-----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, DB4Uc8QZWSeIARlQ64sMyJ9uAxtQvbHEam3hoVxeeu+n9EeUMx32409KGaQ7k3Le q9M+rNGyf7eM4uI5/62mrA== 0001047469-99-022750.txt : 19990625 0001047469-99-022750.hdr.sgml : 19990625 ACCESSION NUMBER: 0001047469-99-022750 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990601 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RAYCHEM CORP CENTRAL INDEX KEY: 0000082206 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 941369731 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: SEC FILE NUMBER: 001-08341 FILM NUMBER: 99638576 BUSINESS ADDRESS: STREET 1: 300 CONSTITUTION DRIVE STREET 2: MS 120/1A CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 6503613333 MAIL ADDRESS: STREET 1: 300 CONSTITUTION DRIVE STREET 2: MS 120/1A CITY: MENLO PARK STATE: CA ZIP: 94025-1164 FORMER COMPANY: FORMER CONFORMED NAME: RAYTHERM CORP DATE OF NAME CHANGE: 19720526 8-A12B/A 1 8-A12B/A - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 1 RAYCHEM CORPORATION ------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) Delaware 94-1369731 ------------------------------ ------------------- (Jurisdiction of incorporation (I.R.S. Employer or organization) Identification No.) 300 Constitution Drive Menlo Park, California 94025 ---------------------------------------- ------------------- (Address of principal executive offices) (Zip Code) If this Form relates to the If this Form relates to the registration of a class of securities registration of a class of securities pursuant to Section 12(b) of the pursuant to Section 12(g) of the Exchange Act and is effective pursuant Exchange Act and is effective pursuant to General Instruction A.(c), check to General Instruction A.(d), check the following box. / / the following box. / / Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on Title of each class to be so registered which each class is to be registered ---------------------------------------- ------------------------------------ Preferred Share Purchase Rights pursuant to Rights New York Stock Exchange Agreement.
Securities Act registration statement file number to which this form relates:_________________ (If Applicable) Securities to be registered pursuant to Section 12(g) of the Act: Not Applicable ---------------------------- (Title of class) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- INFORMATION REQUIRED IN REGISTRATION STATEMENT The undersigned Registrant hereby amends the following items, exhibits or other portions of its Application for Registration on Form 8-A dated December 14, 1998 for its Preferred Share Purchase Rights pursuant to Rights Agreement, as set forth in the pages attached hereto. Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. Item 1 of the Form 8-A dated December 14, 1998 (as so amended, the "Form 8-A/A") filed by Raychem Corporation, a Delaware corporation (the "Company"), is hereby amended to include the following: On May 19, 1999, the Company entered into an Agreement and Plan of Merger and Reorganization with Tyco International Ltd., a Bermuda company ("Tyco"), and Tyco International (PA) Inc., a Nevada corporation and a wholly-owned subsidiary of Tyco, pursuant to which the Company will merge with and into Tyco International (PA) Inc. (the "Merger"). In the Merger, the Company's stockholders will receive aggregate consideration consisting of (i) cash equal to $18.50 multiplied by the number of shares of Company common stock outstanding at the effective time of the Merger and (ii) Tyco common shares equal to 0.2070 multiplied by the number of shares of Company common stock outstanding at such time. This cash and Tyco shares will be apportioned such that stockholders will receive for each of their shares of Company common stock merger consideration having a value of $18.50 plus the value of 0.2070 of a Tyco share. Stockholders may elect to receive this consideration in cash, Tyco shares or a combination of cash and Tyco shares. If more cash is elected than the aggregate available cash, there will be proration. Under the proration formula, stockholders will receive for Company shares as to which they have made a cash election cash and Tyco shares having the combined value per share of Company common stock stated above. Similarly, if more Tyco shares are elected than the aggregate available Tyco shares, stockholders will receive for shares of Company common stock as to which they have made a stock election a combination of Tyco shares and cash. Any stockholders who exercise rights of appraisal will not receive the merger consideration described above, and the aggregate amount of cash payable to all other stockholders will be reduced by an amount equal to the number of shares as to which appraisal rights have been exercised multiplied by the value per share of Company common stock of the merger consideration. The value of a Tyco common share for all these purposes will be the weighted average sale prices per Tyco common share on the New York Stock Exchange on the three consecutive trading days beginning on the date of the Merger. Based upon the May 18, 1999 closing price of a Tyco share on the New York Stock Exchange of $89.375, $18.50 plus the value of .2070 of a Tyco share is equal to $37.00. Based upon the number of shares of the Company common stock outstanding as of May 18, 1999, 2 approximately $1.4 billion in cash and 16.1 million Tyco shares will be paid to Raychem's stockholders in the aggregate. Consummation of the Merger is subject to certain conditions, including receipt of the approval of the Merger by the stockholders of the Company and receipt of required regulatory approvals. In connection with the Merger Agreement, the Company executed the Amendment to Rights Agreement, dated as of May 19, 1999 (the "Rights Amendment"), between the Company and the Rights Agent. The Rights Amendment provides that Tyco, Tyco International (PA) Inc. and their affiliates will not become an "Acquiring Person" and that no "Distribution Date"; "Section 11.1.2 Event", "Section 13 Event", "Shares Acquisition Event", or "Triggering Event" (as such terms are defined in the Rights Agreement) will occur as a result of the approval, execution or delivery of the Merger Agreement or the consummation of the Merger. Item 2. EXHIBITS. The following exhibits are filed herewith (or incorporated herein by reference): 1. Rights Agreement, dated as of December 11, 1998, between Raychem Corporation and Harris Trust and Savings Bank as Rights Agent, which includes: as Exhibit A thereto, the Form of Certificate of Designation, Preferences and Rights of Series RP Preferred Stock of Raychem Corporation; Exhibit B thereto, the Form of Right Certificate; and, as Exhibit C thereto, the Summary of Rights to Purchase Series RP Preferred Stock.* 2. Amendment to Rights Agreement, dated as of May 19, 1999, between Raychem Corporation and Harris Trust and Savings Bank as Rights Agent. - -------------------- *Previously filed. SIGNATURES 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. RAYCHEM CORPORATION By: /s/ Karen O. Cottle ---------------------------------------- Name: Karen O. Cottle Title: Vice President, General Counsel and Secretary Date: May 27, 1999 EXHIBIT INDEX
Sequentially Exhibit No. Numbered Page ----------- ------------- 1. Rights Agreement, dated as of December 11, 1998, between Raychem Corporation and Harris Trust and Savings Bank as Rights Agent, which includes: as Exhibit A thereto, the Form of Certificate of Designation, Preferences and Rights of Series RP Preferred Stock of Raychem Corporation; Exhibit B thereto, the Form of Right Certificate; and, as Exhibit C thereto, the Summary of Rights to Purchase Series RP Preferred Stock.* 2. Amendment to Rights Agreement, dated as of May 19, 1999, between Raychem Corporation and Harris Trust and Savings Bank as Rights Agent.
- ------------------------------ * Previously filed. EX-2 2 EXHIBIT 2 AMENDMENT TO RIGHTS AGREEMENT THIS AMENDMENT TO THE RIGHTS AGREEMENT, effective as of May 19, 1999 (this "AMENDMENT"), by and between Raychem Corporation, a Delaware corporation (the "COMPANY"), and Harris Trust and Savings Bank (the "RIGHTS AGENT"), at the Company's direction. Capitalized terms used herein and not otherwise defined are used as defined in Rights Agreement (as defined below). WHEREAS, the Company and the Rights Agent entered into a Rights Agreement, dated as of December 11, 1998 (the "RIGHTS AGREEMENT"), setting forth the terms of the Rights; WHEREAS, the Company and the Rights Agent may, from time to time, supplement or amend the Rights Agreement pursuant to the provisions of Section 25.2 of the Rights Agreement; WHEREAS, the Board of Directors of the Company (the "BOARD OF DIRECTORS"), on May 18, 1999, resolved that it is advisable and in the best interests of its stockholders for Tyco International Ltd. ("PARENT") to acquire all of the outstanding capital stock of the Company; WHEREAS, the Board of Directors further resolved to approve this Amendment which provides, among other things, that Parent, Tyco International (PA) Inc. and their Affiliates are exempt from the definition of Acquiring Person, that the Merger Agreement (as defined below) and the transaction contemplated thereby shall not constitute a Distribution Date, Section 11.1.2 Event, Section 13 Event, Shares Acquisition Date or Triggering Event and that no Rights shall be exercisable pursuant to the Rights Agreement; WHEREAS, all acts and things necessary to make this Amendment to the Rights Agreement a valid, legal and binding instrument of the Company and the Rights Agent have been duly done, performed and fulfilled and the execution and delivery hereof by each of the Company and the Rights Agent have been in all respects duly authorized by the Company and the Rights Agent, respectively; NOW THEREFORE, in consideration of the premises and mutual agreement contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Rights Agent hereby agree as follows: 1. AMENDMENTS TO RIGHTS AGREEMENT. The Rights Agreement is hereby amended as follows: (a) Section 1.1 is amended by inserting the following sentence at the end of such section: 2 "Notwithstanding anything in this Agreement to the contrary, none of Parent, Tyco International (PA) Inc., a Nevada corporation and a wholly owned subsidiary of Parent ("MERGER SUB"), and their Affiliates, either individually or as a group, shall become an Acquiring Person by reason of the approval, execution or delivery of the Agreement and Plan of Merger and Reorganization, dated as of May 19, 1999, by and among Parent, Merger Sub and the Company (the "MERGER AGREEMENT"), the consummation of the transactions contemplated thereby or any announcement of the same." (b) A new Section 27 is added to read in its entirety as follows: "Section 27. Merger with Merger Sub. 27.1. Notwithstanding any provision herein to the contrary, none of Parent, Merger Sub and their Affiliates, either individually or as a group, shall be considered an Acquiring Person, and no Distribution Date, Section 11.1.2 Event, Section 13 Event, Shares Acquisition Date or Triggering Event shall occur and no Rights shall be exercisable pursuant to Section 7 or any other provision hereof, by reason of the approval, execution or delivery of the Merger Agreement, the consummation of the transactions contemplated thereby or any announcement of the same." 2. This Amendment to the Rights Agreement may be executed in two or more 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. 3. In all respects not inconsistent with the terms and provisions of this Amendment to the Rights Agreement, the Rights Agreement is hereby ratified and confirmed. In executing and delivering this Amendment to the Rights Agreement, the Rights Agent shall be entitled to all of the privileges and immunities afforded to the Rights Agent under the terms and conditions of the Rights Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the Rights Agreement to be duly executed and attested, as of the date first written above. ATTEST: RAYCHEM CORPORATION /s/ Stephen Creager By: /s/ Karen O. Cottle - --------------------------- ------------------------- Name: Stephen Creager Name: Karen O. Cottle Title: Corporate Counsel Title: Vice President, General Counsel and Secretary ATTEST: HARRIS TRUST AND SAVINGS BANK, as Rights Agent /s/ Tod Shafer By: /s/ Susan A. Knaack - --------------------------- ------------------------- Name: Tod Shafer Name: Susan A. Knaack Title: Vice President Title: Officer -----END PRIVACY-ENHANCED MESSAGE-----