8-A12G/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-A/A

AMENDMENT NO. 1

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

SYNBIOTICS CORPORATION

(Exact name of registrant as specified in charter)

California	0-11303	95-3737816
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

11011 Via Frontera, San Diego, California	92127
(Address of principal executive offices)	(Zip Code)

(858) 451-3771

(Registrant’s telephone number, including area code)

Securities to be registered pursuant to Section 12(b) of the Act:

NONE

(Title of Class)

Securities to be registered pursuant to Section 12(g) of the Act:

PREFERRED STOCK PURCHASE RIGHTS

(Title of Class)

ITEM 1.    DESCRIPTION OF REGISTRANT’S SECURITIES TO BE REGISTERED

On January 25, 2002, Synbiotics Corporation (the “Company”) amended its Rights Agreement, dated October 1, 1998 (the “Rights Plan”), to render the rights under the Rights Plan inapplicable to the signing by the Company of the Stock Purchase Agreement (the “Stock Purchase Agreement”), dated as of January 25, 2002, between the Company and Redwood West Coast, LLC (“Redwood”), the commencement or consummation of any of the transactions contemplated by the Stock Purchase Agreement, the execution of any other document or agreement contemplated by the Stock Purchase Agreement and any acquisition of beneficial ownership of the Company’s common stock after the closing of the transactions contemplated by the Stock Purchase Agreement by Redwood or any of its affiliates or subsidiaries that would not result in the aggregate beneficial ownership of the Company’s common stock of Redwood and its affiliates and subsidiaries exceeding eighty-five percent (85%) of the sum of the total number of outstanding shares of the Company’s common stock and the total number of shares of the Company’s common stock issuable upon conversion of shares of the Company’s Series B Preferred Stock issued pursuant to the Stock Purchase Agreement. The Form of Amendment to Rights Agreement and Certification of Compliance with Section 27 Thereof is attached hereto as Exhibit 1 and is incorporated by reference herein.

ITEM 2.    EXHIBITS

1.    Form of Amendment to Rights Agreement and Certification of Compliance with Section 27 Thereof.

2

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SY NBIOTICS CORPORATION

Date: January 25, 2002

                /s/    PAUL A. ROSINACK

Pau l A. Rosinack

Pre sident and Chief Executive Officer

3

EXHIBIT INDEX

Exhibit No.	Exhibit
1	Form of Amendment to Rights Agreement and Certification of Compliance with Section 27     Thereof

4

EX-1

EXHIBIT 1

AMENDMENT TO RIGHTS AGREEMENT AND CERTIFICATION OF COMPLIANCE WITH SECTION 27 THEREOF

This Amendment, dated as of January 25, 2002 (the “Amendment”), to the Rights Agreement, dated as of October 1, 1998 (the “Agreement”), between Synbiotics Corporation, a California corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company (formerly known as ChaseMellon Shareholder Services, LLC), as rights agent (the “Rights Agent”). Capitalized terms used in this Amendment without definition shall have the respective meanings ascribed to them in Agreement.

Pursuant to Section 27 of the Agreement, this Amendment is being executed by the Company and the Rights Agent for the purpose of amending the Agreement as set forth below:

The Agreement is hereby amended as follows:

1.    Section 1 shall be amended by inserting the following at the end of the definition of “Acquiring Person”:

“Notwithstanding the foregoing, neither of Redwood West Coast, LLC, a Delaware limited liability company (“Acquiror”), or any subsidiary or Affiliate of Acquiror, shall be an Acquiring Person solely by virtue of (a) the execution of the Stock Purchase Agreement dated as of January 25, 2002 by and between Acquiror and the Company (the “Stock Purchase Agreement”), or the consummation of any of the transactions contemplated by the Stock Purchase Agreement, or (b) any acquisition of Beneficial Ownership of Common Stock after the Closing Date (as such term is defined in the Stock Purchase Agreement) by Acquiror or any subsidiary or Affiliate of Acquiror that does not result in the aggregate beneficially owned holdings of Common Stock of all of such Persons being in excess of eighty-five percent (85%) of the sum of the total number of outstanding shares of Common Stock after such acquisition and the total number of shares of Common Stock issuable upon conversion of shares of Series B Preferred Stock of the Company outstanding after such acquisition (any such acquisition described by this clause (b) shall be referred to herein as a “Redwood Share Acquisition”).”

2.    Section 1 shall be amended by inserting the following at the end of the definition of “Shares Acquisition Date”:

“Notwithstanding the foregoing, no Shares Acquisition Date shall occur solely by reason of the execution of the Stock Purchase Agreement or the consummation of any of the transactions contemplated by the Stock Purchase Agreement or any Redwood Share Acquisition.”

1

3.    Section 1 shall be amended by inserting the following at the end of the definition of “Triggering Event”:

“Notwithstanding the foregoing, a “Triggering Event” shall not occur solely by reason of the execution of the Stock Purchase Agreement or the consummation of any of the transactions contemplated by the Stock Purchase Agreement or any Redwood Share Acquisition.”

4.    Section 3(a) shall be amended by inserting the following at the end of such Section 3(a):

“Notwithstanding the foregoing or any provision to the contrary in this Agreement, a Distribution Date shall not occur solely by reason of the execution of the Stock Purchase Agreement or the consummation of any of the transactions contemplated by the Stock Purchase Agreement or any Redwood Share Acquisition.”

5.    Section 13 shall be amended by inserting the following as Section 13(f) at the end of Section 13:

“(f) Notwithstanding the foregoing, no Section 13 Event shall occur solely by reason of the execution of the Stock Purchase Agreement or the consummation of any of the transactions contemplated by the Stock Purchase Agreement or any Redwood Share Acquisition.”

6.    This Amendment shall be deemed effective as of January 25, 2002 as if executed by both parties hereto on such date.

7.    This Amendment shall be deemed to be a contract made under the laws of the State of California 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; provided, however, that all provisions regarding the rights, duties and obligations of the Rights Agent shall be governed and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State.

8.    This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

9.    Except as amended hereby, the Agreement shall remain in full force and effect.

10.    The undersigned officer of the Company, being an appropriate officer of the Company and authorized to do so by resolutions of the Board of Directors of the Company dated as of January 9, 2002 and January 24, 2002, hereby certifies to the Rights Agent that these amendments are in compliance with the terms of Section 27 of the Agreement.

[Remainder of this page intentionally left blank]

2

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and attested, all as of the day and year first above written.

SYNBIOTICS CORPORATION
By:	/s/    PAUL A. ROSINACK
	Paul A. Rosinack President and Chief Executive Officer

ATTEST:
By:	/s/    MICHAEL K. GREEN
	Michael K. Green Chief Financial Officer and Secretary

MELLON INVESTOR SERVICES LLC, as Rights Agent
By:	/s/    JOSEPH CANNATA
	Name: Joseph Cannata Title: Assistant Vice President

ATTEST:
By:	/s/    MICHAEL DZIECIOLOWSKI
	Name: Michael Dzieciolowski Title: Assistant Vice President

3