-----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, QUbPnieR9U1uVd0Td91hin3DHKh7IiLSokh/RRMIao0FxNYndNglcO8p4eT3Lkaw zGxgxIrDRyB4dwgfTMPuEg== 0001047469-99-034535.txt : 19990903 0001047469-99-034535.hdr.sgml : 19990903 ACCESSION NUMBER: 0001047469-99-034535 CONFORMED SUBMISSION TYPE: 8-A12G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990902 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL SURGICAL INNOVATIONS INC CENTRAL INDEX KEY: 0000890763 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 973170244 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-A12G/A SEC ACT: SEC FILE NUMBER: 000-28448 FILM NUMBER: 99705102 BUSINESS ADDRESS: STREET 1: 10460 BUBB RD CITY: CUPERTINO STATE: CA ZIP: 95014 BUSINESS PHONE: 4158129740 MAIL ADDRESS: STREET 1: 3172A PORTER DRIVE CITY: PALO ALTO STATE: CA ZIP: 94304 8-A12G/A 1 8-A12G/A#1 As filed with the Securities and Exchange Commission on September 2, 1999 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 General Surgical Innovations, Inc. (Exact name of registrant as specified in its charter) California 97-3170244 (State of incorporation or organization) (IRS Employer Identification No.) 10460 Bubb Road, Cupertino, California 95014 (Address of Principal Executive Offices, including 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 ------------------- ------------------------------ None None Securities to be registered pursuant to Section 12(g) of the Act: Preferred Share Purchase Rights ------------------------------- (Title of Class) This Amendment No. 1 amends the Registrant's Registration Statement on Form 8-A as filed with the Securities and Exchange Commission on May 13, 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 August 23, 1999, between the Registrant and the US Stock Transfer Corporation. 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 August 23, 1999, General Surgical Innovations, Inc. (the "Company") amended the Preferred Shares Rights Agreement dated as of May 9, 1997 (the "Rights Agreement") by executing a First Amendment to Rights Agreement (the "Amendment") between the Company and US Stock Transfer Corporation. The Amendment provides that none of Tyco International Ltd., a Bermuda corporation ("Guarantor"), General Acquisition Corp., a Nevada corporation and a direct, wholly-owned subsidiary of Guarantor ("Parent"), General Sub Acquisition Corp., a California 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 August 23, 1999 (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- Item 2. EXHIBITS The following exhibits are filed as part of the Registration Statement: 1* Preferred Shares Rights Agreement dated as of May 9, 1997, between General Surgical Innovations, Inc. and the US Stock Transfer Corporation, 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 August 23, 1999, between General Surgical Innovations, Inc. and US Stock Transfer Corporation. ------- * Previously filed with the Securities and Exchange Commission on May 13, 1997. -3- 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: September 2, 1999 GENERAL SURGICAL INNOVATIONS, INC. By: /s/ STEPHEN J. BONELLI ------------------------------------------ Stephen J. Bonelli Chief Financial Officer, Vice President of Finance and Administration INDEX TO EXHIBITS Exhibit No. Description ----------- ----------- 1* Preferred Shares Rights Agreement dated as of May 9, 1997, between General Surgical Innovations, Inc. and the US Stock Transfer Corporation, 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 August 23, 1999, between General Surgical Innovations, Inc. and US Stock Transfer Corporation. - ------- * Previously filed with the Securities and Exchange Commission on May 13, 1997. EX-4.1 2 EXH. 4.1 EXHIBIT 4.1 FIRST AMENDMENT TO RIGHTS AGREEMENT This First Amendment to Rights Agreement dated as of August 23, 1999 (this "AMENDMENT"), to the Preferred Shares Rights Agreement dated as of May 9, 1997 (the "AGREEMENT"), is entered into by and between General Surgical Innovations, Inc., a California corporation (the "COMPANY"), and The U.S. Stock Transfer Corporation (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 corporation ("GUARANTOR"), General Acquisition Corp., a Nevada corporation and a direct, wholly-owned subsidiary of Guarantor ("PARENT"), General Sub Acquisition Corp., a California 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 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 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 Agreement, including the Merger (as defined in the Merger Agreement) or any public announcement of the foregoing." 1 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 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 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 California 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] 2 The parties have duly executed this First Amendment to Rights Agreement as of the day and year first written above. THE "COMPANY" GENERAL SURGICAL INNOVATIONS, INC. By: /s/ STEPHEN J. BONELLI -------------------------------------------- Title: Chief Financial Officer -------------------------------------------- Vice President of Finance and Administration Attest: /s/ MARK B. WEEKS -------------------------------------------- THE "RIGHTS AGENT" THE U.S. STOCK TRANSFER CORPORATION By: /s/ WILLIAM GARZA -------------------------------------------- Signature of Authorized Signatory Title: Assistant Vice President -------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----