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.