-----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, U69SjNBFIqJVN+jANw7J7sbDXYOzZrth45faNa8UHYGUoZ8c+pJn/XhvLzEgdMuU cMilpJ4fxre86BSCNlbAEQ== 0000950137-98-001163.txt : 19980327 0000950137-98-001163.hdr.sgml : 19980327 ACCESSION NUMBER: 0000950137-98-001163 CONFORMED SUBMISSION TYPE: 8-A12G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980326 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ULTRA PAC INC CENTRAL INDEX KEY: 0000813134 STANDARD INDUSTRIAL CLASSIFICATION: CONVERTED PAPER & PAPERBOARD PRODS (NO CONTAINERS/BOXES) [2670] IRS NUMBER: 411581031 STATE OF INCORPORATION: MN FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-A12G/A SEC ACT: SEC FILE NUMBER: 000-18252 FILM NUMBER: 98573579 BUSINESS ADDRESS: STREET 1: 21925 INDUSTRIAL BLVD CITY: ROGERS STATE: MN ZIP: 55374 BUSINESS PHONE: 6124288340 MAIL ADDRESS: STREET 1: 21925 INDUSTRIAL BLVD CITY: ROGERS STATE: MN ZIP: 55374 8-A12G/A 1 AMENDMENT NO.1 TO FORM 8-A 1 FORM 8-A/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 1 ULTRA PAC, INC. -------------------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) MINNESOTA 41-1581031 --------- ---------- (STATE OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.) 21925 INDUSTRIAL BOULEVARD, ROGERS, MINNESOTA 55374 - -------------------------------------------------------------------------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) IF THIS FORM RELATES TO THE REGISTRATION IF THIS FORM RELATES TO THE REGISTRATION OF A OF A CLASS OF DEBT SECURITIES AND IS CLASS OF DEBT SECURITIES AND IS TO BECOME EFFECTIVE UPON FILING PURSUANT TO EFFECTIVE SIMULTANEOUSLY WITH THE GENERAL INSTRUCTION A(c)(1) PLEASE EFFECTIVENESS OF A CONCURRENT REGISTRATION CHECK THE FOLLOWING BOX. [ ] STATEMENT UNDER THE SECURITIES ACT OF 1933 PURSUANT TO GENERAL INSTRUCTION A(c)(2) PLEASE CHECK THE FOLLOWING BOX. [ ]
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: PREFERRED STOCK PURCHASE RIGHTS 2 Item 1. Description of Registrant's Securities to be Registered. Item 1 is amended to add the following: As publicly announced on March 23, 1997, Ultra Pac, Inc. (the "Company") has entered into an Agreement and Plan of Merger (the "Merger Agreement") with IPC, Inc., a Delaware corporation ("IPC") and Package Acquisition, Inc., a Minnesota corporation and a wholly-owned subsidiary of IPC ("Acquisition"). In connection with the Merger Agreement, the Company executed Amendment No. 1 ("Amendment No. 1") to the Rights Agreement dated as of February 27, 1998 (the "Rights Agreement") between the Company and Norwest Bank Minnesota, N.A. Amendment No. 1 amends Sections 1(a), 3(a), 11, and 13 of the Rights Agreement to provide that the announcement, commencement or consummation of the Offer (as defined in the Merger Agreement) or the execution of the Merger Agreement or the consummation of the transactions contemplated thereby (including, without limitation, the Offer and the Merger (as defined in the Merger Agreement)), will not (i) cause IPC, Acquisition or any of their respective Affiliates or Associates to become an "Acquiring Person" (as defined in the Rights Agreement), (ii) give rise to a "Distribution Date" (as defined in the Rights Agreement) or (iii) trigger certain other events specified in the Rights Agreement. In addition, Amendment No. 1 amends Section 7(a) to provide that the Rights (as defined in the Rights Agreement) are exercisable at or prior to the earliest of (i) the close of business on February 27, 2008, (ii) immediately prior to the effective time of the Merger, (iii) the time at which the Rights are redeemed as provided in Section 23 of the Rights Agreement or (iv) the time at which the Rights are exchanged as provided in Section 24 of the Rights Agreement. The Rights Agreement is filed as Exhibit 1 to the Company's Registration Statement on Form 8-A dated February 27, 1998. Amendment No. 1 is attached as Exhibit 2 to this Form 8-A/A. The foregoing summary description of the Rights does not purport to be complete and is qualified in its entirety by the reference to such exhibits which are hereby incorporated herein by reference in their entirety. Item 2.Exhibits. Exhibit Number Description of Document 1 Rights Agreement dated as of February 27, 1998 between Ultra Pac, Inc. and Norwest Bank Minnesota, N.A., which includes as Exhibit A the Form of Certificate of Designation, Preferences and Rights, as Exhibit B the Form of Rights Certificate and as Exhibit C the Summary of Rights to Purchase Preferred Stock. Pursuant to the Rights Agreement, Rights Certificates will not be mailed until after the Distribution Date (as that term is defined in the Rights Agreement). (Incorporated by reference to the Company's Registration Statement on Form 8-A dated February 27, 1998). -2- 3 2 Amendment No. 1 to Rights Agreement dated as of March 23, 1998 between Ultra Pac, Inc. and Norwest Bank Minnesota, N.A. -3- 4 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, thereunto duly authorized. ULTRA PAC, INC. (Registrant) Dated: March 26, 1998 By: /s/ CALVIN KRUPA ---------------------------------------- Calvin Krupa President and Chief Executive Officer 5 Index to Exhibits
Exhibit No. Exhibit Page No. * - ----------- ------- ---------- 1 Rights Agreement dated as of February 27, 1998 between Ultra Pac, Inc. and Norwest Bank Minnesota, N.A., which includes as Exhibit A the Form of Certificate of Designation, Preferences and Rights, as Exhibit B the Form of Rights Certificate and as Exhibit C the Summary of Rights to Purchase Preferred Stock. Pursuant to the Rights Agreement, Rights Certificates will not be mailed until after the Distribution Date (as that term is defined in the Rights Agreement). (Incorporated by reference to the Company's Registration Statement on Form 8-A dated February 27, 1998). 2 Amendment No. 1 to Rights Agreement dated as of March 23, 1998 between Ultra Pac, Inc. and Norwest Bank Minnesota, N.A.
- ------------------------------- * Only on manually signed copy. EX-1 2 AMENDMENT NO. 1 TO RIGHTS AGREEMENT 1 AMENDMENT NO. 1 TO RIGHTS AGREEMENT AMENDMENT NO. 1 TO RIGHTS AGREEMENT, dated as of March 23, 1998, between ULTRA PAC, INC., a Minnesota corporation (the "Company"), and NORWEST BANK MINNESOTA, N.A. (the "Rights Agent"), amending the Rights Agreement, dated as of February 27, 1998, between the Company and the Rights Agent (the "Rights Agreement"). W I T N E S S E T H WHEREAS, the Board of Directors of the Company has approved an Agreement and Plan of Merger (the "Merger Agreement") by and among IPC, Inc., a Delaware corporation ("IPC"), Package Acquisition, Inc., a Minnesota corporation and a wholly-owned subsidiary of IPC ("Acquisition"), and the Company, providing for Acquisition to commence an all-cash tender offer for all outstanding shares of capital stock of the Company (the "Offer") and for the subsequent merger of Acquisition with and into the Company (the "Merger"); WHEREAS, the Board of Directors of the Company has determined that the Offer and the Merger are fair to and in the best interests of the Company and its shareholders; WHEREAS, the willingness of IPC and Acquisition to enter into the Merger Agreement is conditioned on, among other things, the amendment of the Rights Agreement on the terms set forth herein; WHEREAS, Section 27 of the Rights Agreement provides that, the Company may from time to time supplement or amend the Rights Agreement without the approval of any holders of Rights Certificates to, among other things, make any provisions with respect to the Rights which the Company may deem necessary or desirable, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent; provided, however, that from and after such time as any Person becomes an Acquiring Person, the Rights Agreement may not be amended in any manner which would adversely affect the interest of the holders of Rights; and WHEREAS, in compliance with Section 27 of the Rights Agreement, the Company and the Rights Agent desire to amend the Rights Agreement as hereinafter set forth and have executed and delivered this Amendment immediately prior to the execution and delivery of the Merger Agreement. NOW, THEREFORE, in consideration of the premises and mutual agreements set forth in the Rights Agreement and this Amendment, the parties hereby agree as follows: 1. Section 1 of the Rights Agreement is hereby amended by adding the following definitions thereto: "Acquisition" shall mean Package Acquisition, Inc., a Minnesota corporation and a 2 wholly-owned subsidiary of IPC. "IPC" shall mean IPC, Inc., a Delaware corporation. "Merger" shall mean the merger of Acquisition with and into the Company as contemplated by the Merger Agreement. "Merger Agreement" shall mean the Agreement and Plan of Merger, dated as of March 23, 1998, by and among IPC, Acquisition and the Company, as the same may be amended in accordance with the terms thereof. "Offer" shall have the meaning set forth in the Merger Agreement. 2. Section 1(a) of the Rights Agreement is hereby amended by adding to the end thereof the following: "Notwithstanding anything to the contrary contained herein, neither IPC nor Acquisition nor any of their respective Affiliates or Associates shall be or become an "Acquiring Person" (and no Shares Acquisition Date shall occur) as a result of (i) the announcement, commencement or consummation of the Offer, or (ii) the execution of the Merger Agreement (or any amendment thereto in accordance with the terms thereof) or the consummation of the transactions contemplated thereby (including, without limitation, the Offer and the Merger)." 3. Section 3(a) of the Rights Agreement is hereby amended by adding to the end thereof the following: "Notwithstanding anything to the contrary contained herein, no Distribution Date shall occur as a result of (i) the announcement, commencement or consummation of the Offer, or (ii) the execution of the Merger Agreement (or any amendment thereto in accordance with the terms thereof) or the consummation of the transactions contemplated thereby (including, without limitation, the Offer and the Merger), and no Distribution Date will, in any event, occur prior to the effective time of the Merger or the earlier termination of the Merger Agreement." 4. Section 7(a) of the Rights Agreement is hereby amended by replacing "(the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date"), or (iii) the time at which such rights are exchanged as provided in Section 24 hereof" with the following: ",(ii) immediately prior to the effective time of the Merger (the earlier of (i) and (ii) being herein referred to as the "Final Expiration Date"), (iii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date"), or (iv) the time at which such Rights are exchanged as provided in Section -2- 3 24 hereof." 5. Section 11 of the Rights Agreement is hereby amended by adding to the end thereof the following: "(o) Notwithstanding anything to the contrary contained herein, the provisions of this Section 11 will not apply to or be triggered by (i) the announcement, commencement or consummation of the Offer, or (ii) the execution of the Merger Agreement (or any amendment thereto in accordance with the terms thereof) or the consummation of the transactions contemplated thereby (including, without limitation, the Offer and the Merger)." 6. Section 13 of the Rights Agreement is hereby amended by adding to the end thereof the following: "(d) Notwithstanding anything to the contrary contained herein, the provisions of this Section 13 will not apply to or be triggered by the execution of the Merger Agreement or any amendment thereto or the consummation of the transactions contemplated thereby (including, without limitation, the Merger)." 7. The term "Agreement" as used in the Rights Agreement shall be deemed to refer to the Rights Agreement as amended by this Amendment No. 1. 8. Capitalized terms used herein but not defined herein shall have the respective meanings ascribed to them in the Rights Agreement. 9. Except as set forth herein, the Rights Agreement shall remain in full force and effect and shall be otherwise unaffected hereby. 10. This Amendment No. 1 may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. -3- 4 IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed, all as of the day and year first above written. ULTRA PAC, INC. Attest: By: /s/ JAMES A. THOLE By: /s/ CALVIN KRUPA -------------------------- ------------------------------------ Name: James A. Thole Name: Calvin Krupa Title: Secretary Title: President and Chief Executive Officer NORWEST BANK MINNESOTA, N.A. Attest: By: /s/ BARB NOVAK By: /s/ TAMMY BRUSEHAVER -------------------------- ------------------------------------ Name: Barb Novak Name: Tammy Brusehaver Title: Vice President Title: Officer -----END PRIVACY-ENHANCED MESSAGE-----