-----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, Ke/fFpz43ziYWhpwyjWZdXdXqRlAGg3tN+1GtrDlvZezz1MBdeUuai7Lvk85p8JF rlv/sJFPaTcfZNhNgFc4oQ== 0000898822-97-001159.txt : 19971229 0000898822-97-001159.hdr.sgml : 19971229 ACCESSION NUMBER: 0000898822-97-001159 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19971222 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19971223 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PACIFIC SCIENTIFIC CO CENTRAL INDEX KEY: 0000075608 STANDARD INDUSTRIAL CLASSIFICATION: MOTORS & GENERATORS [3621] IRS NUMBER: 940744970 STATE OF INCORPORATION: CA FISCAL YEAR END: 1226 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 001-07744 FILM NUMBER: 97743748 BUSINESS ADDRESS: STREET 1: 620 NEWPORT CENTER DR STE 700 CITY: NEWPORT BEACH STATE: CA ZIP: 92658 BUSINESS PHONE: 7147201714 MAIL ADDRESS: STREET 1: 620 NEWPORT CENTER DRIVE STE 700 CITY: NEWPORT BEACH STATE: CA ZIP: 92658 8-K/A 1 FORM 8-K/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (AMENDMENT NO. 2) PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 22, 1997 Pacific Scientific Company (Exact name of registrant as specified in its charter) California (State or other jurisdiction of incorporation) 1-7744 94-0744970 Commission File Number (IRS Employer Identification No.) 620 Newport Center Drive, Suite 700 Newport Beach, California 92660 (Address of principal executive offices) (Zip Code) (714) 720-1714 Registrant's Telephone Number Item 5. Other Events. This amendment amends and supplements the Registration Statement on Form 8-K, as filed with the Securities and Exchange Commission on December 22, 1997, with respect to the rights (the "Rights") issued pursuant to the Preferred Share Purchase Rights Agreement (the "Rights Agreement"), by and between the Company and ChaseMellon Shareholder Services, L.L.C. as rights agent (the "Rights Agent"), dated as of December 21, 1997 (the "Rights Agreement"). The Company has determined and announced that the record date relating to the Rights to be distributed to holders of Common Stock pursuant to the Rights Agreement will be December 29, 1997. A letter agreement between the Company the Rights Agent, and a press release relating to such matter are attached hereto as Exhibits 3 and 4 and are incorporated herein by reference. Item 7. Exhibits. Item 7 is hereby amended and supplemented by adding thereto the following: Exhibit 3. Letter agreement, dated as of December 22, 1997, by and between the Company and the Rights Agent. Exhibit 4. Press Release issued by the Company on December 22, 1997 with respect to the record date for the Rights. SIGNATURE 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 under- signed, thereunto duly authorized. Dated: December 23, 1997 PACIFIC SCIENTIFIC COMPANY By: /s/ Lester Hill Name: Lester Hill Title:Chairman and Chief Executive Officer EXHIBIT LIST Exhibit 3. Letter agreement, dated as of December 22, 1997, by and between the Company and the Rights Agent. Exhibit 4. Press Release issued by the Company on December 22, 1997 with respect to the record date for the Rights. EX-99 2 EXHIBIT 99.3 - LETTER AGREEMENT EXHIBIT 3 [PACIFIC SCIENTIFIC COMPANY LETTERHEAD] ChaseMellon Shareholder Services, L.L.C. 400 South Hope Street 4th Floor Los Angeles, CA 90071 Ladies and Gentlemen: Reference is hereby made to the Preferred Share Purchase Rights Agreement (the "Rights Agreement"), by and between Pacific Scientific Company (the "Company") and ChaseMellon Shareholder Services, L.L.C. (the "Rights Agent"). This letter, which upon the signature of each of the Company and the Rights Agent will constitute an amendment to the Rights Agreement, will confirm that, notwithstanding anything to the contrary in the Rights Agreement, the Record Date for the determination of shareholders of the Company who are entitled to receive a distribution of the Rights will be December 29, 1997. Please indicate your acceptance of the foregoing by signing as indicated below. Very Truly Yours, By: /s/ Lester Hill Title: Chairman and Chief Executive Officer AGREED AND ACCEPTED: CHASEMELLON SHAREHOLDER SERVICES L.L.C. By: /s/ Michael Dzieciolowski Title: Relationship Manager EX-99 3 EXHIBIT 99.4 - PRESS RELEASE EXHIBIT 4 NEWS RELEASE FOR: Pacific Scientific Company CONTACT: Morgen-Walke Associates Edward Nebb 212-850-5600 John Swenson, Alex Wellins 415-296-7383 For Immediate Release MacKenzie Partners Daniel Burch Stanley Kay 212-929-5748 PACIFIC SCIENTIFIC COMPANY ANNOUNCES RECORD DATE FOR PREFERRED SHARE PURCHASE RIGHTS NEWPORT BEACH, CALIFORNIA, December 22, 1997 -- Pacific Scien- tific Company (NYSE:PSX) has announced that the record date relating to the Preferred Share Purchase Rights to be distrib- uted to holders of common stock of Pacific Scientific pursuant to the Rights Agreement adopted by Pacific Scientific on Decem- ber 21, 1997 will be December 29, 1997. A copy of the Rights Agreement was filed by Pacific Scientific with the Securities and Exchange Commission earlier today as an exhibit to Pacific Scientific's Solicitation/Recommendation Statement on Schedule 14D-9. Headquartered in Newport Beach, California, Pacific Scientific Company designs, manufactures and markets motion control, pro- cess control and safety equipment. # # # -----END PRIVACY-ENHANCED MESSAGE-----