such investment bank to be paid by such Person), that the value of the securities offered as consideration in the offer for each share of Common Stock receiving such securities is, at the time of the expiration of the offer, equal to or greater than the cash offered as consideration in the offer for each share of Common Stock not receiving securities; (4) such offer must remain open for at least 60 calendar days; provided, that (x) if there is any increase in the price of such offer, such offer must remain open for at least 10 Business Days after the last such increase, and (y) such offer must remain open for at least 10 Business Days after the date that any bona fide alternative offer is made which, in the opinion of the Company's financial advisor, provides or consideration per share in excess of that provided for in such offer; provided further, however, that such offer need not remain open, as a result of this clause (4), beyond (x) the time which any other offer satisfying the criteria for a Qualifying Offer is then required to be kept open under this clause (4), or (y) the announcement prior to the then scheduled expiration date, of any other offer with respect to which the Board of Directors has agreed to redeem the Rights immediately prior to acceptance for payment of shares thereunder (unless such offer is terminated prior to its expiration without any shares having been purchased thereunder); and (5) on the date such offer is commenced within the meaning of Rule 14d-2(a) of the Rules and Regulations under the Exchange Act, such Person makes an irrevocable commitment in the offer to purchase relating to the offer: (a) to consummate promptly upon completion of such offer a transaction whereby all shares of Common Stock not purchased in such offer will be acquired at the same price per share paid pursuant to the offer, and otherwise not to purchase any shares of Common Stock following completion of the offer; and (b) that such Person or group will not amend such offer in a manner adverse to the holders of share Common Stock, then, promptly following the occurrence of such event, proper provision shall be made so that each holder of a Right (except as provided below and in Section 7(e) hereof) shall thereafter have the right to receive, upon exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, in lieu of a number of one two-hundredths of a share of Preferred Stock, such number of shares of Common Stock of the Company as shall equal the result obtained by (x) multiplying the then current Purchase Price by the then number of one two-hundredths of a share of Preferred Stock for which a Right was exercisable immediately prior to the occurrence of the Section 11(a)(ii) Event, and (y) dividing that product (which, following such occurrence, shall thereafter be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by 50% of the current market price (determined pursuant to Section 11(d) hereof) per share of Common Stock on the date of such occurrence (such number of shares, the "Adjustment Shares")." Section 6. Amendment of Section 2. The first sentence of Section 2 of the Rights Agreement is hereby amended to delete the following words: "and the holders of the Rights (who, in accordance with Section 3 hereof, shall also be, prior to the Distribution Date, the holders of the Common Shares)". Section 8. Amendment of Section 18(a). Section 18(a) of the Rights Agreement is hereby amended by adding the following words to the end of such section: "Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, 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." Section 10. Miscellaneous. ------------- (a) The term "Agreement" as used in the Rights Agreement shall be deemed to refer to the Rights Agreement as amended hereby. (b) The foregoing amendment shall be effective as of the date first above written, and, except as set forth herein, the Rights Agreement shall remain in full force and effect and shall be otherwise unaffected hereby. (c) This Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original, but all for which together shall constitute one and the same instrument. (d) This Amendment shall be deemed to be a contract made under the laws of the State of Connecticut 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. IN WITNESS WHEREOF, the parties hereto have caused this Amendment Number One to be duly executed and attested, all as of the day and year first above written. Attest: DEXTER CORPORATION By:/s/ Lisa Voorvaart By:/s/ Bruce H. Beatt ---------------------------- ------------------ Name: Lisa Voorvaart Name: Bruce H. Beatt Title: Secretary Title: Vice President Attest: CHASEMELLON SHAREHOLDER SERVICES, L.L.C. By: /s/ Lee Tinto By: /s/ Joan B. Hayes ---------------------------- ------------------ Name: Lee Tinto Name: Joan B. Hayes Title: Vice President Title: Assistant Vice President -----END PRIVACY-ENHANCED MESSAGE-----