-----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, TaiHHXcvtq1HutbKGxeCr7HiUFgGY+cROJsD90I/HIiXxVpF+/f2/JhZ2vttCXoB ErSy0IvTKscsVQdeJpObDQ== /in/edgar/work/20000901/0000893220-00-001052/0000893220-00-001052.txt : 20000922 0000893220-00-001052.hdr.sgml : 20000922 ACCESSION NUMBER: 0000893220-00-001052 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYBRON CHEMICALS INC CENTRAL INDEX KEY: 0000832815 STANDARD INDUSTRIAL CLASSIFICATION: [2890 ] IRS NUMBER: 510301280 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: SEC FILE NUMBER: 001-12263 FILM NUMBER: 715646 BUSINESS ADDRESS: STREET 1: BIRMINGHAM RD STREET 2: PO BOX 66 CITY: BIRMINGHAM STATE: NJ ZIP: 08011 BUSINESS PHONE: 6098931100 MAIL ADDRESS: STREET 1: P O BOX 66 BIRMINGHAM ROAD CITY: BIRMINGHAM STATE: NJ ZIP: 08011 8-A12B/A 1 w39983e8-a12ba.txt 8-A12B/A FOR SYBRON CHEMICAL 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A AMENDMENT NO. 2 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 SYBRON CHEMICALS INC. ---------------------------------------- (Exact name of registrant as specified in its charter)
Delaware 51-0301280 -------- ---------- (State of incorporation or organization) (IRS Employer Identification No.) Birmingham Rd., P.O. Box 66, Birmingham, N.J. 08011 - --------------------------------------------- ----- (Address of principal executive offices) (Zip Code)
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), please 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) please check the following box. / / Securities Act registration statement file number to which this form relates: _____________ (If applicable) Securities to be registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on Title of Each Class Which Each Class is to be to be so Registered Registered ------------------- ---------- Preferred Stock Purchase Rights The American Stock Exchange ------------------------------- ---------------------------
Securities to be registered pursuant to Section 12(g) of the Act: None -------------- (Title of Class) 2 ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED. On August 30, 2000, the Board of Directors of Sybron Chemicals Inc., a Delaware corporation (the "Company"), approved and adopted Amendment No. 2 to the Rights Agreement, dated as of August 30, 2000, by and between the Company and the Rights Agent ("Amendment No. 2"). The Rights Agreement previously was amended by Amendment No. 1 to the Rights Agreement, dated as of April 20, 1999 ("Amendment No. 1"). On May 12, 1999, the Company filed Amendment No. 1 with the SEC as an exhibit to the Company's Registration Statement on Form 8-A/A (the "Amended Registration Statement"). The Company registered the Rights on August 14, 1998 by the filing of the Company's Registration Statement on Form 8- A (the "Original Registration Statement") with the SEC. A complete copy of Amendment No. 2 is attached hereto as Exhibit 4(a) and is incorporated herein by reference. A copy of Amendment No. 1 is incorporated herein by reference to Exhibit 1 to the Amended Registration Statement. A copy of the Rights Agreement, dated as of August 7, 1998, by and between the Company and BankBoston, N.A. as Rights Agent is incorporated herein by reference to Exhibit 1to the Original Registration Statement. ITEM 2. EXHIBITS.
Number Exhibit ------ ------- 4(a) Amendment No. 2 to the Rights Agreement, dated as of August 30, 2000, by and between the Company and the Rights Agent. 4(b) Amendment No. 1 to the Rights Agreement, dated as of April 20, 1999 (incorporated herein by reference to Exhibit 1 to the Company's Registration Statement on Form 8-A/A, as filed with the SEC on May 12, 1999). 4(c) Rights Agreement, dated as of August 7, 1998, by and between the Company and the Rights Agent (incorporated by reference to Exhibit 1 to the Company's Registration Statement on Form 8-A as filed with the SEC on August 14, 1998).
2 3 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. SYBRON CHEMICALS INC. (Registrant) Date: September 1, 2000 By: /s/ Steven F. Ladin ------------------- Name: Steven F. Ladin Title: Vice President, Finance and Chief Financial Officer 3 4 INDEX OF EXHIBITS
Number Exhibit Method of Filing - ------ ------- ---------------- 4(a) Amendment No. 2 to the Rights Filed herewith electronically. Agreement, dated as of August 30, 2000, by and between the Company and the Rights Agent. 4(b) Amendment No. 1 to the Rights * Agreement, dated as of April 20, 1999 4(c) Rights Agreement, dated as of ** August 7, 1998, by and between the Company and the Rights Agent. * Incorporated by reference to Exhibit 1 to the Company's Registration Statement on Form 8-A/A, as filed with the SEC on May 12, 1999. ** Incorporated by reference to Exhibit 1 to the Company's Registration Statement on Form 8-A, as filed with the SEC on August 14, 1998.
4 EX-1 2 w39983ex1.txt AMNDMT. 2 TO THE RIGHTS AGRMT. DATED 8/30/2000 1 EXHIBIT 1 AMENDMENT NO. 2 TO RIGHTS AGREEMENT Amendment No. 2 to the Rights Agreement, dated as of August 30, 2000, by and between Sybron Chemicals Inc., a Delaware corporation (the "Company"), and Fleet National Bank (formerly BankBoston, N.A.) (the "Rights Agent"). W I T N E S S E T H : - - - - - - - - - - WHEREAS, on August 7, 1998 the Company and the Rights Agent entered into a Rights Agreement (the "Original Agreement"); WHEREAS, on April 20, 1999, the Company and the Rights Agent entered into Amendment No. 1 to the Original Agreement (the Original Agreement, as amended by such amendment, is hereinafter referred to as the "Agreement" and the terms of which are incorporated herein by reference and made a part hereof); WHEREAS, the Company, with the unanimous approval of the Board of Directors of the Company, has duly authorized the execution and delivery of this Amendment No. 2 and this Amendment No. 2 is executed by the Company and the Rights Agent pursuant to Section 26 of the Agreement. NOW, THEREFORE, in consideration of the premises and mutual agreements herein set forth, and intending to be legally bound hereby, the parties hereto agree that the Agreement shall be and hereby is amended as follows: 1. Defined Terms. Terms defined in the Agreement and used and not otherwise defined herein shall have the meanings given to them in the Agreement. 2. Amendment of Section 1. Section 1 of the Agreement is amended to add the following at the end of the paragraph entitled "Acquiring Person": "Notwithstanding anything to the contrary contained in this Agreement, neither Bayer Corporation, an Indiana corporation ("Parent"), nor Project Toledo Acquisition Corp., a Delaware corporation ("Purchaser"), shall at any time come within the definition of an Acquiring Person as a result of the transactions contemplated by the Agreement and Plan of Merger, dated as of August 30, 2000, among Parent, Purchaser and the Company (as such agreement may be amended from time to time, the "Merger Agreement")." 3. Amendment of Section 3(a). Section 3(a) of the Agreement is hereby amended to add the following paragraph at the end thereof: 2 "Notwithstanding anything to the contrary contained in this Agreement, the occurrence of (A) the approval, execution and delivery of the Merger Agreement and the Stockholder Agreement by and among Parent, Purchaser and certain stockholders of the Company (as such agreement may be amended from time to time, the "Stockholder Agreement"), (B) the consummation of the transactions contemplated by the Merger Agreement or the Stockholder Agreement or (C) the announcement of any of the foregoing events will not, individually or collectively, cause (i) the Rights to become exercisable or (ii) the occurrence of a Distribution Date, a Triggering Event or a Stock Acquisition Date." 4. Amendment of Section 7. Section 7 of the Agreement is hereby amended to add the following at the end thereof: "(g) Notwithstanding anything to the contrary contained in this Agreement, immediately prior to the acceptance for payment of shares of Common Stock pursuant to the Offer (as defined in the Merger Agreement), all Rights granted by this Agreement shall become null and void, this Agreement shall be terminated and all provisions of this Agreement, collectively and separately, shall be without effect (including, without limitation, all sections pertaining to redemption of the Rights)." 5. Rights Agreement as Amended. The term "Agreement" as used in the Agreement shall be deemed to refer to the Agreement as amended hereby and this Amendment No. 2 shall be effective as of August 30, 2000, as if executed on such date. It is expressly understood and agreed that except as provided above, all terms, conditions and provisions contained in the Agreement shall remain in full force and effect without any further change or modification whatsoever. 6. Miscellaneous. This Amendment No. 2 shall for all purposes be governed by and construed in accordance with the laws of the State of Delaware. [Remainder of Page Intentionally Blank] -6- 3 IN WITNESS WHEREOF, the parties have caused this Amendment No. 2 to be duly executed and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written. Attest: SYBRON CHEMICALS INC. By: /s/ John H. Schroeder By: /s/ Richard M. Klein --------------------- -------------------- Name: John H. Schroeder Name: Richard M. Klein Title: Executive Vice President Title: President Attest: FLEET NATIONAL BANK By: /s/ Sandra Burgess By: /s/ Margaret Prentice ------------------- --------------------- Name: Sandra Burgess Name: Margaret Prentice Title: Account Manager Title: Managing Director -7- -----END PRIVACY-ENHANCED MESSAGE-----