-----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, RY92JglpBwgutN8a7X/n3TDjUJanoTE3ZC1PWH4t0xxAUp4ixYKuuqJ+M8+ryQb+ vWbXGhXFVXGla3I2O9RLsw== 0000891836-98-000583.txt : 19980903 0000891836-98-000583.hdr.sgml : 19980903 ACCESSION NUMBER: 0000891836-98-000583 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980902 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MALLINCKRODT INC /MO CENTRAL INDEX KEY: 0000051396 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 361263901 STATE OF INCORPORATION: NY FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: SEC FILE NUMBER: 001-00483 FILM NUMBER: 98703381 BUSINESS ADDRESS: STREET 1: 675 MCDONNELL BLVD STREET 2: PO BOX 5840 CITY: ST LOUIS STATE: MO ZIP: 63134 BUSINESS PHONE: 3146542000 MAIL ADDRESS: STREET 1: 7733 FORSYTH BLVD CITY: ST LOUIS STATE: MO ZIP: 63105-1820 FORMER COMPANY: FORMER CONFORMED NAME: MALLINCKRODT INC /MO DATE OF NAME CHANGE: 19970625 FORMER COMPANY: FORMER CONFORMED NAME: MALLINCKRODT GROUP INC DATE OF NAME CHANGE: 19940322 FORMER COMPANY: FORMER CONFORMED NAME: IMCERA GROUP INC DATE OF NAME CHANGE: 19920703 8-A12B/A 1 FORM 8-A/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 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 MALLINCKRODT INC. (Exact name of registrant as specified in its charter) New York 36-1263901 (State of incorporation or organization) (IRS Employer Identification No.) 675 McDonnell Boulevard 63134 Saint Louis, Missouri (Address of principal executive offices) (Zip Code) If this form relates to the If this form relates to the registration of a class of securities registration of a class of securities pursuant to Section 12(b) of the pursuant to Section 12(g) of the Exchange Act and is effective Exchange Act and is effective pursuant to General Instruction pursuant to General Instruction A.(c), please check the following A.(d), please check the following box.[X] 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 - ------------------- ------------------------------------ Stock Purchase Rights New York Stock Exchange, Inc. Securities to be registered pursuant to Section 12(g) of the Act: None (Title of Class) Exhibit Index is on Page 4. ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. On August 12, 1998, the Board of Directors (the "Board") of Mallinckrodt Inc., a New York corporation (the "Company") authorized the company to amend its existing Amended and Restated Rights Agreement between the Company and the Rights Agent, dated as of February 19, 1996 (the "Rights Agreement") pursuant to the First Amendment, dated as of August 11, 1998 between the Company and First National Bank of Chicago (the "Rights Agent"). The First Amendment, among other things, implements a Three-Year Independent Director Evaluation Rights Plan (the "TIDE Plan"). All capitalized terms herein shall have the meanings set forth in the Rights Agreement, as amended by the First Amendment. Pursuant to the First Amendment and the adoption of the TIDE Plan, the Independent Directors Committee (as defined below) of the Board of Directors of the Company shall review and evaluate the Rights Agreement in order to consider whether the maintenance of this Rights Agreement continues to be in the interests of the Company, its shareholders and any other relevant constituencies of the Company, at least every three years, or sooner than that any Person shall have made a proposal to the Company, or taken any such other action, that, if effective, could cause such Person to become an Acquiring Person under the Rights Agreement, if a majority of the members of the Independent Directors Committee shall deem such review and evaluation appropriate after giving due regard to all relevant circumstances. Following each such review, the Independent Directors Committee will communicate its conclusions to the full Board of Directors, including any recommendation in light thereof as to whether the Rights Agreement should be modified or the Rights should be redeemed. The Independent Directors Committee shall be comprised of the Directors of the Company who shall have been determined to be independent by the determination by the Corporate Governance Committee of the Board, in accordance with criteria adopted by it. Pursuant to the First Amendment, the definition of "Acquiring Person" has also been amended to exclude those Persons who have become the Beneficial Owner of 20% or more of the outstanding shares of Common Stock but who acquired Beneficial Ownership of shares of Common Stock without any plan or intention to seek or affect control of the Company, if such Person promptly divests or enters into an irrevocable commitment to divest, and thereafter promptly divests (without exercising or retaining any power, including voting, with respect to such shares), sufficient shares of Common Stock (or securities convertible into, exchangeable into or exercisable for Common Stock) so that such Person ceases to be the Beneficial Owner of 20% or more of the outstanding shares of Common Stock. The First Amendment is attached hereto as Exhibit (1) and is incorporated herein by reference, and the Company's press release in connection with the adoption of the First Amendment is attached hereto as Exhibit (2) and is incorporated herein by reference. The foregoing description of the First Amendment is qualified in its entirety by reference to the First Amendment. ITEM 2. EXHIBITS. Exhibit No. Description. - ----------- ------------ (1) First Amendment dated as of September 2, 1998 (the "First Amendment) between Mallinckrodt Inc. and The First National Bank of Chicago as Rights Agent. (2) Press Release of Mallinckrodt Inc. dated September 2, 1998. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement amendment to be signed on its behalf by the undersigned, thereunto duly authorized. MALLINCKRODT INC. By: /s/ Roger A. Keller ---------------------------- Name: Roger A. Keller Title: Vice-President, Secretary & General Counsel Date: September 2, 1998 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- (1) First Amendment, dated as of August 11, 1998 (the "First Amendment) between Mallinckrodt Inc. and The First National Bank of Chicago as Rights Agent. (2) Press Release of Mallinckrodt Inc. dated September 2, 1998. EX-4 2 FIRST AMENDMENT, DATED AS OF AUGUST 11, 1998 EXHIBIT 1 FIRST AMENDMENT FIRST AMENDMENT, dated as of September 2, 1998 to the Amended and Restated Rights Agreement between Mallinckrodt Inc. (formerly Mallinckrodt Group Inc.), a New York corporation (the "Company"), and The First National Bank of Chicago (the "Rights Agent"), dated as of February 19, 1996 (the "Rights Agreement"). W I T N E S E T H WHEREAS, the Company and the Rights Agent have heretofore executed and entered into the Rights Agreement; and WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company and the Rights Agent may from time to time supplement or amend the Rights Agreement in accordance with the provisions of Section 27 thereof; and NOW THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein, the Company and the Rights Agent agree as follows: 1. Title and Heading. The title and heading of the Rights Agreement as it appears on page 1 of the Rights Agreement is hereby amended and restated in its entirety as follows: "This Amended and Restated Rights Agreement between Mallinckrodt Inc. (formerly Mallinckrodt Group Inc.), a New York corporation (the "Company") and The First National Bank of Chicago (the "Rights Agent"), dated as of February 19, 1996, and as further amended on September 2, 1998." 2. Amendment to Section 1. Subparagraph (a) in Section 1 of the Rights Agreement is hereby amended by adding the word "(A)" between the words "include" and "any" in the proviso thereof and by adding at the beginning of clause (iii) of such subparagraph (a) the following: "who shall become the Beneficial Owner of 20% or more of the outstanding shares of Common Stock but who acquired Beneficial Ownership of shares of Common Stock without any plan or intention to seek or affect control of the Company, if such Person promptly divests or enters into an irrevocable commitment to divest, and thereafter promptly divests (without exercising or retaining any power, including voting, with respect to such shares), sufficient shares of Common Stock (or securities convertible into, exchangeable into or exercisable for Common Stock) so that such Person ceases to be the Beneficial Owner of 20% or more of the outstanding shares of Common Stock and (B)" 3. Amendment to Section 26. Section 26 of the Rights Agreement is hereby amended by adding a new sub-paragraph (c) at the end thereof as follows: "(c) It is understood that the Independent Directors Committee (as defined below) of the Board of Directors of the Company shall review and evaluate this Rights Agreement in order to consider whether the maintenance of this Rights Agreement continues to be in the interests of the Company, its shareholders and any other relevant constituencies of the Company, at least every three years, or sooner than that if any Person shall have made a proposal to the Company, or taken any such other action, that, if effective, could cause such Person to become an Acquiring Person hereunder, if a majority of the members of the Independent Directors Committee shall deem such review and evaluation appropriate after giving due regard to all relevant circumstances. Following each such review, the Independent Directors Committee will communicate its conclusions to the full Board of Directors, including any recommendation in light thereof as to whether this Rights Agreement should be modified or the Rights should be redeemed. The Independent Directors Committee shall be comprised of the Directors of the Company who shall have been determined to be independent by the determination by the Corporate Governance Committee of the Board, in accordance with criteria adopted by it." IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written. Attest: MALLINCKRODT INC. By /s/ Joseph A. Wuestner By /s/ Roger A. Keller ---------------------------- -------------------------------- Name: Joseph A. Wuestner Name: Roger A. Keller Title: Assistant Secretary Title: Vice-President, Secretary & General Counsel Attest: THE FIRST NATIONAL BANK OF CHICAGO By /s/ Tammie Marshall By /s/ Anita L. Fletcher ---------------------------- -------------------------------- Name: Tammie Marshall Name: Anita L. Fletcher Title: Account Officer Title: Assistant Vice President EX-99 3 PRESS RELEASE OF MALLINCKRODT INC., 9/2/98 EXHIBIT 2 [MALLINCKRODT LOGO] News Release Mallinckrodt Inc. 675 McDonnell Boulevard St. Louis, Missouri 63042 FOR IMMEDIATE RELEASE Telephone (314) 654-2000 For more information: Facsimile (314) 654-5381 Media Contacts: Peter Faur, (314) 654-5234 Barbara Abbett, (314) 654-5230 E-mail: Communications@mkg.com Investor Contact: Barbara Gould, (314) 654-3190 E-mail: Invest@mkg.com MALLINCKRODT BOARD ADOPTS CHANGES TO SHAREHOLDER RIGHTS PLAN ST. LOUIS, Mo., August XX, 1998--Mallinckrodt Inc. (NYSE:MKG) announced today that its board of directors has amended its shareholder rights plan to create a Three-Year Independent Director Evaluation (TIDE) plan. The board of directors took this action in response to approval at the company's 1997 annual stockholders' meeting of a non-binding shareholder proposal, which recommended that the board either redeem the existing rights plan or submit the plan to a binding shareholder vote, and a similar purportedly binding proposal that was submitted for the 1998 annual meeting, but subsequently withdrawn. "In adopting the TIDE plan amendments, the board carefully considered the concerns expressed by our shareholders regarding Mallinckrodt's rights plan," said C. Ray Holman, chairman and chief executive officer. The board believes the TIDE plan addresses the most serious shareholder concern--that the company's rights plan might be used to the detriment of shareholder interests in the face of a bona fide offer to acquire the company. Holman added, "The board believes that the responsiveness to shareholder sentiment reflected by this action is in keeping with the company's sound corporate governance policies." -more- ADD ONE/MALLINCKRODT The TIDE plan accomplishes this by charging a newly formed committee of the board, the Independent Directors Committee, with the responsibility for reviewing the company's rights plan at least every three years and upon the occurrence of any event that could trigger the provisions of the rights plan. Holman added that "the purpose of the review is to allow the company's independent directors to determine periodically whether the rights plan continues to be in the best interests of the company's shareholders. As fiduciaries of the shareholders who are free from conflicts of interest that arise from employment by the company, the Independent Directors Committee can ensure that the rights plan is administered in the best interests of all the company's shareholders and other relevant constituencies." In addition to adopting the TIDE plan amendments, the board of directors also announced the company had agreed that on or before the date of the company's 1999 annual meeting, it will either redeem the rights outstanding under the company's current rights plan or put the existing rights plan to a binding shareholder vote. "The board continues to believe that the company's rights plan is in the best interests of Mallinckrodt's shareholders, because it enables the board to protect against takeover tactics that can be used to deprive shareholders of the ability to get a full and fair price for their shares in the event of a change-in-control transaction," Holman said. In taking this additional action the board recognizes, however, that some of the company's shareholders continue to call for the submission of the rights plan to a shareholder vote. These shareholders include College Retirement Equities Fund and Amalgamated Bank of New York, the latter of which submitted and, based on the board's commitments to it described above, withdrew a shareholder proposal regarding the rights plan to be brought before the company's 1998 annual meeting of shareholders. Based in St. Louis, Mo., Mallinckrodt Inc. has three healthcare product groups - Imaging, Pharmaceuticals and Respiratory. The company operates in more than 100 countries and had fiscal 1998 net sales of $2.37 billion. The Mallinckrodt web site address is (www.mallinckrodt.com). # # # -----END PRIVACY-ENHANCED MESSAGE-----