-----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, KCoX/nppcYgK6yj9pw4NNm1xDNTfdAi61G64jZN9O5rQFIh5cuMGrfkqtrD6EX1W F0kU1yJigMqgF2S0arIM8Q== 0000770949-99-000007.txt : 19990615 0000770949-99-000007.hdr.sgml : 19990615 ACCESSION NUMBER: 0000770949-99-000007 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990608 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REEBOK INTERNATIONAL LTD CENTRAL INDEX KEY: 0000770949 STANDARD INDUSTRIAL CLASSIFICATION: RUBBER & PLASTICS FOOTWEAR [3021] IRS NUMBER: 042678061 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: SEC FILE NUMBER: 001-09340 FILM NUMBER: 99642276 BUSINESS ADDRESS: STREET 1: 100 TECHNOLOGY CTR DR CITY: STOUGHTON STATE: MA ZIP: 02072 BUSINESS PHONE: 7814015000 8-A12B/A 1 8-A AMENDMENT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 REEBOK INTERNATIONAL LTD. - ------------------------------------------------------------------------------ (Exact name of registrant as specified in its charter) Massachusetts 04-2678061 - ------------------------------------------------------------------------------ (State of incorporation or organization) (IRS Employer Identification No.) 100 Technology Center Drive, Stoughton, MA 02072 - ------------------------------------------------------------------------------ (Address of principal executive offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered -------------------------- ---------------------------- Common Stock Purchase Rights New York Stock Exchange If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [ X ] If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [ ] Securities to be registered pursuant to Section 12(g) of the Act: None - ------------------------------------------------------------------------------ (Title of class) Page 1 of 8 Item 1 of Form 8-A and the Summary of Common Stock Purchase Rights attached as Exhibit B to the Common Stock Rights Agreement which is an Exhibit to the Form 8-A are hereby amended as follows: The following is added before the last paragraph of each of the above: As of May 26, 1999, the Company and the Rights Agent entered into Amendment Number 4 to the Rights Agreement which further amended the Rights Agreement to change the combined capital and surplus required of the Rights Agent pursuant to Section 21 of the Rights Agreement from $50,000,000 to $10,000,000. Effective as of June 1, 1999, the Company removed The First National Bank of Boston as Rights Agent and appointed American Stock Transfer & Trust Company ("AST") as successor Rights Agent under the Rights Agreement and AST became a party to the Rights Agreement. Pursuant to Section 21 of the Rights Agreement, AST is vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent and is deemed to be Rights Agent for all purposes of the Rights Agreement. Item 2. Exhibits Item 2 of the Form 8-A is hereby amended by adding the following three items to the Exhibit Index: Amendment No. 4 to the Rights Agreement dated as of May 26, 1999 between the Company and BankBoston (f/k/a The First National Bank of Boston), as Rights Agent. Letter agreement dated May 18, 1999 between BankBoston (f/k/a The First National Bank of Boston)and the Company. Letter agreement dated May 18, 1999 between American Stock Transfer & Trust Company and the Company. Copies of the above-listed three items are attached as exhibits to this Form 8-A/A. Page 2 of 8 SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereto duly authorized. REEBOK INTERNATIONAL LTD. (Registrant) By: /s/ BARRY NAGLER Barry Nagler Senior Vice President DATED: June 8, 1999 Page 3 of 8 EXHIBIT INDEX Sequentially Numbered Page ------------- 1. Amendment No. 4 to the Rights 5 Agreement dated as of May 26, 1999 between the Company and BankBoston (f/k/a The First National Bank of Boston), as Rights Agent. 2. Letter agreement dated May 18, 1999 7 between BankBoston (f/k/a The First National Bank of Boston) and the Company. 3. Letter agreement dated May 18, 1999 8 between American Stock Transfer & Trust Company and the Company. Page 4 of 8 EX-1 2 AMENDMENT NO. 4 REEBOK INTERNATIONAL LTD. AND BANKBOSTON, N.A. (F/K/A/ THE FIRST NATIONAL BANK OF BOSTON) AS RIGHTS AGENT COMMON STOCK RIGHTS AGREEMENT AMENDMENT NO. 4 This Agreement, dated as of May 26, 1999 (this "Agreement"), is between Reebok International Ltd., a Massachusetts corporation (the "Company") and BankBoston, N.A., as Rights Agent: WHEREAS, pursuant to Section 27 of the Rights Agreement (as defined below), the Company may from time to time supplement or amend the Rights Agreement in accordance with the provisions of Section 27 thereof; WHEREAS, the Company desires to make an amendment to the Rights Agreement; and WHEREAS, the execution and delivery of this Agreement by the Company and the Rights Agent have been in all respects duly authorized by each of them; Accordingly, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows: 1. RIGHTS AGREEMENT; DEFINITIONS. This Agreement amends the Common Stock Rights Agreement dated as of June 14, 1990 among the parties hereto (as in effect prior to giving effect to this Agreement, the "Rights Agreement"). Terms defined in the Rights Agreement as amended hereby (the Amended Rights Agreement") and not otherwise defined herein are used with the meaning so defined. 2. AMENDMENT OF RIGHTS AGREEMENT. Effective upon the date hereof, the Rights Agreement is amended as follows: 2.1 AMENDMENT TO SECTION 21. Section 21 of the Rights Agreement is amended to delete the phrase at the end of the sixth sentence thereof which reads "a combined capital and surplus of at least $50,000,000" and replace it with the phrase "a combined capital and surplus of at least $10,000,000." 3. GENERAL. This Agreement and the Amended Rights Agreement referred to herein constitute the entire understanding of the parties with respect to the subject matter hereof. Except as expressly provided for herein, the provisions of the Rights Agreement shall continue in full force and effect and shall not be affected or modified in any way by this Agreement. Page 5 of 8 This Agreement may be executed in any number of counterparts, which together shall constitute one instrument, and shall bind and inure to the benefit of the parties and their respective successors and assigns. This Agreement shall be governed by and construed in accordance with the laws (other than the conflict of law rules) of The Commonwealth of Massachusetts. Each of the undersigned has caused this Agreement to be executed and delivered by its duly authorized officer as an agreement under seal as of the date first written above. REEBOK INTERNATIONAL LTD. By: /s/ BARRY NAGLER Name: Barry Nagler Title: Senior Vice President and General Counsel BANKBOSTON, N.A. (f/k/a The First National Bank of Boston) as Rights Agent By: /s/ KATHERINE ANDERSON Name: Katherine Anderson Title: Administration Manager Page 6 of 8 EX-2 3 LETTER AGREEMENT May 18, 1999 Mr. Stephen M. Plefka Boston EquiServe 150 Royall Street Canton, Massachusetts 02021 Re: TERMINATION OF APPOINTMENT AS RIGHTS AGENT Dear Steve: Pursuant to notice sent to you by Reebok International Ltd. (the "Company") on April 30, 1999, The First National Bank of Boston (the "Bank") will be removed as Rights Agent as of May 31, 1999 under the Common Stock Rights Agreement dated as of June 14, 1990 between the Company and the Bank (the "Rights Agreement"). Such notice also informed you that American Stock Transfer & Trust Company, 40 Wall Street, New York, NY 10005 ("AST") will be appointed successor Rights Agent as of June 1, 1999. The Bank agrees to deliver and transfer to the successor Rights Agent, AST, all property held by the Bank as Rights Agent under the Rights Agreement and to provide any further assistance or documentation necessary for AST to perform its duties as Rights Agent under the Rights Agreement. Please sign below to acknowledge the removal of the Bank as Rights Agent under the Rights Agreement as of May 31, 1999 and the appointment of AST as successor Rights Agent as of June 1, 1999 and return the signed copy of this letter to Randi Ingerman, Reebok International Ltd., 100 Technology Center Drive, Stoughton, MA 02072. Sincerely, REEBOK INTERNATIONAL LTD. By: /s/ KENNETH WATCHMAKER Kenneth Watchmaker Executive Vice President and Chief Financial Officer AGREED TO AND ACKNOWLEDGED: BANKBOSTON, FORMERLY KNOWN AS THE FIRST NATIONAL BANK OF BOSTON By: /s/ TYLER HAYNES, III Date: May 24, 1999 Name: Tyler Haynes, III Title: Administration Manager Page 7 of 8 EX-3 4 LETTER AGREEMENT May 18, 1999 Mr. Michael Karfunkel American Stock Transfer & Trust Company 40 Wall Street New York, NY 10005 Re: APPOINTMENT AS RIGHTS AGENT Dear Mr. Karfunkel: Reference is made to the Common Stock Rights Agreement dated as of June 14, 1990 between Reebok International Ltd. (the "Company") and the The First National Bank of Boston (the "Bank") (the "Rights Agreement"). Pursuant to Section 21 of the Rights Agreement, the Company hereby appoints American Stock Transfer & Trust Company ("AST") as successor Rights Agent under the Rights Agreement as of June 1, 1999 (a copy of which has been provided to you) and AST hereby agrees that (a) it will serve as such successor Rights Agent, (b) by signing below, it shall be a party to the Rights Agreement effective as of June 1, 1999 and be bound by all of the terms and conditions thereof in connection with its role as Rights Agent and (c) it shall be deemed to be Rights Agent for all purposes of the Rights Agreement. AST further agrees that it will mail a notice of its appointment as successor Rights Agent, in the form approved in advance by the Company, to the registered holders of the Rights Certificates as provided in Section 21 of the Rights Agreement. Sincerely, REEBOK INTERNATIONAL LTD. By: /s/ KENNETH WATCHMAKER Kenneth Watchmaker Executive Vice President and Chief Financial Officer ACCEPTED AND AGREED TO BY AMERICAN STOCK TRANSFER & TRUST COMPANY By: /s/ Michael Karfunkel Name: Michael Karfunkel Title: President Page 8 of 8 -----END PRIVACY-ENHANCED MESSAGE-----