-----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, RZzqzqAt2ZwC92/mhqdyQfeeElBxJfkghd9dD0iKNVUe/Anv87v/3fqAIaDlXHeO KsBkLO8PYuw98fCWYBTgaA== 0000005187-03-000070.txt : 20031215 0000005187-03-000070.hdr.sgml : 20031215 20031215121847 ACCESSION NUMBER: 0000005187-03-000070 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20031215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WYETH CENTRAL INDEX KEY: 0000005187 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 132526821 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-01225 FILM NUMBER: 031053595 BUSINESS ADDRESS: STREET 1: 5 GIRALDA FARMS CITY: MADISON STATE: NJ ZIP: 07940 BUSINESS PHONE: 9736605000 MAIL ADDRESS: STREET 1: 5 GIRALDA FARMS CITY: MADISON STATE: NJ ZIP: 07940 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN HOME PRODUCTS CORP DATE OF NAME CHANGE: 20020308 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN HOME PRODUCTS CORP DATE OF NAME CHANGE: 19920703 8-A12B/A 1 rights8aa.txt TERMINATION OF RIGHTS PLAN UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM 8-A/A Amendment No. 3 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 WYETH - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware 13-2526821 (State of Incorporation or Organization) (IRS Employer Identification No.) Five Giralda Farms, Madison, New Jersey 07940 - ---------------------------------------------- ------------------ (Address of Principal Executive Offices) (Zip Code) If this form relates to the If this form relates to the registration of a class of registration of a class of securities pursuant to Section securities pursuant to Section 12(b) of the Exchange Act and 12(g) of the Exchange Act and is effective pursuant to General is effective pursuant to General Instruction A.(c), please check Instruction A.(d), please check the following box. |X| the following box. | | Securities Act registration statement file number to which this form relates: N/A ------------------ (if applicable) Securities to be registered pursuant to Section 12(b) of the Act: NONE Title of each class to be Name of each exchange on which each class - -------------------------- ----------------------------------------- so registered is to be registered - ------------- ------------------- Securities to be registered pursuant to Section 12(g) of the Act: NONE This Amendment No. 3 amends and restates the Registrant's registration statement on Form 8-A, filed on October 14, 1999, as amended by Amendment No. 1, filed on November 18, 1999, and Amendment No. 2, filed on January 8, 2002, in connection with the Registrant's Series A Junior Participating Preferred Stock. Item 1. Description of Registrant's Securities to Be Registered. Item 1 is hereby amended as follows: On December 15, 2003, Wyeth (the "Corporation") and The Bank of New York, as rights agent (the "Rights Agent"), amended the Amended and Restated Rights Agreement, dated as of January 8, 2002 (the "Rights Agreement"), between the Corporation (formerly knows as American Home Products Corporation) and the Rights Agent, pursuant to which (i) the rights to purchase Series A Junior Participating Preferred Stock, par value $0.0001 per share, of the Corporation (the "Rights") will expire at midnight on December 15, 2003 (the "Final Expiration Date") and there no longer will be a Right associated with each outstanding share of the Corporation's common stock after the Final Expiration Date, (ii) the Rights Agreement will expire on the Final Expiration Date and (iii) no person will have any rights pursuant to the Rights Agreement or any Right after the Final Expiration Date. The amendment to the Rights Agreement is attached hereto as Exhibit 4.2 and is incorporated herein by reference. Item 2. Exhibits. Item 2 is hereby amended by adding the following exhibit attached hereto: 4.2 Amendment No. 1, dated as of December 15, 2003, to the Amended and Restated Rights Agreement, dated as of January 8, 2002, between Wyeth and The Bank of New York, as Rights Agent. 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. WYETH DATED: December 15, 2003 By: /s/ Jack M. O'Connor ------------------------------------ Name: Jack M. O'Connor Title: Vice President and Treasurer EXHIBIT INDEX Exhibit No. Exhibit 4.2 Amendment No. 1, dated as of December 15, 2003, to the Amended and Restated Rights Agreement, dated as of January 8, 2002, between Wyeth and The Bank of New York, as Rights Agent. EX-4.2 3 ex42.txt AMENDMENT TO RIGHTS AGREEMENT Exhibit 4.2 Amendment No. 1 Amendment No. 1, dated as of December 15, 2003, to the Amended and Restated Rights Agreement, dated as of January 8, 2002 (the "Rights Agreement"), between Wyeth, a Delaware Corporation (the "Corporation") and The Bank of New York, as Rights Agent (the "Rights Agent"). WHEREAS, the Corporation has duly authorized the execution and delivery of this Amendment and has done all things necessary to make this Amendment a valid agreement of the Corporation. This Amendment is entered into pursuant to Section 27 of the Rights Agreement. NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth herein, the parties hereby agree as follows: 1. Amendment to the Definition of "Final Expiration Date". Section 1 of the Rights Agreement is hereby amended to delete "October 7, 2009" from the definition of "Final Expiration Date" and insert in lieu thereof: "December 15, 2003". 2. Effective Date. This Amendment shall be effective upon execution by the undersigned. 3. Counterparts. This Amendment may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized. Attest: WYETH _____________________ By: ______________________ Name: Title: Attest: THE BANK OF NEW YORK, as Rights Agent _____________________ By: ______________________ Name: Title: -----END PRIVACY-ENHANCED MESSAGE-----