-----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, KyPmJaQKhSOR9pTXsbO2JAEfnuKuaCkghqy/lu9aShCC4ektC30SlyuwWSPcq9Ss vCmX6bBmCpuwymeu8leRMg== /in/edgar/work/0000891618-00-004805/0000891618-00-004805.txt : 20001009 0000891618-00-004805.hdr.sgml : 20001009 ACCESSION NUMBER: 0000891618-00-004805 CONFORMED SUBMISSION TYPE: 8-A12G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20001006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INNERDYNE INC CENTRAL INDEX KEY: 0000822084 STANDARD INDUSTRIAL CLASSIFICATION: [8731 ] IRS NUMBER: 870431168 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12G/A SEC ACT: SEC FILE NUMBER: 000-19707 FILM NUMBER: 735852 BUSINESS ADDRESS: STREET 1: 1244 REAMWOOD AVE CITY: SUNNYVALE STATE: CA ZIP: 94089 BUSINESS PHONE: 4087456010 MAIL ADDRESS: STREET 1: 1244 REAMWOOD AVE CITY: SUNNYVALE STATE: CA ZIP: 94089 FORMER COMPANY: FORMER CONFORMED NAME: CARDIOPULMONICS INC DATE OF NAME CHANGE: 19940429 8-A12G/A 1 f66161e8-a12ga.txt FORM 8-A12G/A 1 As filed with the Securities and Exchange Commission on October 6, 2000 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- AMENDMENT NO. 1 TO FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12 (b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 INNERDYNE, INC. (Exact name of registrant as specified in its charter) Delaware 87-0431168 (State of incorporation or organization (IRS Employer Identification No.)
1244 Reamwood Avenue, Sunnyvale, California 94089 (Address of Principal Executive Offices, including Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: Name of each exchange on which Title of each class to be so registered each class is to be registered: None None
Securities to be registered pursuant to Section 12(g) of the Act: Preferred Share Purchase Rights ---------------- (Title of Class) 2 This Amendment No. 1 amends the Registrant's Registration Statement on Form 8-A as filed with the Securities and Exchange Commission on September 22, 1997 (the "REGISTRATION STATEMENT"), which was filed in connection with the Registrant's adoption of a Preferred Shares Rights Agreement. This Amendment No. 1 to the Registration Statement is being filed in order to amend Item 1 of the Registration Statement and to include as an exhibit to the Registration Statement the First Amendment to Rights Agreement dated as of October 3, 2000, between the Registrant and American Stock Transfer and Trust Company. Except as amended hereby, there are no other changes to the Registration Statement. Item 1. Description of Registrant's Securities to be Registered. Item 1 of the Registration Statement is hereby amended by adding the following paragraph at the end of Item 1 of the Registration Statement: On October 3, 2000, InnerDyne, Inc. (the "Company") amended the Preferred Shares Rights Agreement dated as of September 19, 1997 (the "Rights Agreement") by executing a First Amendment to Rights Agreement (the "Amendment") between the Company and American Stock Transfer and Trust Company. The Amendment provides that none of Tyco International Ltd., a Bermuda company ("Guarantor"), Tyco Acquisition Corp. X, a Delaware corporation and a direct, wholly-owned subsidiary of Guarantor ("Parent"), VLMS, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Parent ("Sub"), or any of their respective subsidiaries, Affiliates or Associates is an Acquiring Person (as that term is defined in the Rights Agreement) as a result of the execution of the Agreement and Plan of Merger dated as of October 3, 2000 (the "Merger Agreement"), or commencement or consummation of any of the transactions contemplated by the Merger Agreement, including the Merger (as defined in the Merger Agreement). The Amendment further provides that, despite the occurrence of any of the events described above, neither a Distribution Date (as defined in the Rights Agreement), a Section 13 Event (as defined in the Rights Agreement), a Shares Acquisition Date (as defined in the Rights Agreement), nor a Triggering Event (as defined in the Rights Agreement) will occur solely by virtue of the approval, execution or delivery of the Merger Agreement, or consummation of the transactions contemplated by the Merger Agreement, including the Merger (as defined in the Merger Agreement) or any public announcement of the foregoing. The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 4.1 and is incorporated herein by reference, and to the Rights Agreement, which was attached as Exhibit 1 to the Registration Statement and is incorporated herein by reference. 2 3 Item 2. Exhibits. The following exhibits are filed as part of the Registration Statement: 1* Preferred Shares Rights Agreement dated as of September 19, 1997, between InnerDyne, Inc. and American Stock Transfer and Trust Company, including the Certificate of Determination of Rights, Preferences and Privileges of Series A Participating Preferred Stock, the form of Rights Certificate and the Summary of Rights attached thereto as Exhibits A, B and C, respectively. 4.1 First Amendment to Rights Agreement dated as of October 3, 2000, between InnerDyne, Inc. and American Stock Transfer and Trust Company. * Previously filed with the Securities and Exchange Commission on September 22, 1997. 3 4 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized. Date: October 5, 2000 INNERDYNE, INC. By: /s/ William G. Mavity -------------------------------- Name: William G. Mavity Title: Chief Executive Officer 4 5 INDEX TO EXHIBITS
Exhibit No. Description - ----------- ----------- 1* Preferred Shares Rights Agreement dated as of September 19, 1997, between InnerDyne, Inc. and American Stock Transfer and Trust Company, including the Certificate of Determination of Rights, Preferences and Privileges of Series A Participating Preferred Stock, the form of Rights Certificate and the Summary of Rights attached thereto as Exhibits A, B and C, respectively. 4.1 First Amendment to Rights Agreement dated as of October 3, 2000, between InnerDyne, Inc. and American Stock Transfer and Trust Company.
* Previously filed with the Securities and Exchange Commission on September 22, 1997. 5 EX-4.1 2 f66161ex4-1.txt EXHIBIT 4.1 1 EXHIBIT 4.1 FIRST AMENDMENT TO RIGHTS AGREEMENT This First Amendment to Rights Agreement dated as of October 3, 2000 (this "AMENDMENT"), to the Preferred Shares Rights Agreement dated as of September 19, 1997 (the "AGREEMENT"), is entered into by and between InnerDyne, Inc., a Delaware corporation (the "COMPANY"), and American Stock Transfer and Trust Company (the "RIGHTS AGENT"). Pursuant to Section 27 of the Agreement, this Amendment is being executed by the Company and the Rights Agent for the purpose of amending the Agreement as set forth below: The Agreement is hereby amended as follows: 1. Section 1(a) shall be amended by inserting the following at the end of Section 1(a): "Notwithstanding the foregoing or any provision to the contrary in this Agreement, none of Tyco International Ltd., a Bermuda company ("GUARANTOR"), Tyco Acquisition Corp. X, a Delaware corporation and a direct, wholly-owned subsidiary of Guarantor ("PARENT"), VLMS, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Parent ("SUB"), or any of their respective subsidiaries, Affiliates or Associates is an Acquiring Person pursuant to this Agreement solely by virtue of the approval, execution or delivery of the Agreement and Plan of Merger of even date herewith among Parent, Sub and the Company (the "MERGER AGREEMENT"), consummation of the transactions contemplated by the Merger Agreement, including the Offer and the Merger (as defined in the Merger Agreement) or any public announcement of the foregoing." 2. Section 1(h) shall be amended by inserting the following at the end of Section 1(h): "Notwithstanding the foregoing or any provision to the contrary in this Agreement, a Distribution Date shall not occur solely by virtue of the approval, execution or delivery of the Merger Agreement, consummation of the transactions contemplated by the Merger Agreement, including the Offer and the Merger (as defined in the Merger Agreement) or any public announcement of the foregoing." 3. Section 1(t) shall be amended by inserting the following at the end of Section 1(t): "Notwithstanding the foregoing or any provision to the contrary in this Agreement, a Section 13 Event shall not occur solely by virtue of the approval, execution or delivery of the Merger Agreement, consummation of the transactions contemplated by the Merger 2 Agreement, including the Offer and the Merger (as defined in the Merger Agreement) or any public announcement of the foregoing." 4. Section 1(u) shall be amended by inserting the following at the end of Section 1(u): "Notwithstanding the foregoing or any provision to the contrary in this Agreement, a Shares Acquisition Date shall not occur solely by virtue of the approval, execution or delivery of the Merger Agreement, consummation of the transactions contemplated by the Merger Agreement, including the Offer and the Merger (as defined in the Merger Agreement) or any public announcement of the foregoing." 5. Section 1(y) shall be amended by inserting the following at the end of Section 1(y): "Notwithstanding the foregoing or any provision to the contrary in this Agreement, a Triggering Event shall not occur solely by virtue of the approval, execution or delivery of the Merger Agreement, consummation of the transactions contemplated by the Merger Agreement, including the Offer and the Merger (as defined in the Merger Agreement) or any public announcement of the foregoing." 6. This Amendment shall be deemed to be entered into under the laws of the State of New York 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. 7. 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. 8. As amended hereby, the Agreement shall remain in full force and effect. [SIGNATURE PAGE FOLLOWS] 3 The parties have duly executed this First Amendment to Rights Agreement as of the day and year first written above. THE "COMPANY" INNERDYNE, INC. By: -------------------------------------- Name: Title: THE "RIGHTS AGENT" AMERICAN STOCK TRANSFER AND TRUST COMPANY By: -------------------------------------- Authorized Signatory -----END PRIVACY-ENHANCED MESSAGE-----