-----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, OWOJMfWupm5CinJu8Uay1d0WBL7W9kEbU+pouM8vVGcWmfqaNR65wx/V6sehi2eB n2CVbDSytwmv0yVj0HHf+w== 0000932384-99-000235.txt : 19990825 0000932384-99-000235.hdr.sgml : 19990825 ACCESSION NUMBER: 0000932384-99-000235 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990823 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990824 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OEA INC /DE/ CENTRAL INDEX KEY: 0000073864 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 362362379 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-06711 FILM NUMBER: 99698192 BUSINESS ADDRESS: STREET 1: 34501 E QUINCY AVE CITY: DENVER STATE: CO ZIP: 80250 BUSINESS PHONE: 3036931248 MAIL ADDRESS: STREET 1: P O BOX 100488 CITY: DENVER STATE: CO ZIP: 80250 8-K 1 FORM 8-K (8/23/99) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT - AUGUST 23, 1999 (date of earliest event reported) OEA, INC. (exact name of registrant as specified in its charter) COMMISSION FILE NO. 1-6711 DELAWARE 36-2362379 (state of incorporation) (I.R.S. Employer Identification No.) 34501 EAST QUINCY AVENUE P.O. BOX 100488 80250 DENVER, COLORADO (Zip Code) (address of principal executive offices) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (303) 693-1248 FORM 8-K OEA, INC. AUGUST 23, 1999 ITEM 5. OTHER EVENTS. On August 23, 1999, OEA, Inc. (the "Company") entered into the Second Amendment to Rights Agreement (the "Amendment") which amended a Rights Agreement dated as of March 25, 1999, as amended (the "Rights Agreement") between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent. Pursuant to the Amendment, effective August 23, 1999, the Company has replaced ChaseMellon Shareholder Services, L.L.C. as Rights Agent under the Rights Agreement. The successor Rights Agent is LaSalle Bank National Association. ITEM 7(c). EXHIBITS FILED. Exhibit Number Description - -------------- ----------- 4.1 Second Amendment to Rights Agreement, dated as of August 23, 1999, among OEA, Inc., ChaseMellon Shareholder Services, L.L.C. and LaSalle Bank National Association. -2- SIGNATURES Pursuant to the requirements 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. OEA, INC. By: /s/ J. THOMPSON MCCONATHY --------------------------------- J. Thompson McConathy Vice President Finance Dated: August 24, 1999 -3- EX-4 2 EXHIBIT 4.1 SECOND AMENDMENT TO RIGHTS AGREEMENT This Second Amendment to Rights Agreement (the "Amendment") is entered into as of August 23, 1999, between OEA, Inc., a Delaware corporation (the "Company"), ChaseMellon Shareholder Services, L.L.C. (the "Predecessor Rights Agent") and LaSalle Bank National Association (the "Successor Rights Agent"). WHEREAS, the Company and the Predecessor Rights Agent are parties to that certain Rights Agreement, dated as of March 25, 1998, as amended by the First Amendment to Rights Agreement, dated as of February 19, 1999 (the "Rights Agreement"); WHEREAS, pursuant to Section 21 of the Rights Agreement, the Company has appointed the Successor Rights Agent to assume the duties of the "Rights Agent" under the Rights Agreement; and WHEREAS, The Company, the Successor Rights Agent and the Predecessor Rights Agent, wish to provide for certain matters to ensure an orderly transition of the Rights Agent duties. NOW THEREFORE, in consideration of the promises and the mutual agreements herein set forth, the parties hereby agree as follows: 1. CERTAIN DEFINITIONS. For purposes of this Amendment, capitalized terms not otherwise defined shall have the meaning given them in the Rights Agreement. 2. SUCCESSION. Effective on August 23, 1999 and pursuant to Section 21 of the Rights Agreement, (i) the Successor Rights Agent is hereby appointed as the Rights Agent under the Rights Agreement and is hereby vested with the powers, rights, duties and responsibilities thereof under the Rights Agreement and hereby assumes such position and agrees to discharge the duties thereof under the Rights Agreement until its removal or resignation, and (ii) the Predecessor Rights Agent is hereby discharged from its duties as Rights Agent under the Rights Agreement. 3. REPRESENTATIONS OF SUCCESSOR RIGHTS AGENT. The Successor Rights Agent represents and warrants to the Company as follows: (i) it is a corporation organized and doing business under the laws of the United States, (ii) it is duly organized and in good standing under the laws of its home jurisdiction and is qualified to do business in New York, (iii) it maintains a drop location in the State of New York, (iv) it is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority, and (v) it has a combined capital and surplus of at least $50 million. 4. COVENANT OF PREDECESSOR RIGHTS AGENT. The Predecessor Rights Agent agrees to deliver and transfer to the Successor Rights Agent any property relating to the Company and the Rights Agreement held by it and to execute and deliver any further assurance, conveyance, act or deed necessary for the purpose of this Amendment. 5. EFFECT OF AMENDMENT. Except as expressly amended hereby, the Rights Agreement shall remain in full force and effect. 6. SEVERABILITY. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 7. GOVERNING LAW. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware 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. 8. COUNTERPARTS. 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. DESCRIPTIVE HEADINGS. Descriptive headings of the several Sections of this Amendment are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof. * * * * * -2- IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and their seals attested, all as of the day and year first above written. OEA, INC., the Company By: /s/ JOHN E. BANKO ------------------------------------- Name: John E. Banko Title: Assistant Treasurer LASALLE BANK NATIONAL ASSOCIATION, as Successor Rights Agent By: /s/ GREGORY MALATIA ------------------------------------- Name: Gregory Malatia Title: First Vice President CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Predecessor Rights Agent By: /s/ MONA VORHEES ------------------------------------- Name: Mona Voorhees Title: Assistant Vice President -3- -----END PRIVACY-ENHANCED MESSAGE-----