-----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, MQ6FpR3IJAn3QyRHfLTRw0S//81/MuFEQ/tJSryeTHAQMAy8H4ltEnTIj7MvUtVn HfvxRABUSmLUQz+YxYdLxg== 0000891836-07-000244.txt : 20070726 0000891836-07-000244.hdr.sgml : 20070726 20070726105347 ACCESSION NUMBER: 0000891836-07-000244 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070725 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Material Modifications to Rights of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070726 DATE AS OF CHANGE: 20070726 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ABX AIR INC CENTRAL INDEX KEY: 0000894081 STANDARD INDUSTRIAL CLASSIFICATION: AIR COURIER SERVICES [4513] IRS NUMBER: 911091619 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50368 FILM NUMBER: 071001193 BUSINESS ADDRESS: STREET 1: 145 HUNTER DRIVE CITY: WILIMINGTON STATE: OH ZIP: 45177 MAIL ADDRESS: STREET 1: 145 HUNTER DR CITY: WILMINGTON STATE: OH ZIP: 45177 8-K 1 sc0103.txt ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): 07/25/2007 ABX AIR, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) COMMISSION FILE NUMBER: 000-50368 DE 91-1091619 (STATE OR OTHER JURISDICTION OF (IRS EMPLOYER INCORPORATION) IDENTIFICATION NO.) 145 HUNTER DRIVE, WILMINGTON, OH 45177 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE) (937) 382-5591 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) CHECK THE APPROPRIATE BOX BELOW IF THE FORM 8-K FILING IS INTENDED TO SIMULTANEOUSLY SATISFY THE FILING OBLIGATION OF THE REGISTRANT UNDER ANY OF THE FOLLOWING PROVISIONS: [ ] WRITTEN COMMUNICATIONS PURSUANT TO RULE 425 UNDER THE SECURITIES ACT (17 CFR 230.425) [ ] SOLICITING MATERIAL PURSUANT TO RULE 14A-12 UNDER THE EXCHANGE ACT (17 CFR 240.14A-12) [ ] PRE-COMMENCEMENT COMMUNICATIONS PURSUANT TO RULE 14D-2(B) UNDER THE EXCHANGE ACT (17 CFR 240.14D-2(B)) [ ] PRE-COMMENCEMENT COMMUNICATIONS PURSUANT TO RULE 13E-4(C) UNDER THE EXCHANGE ACT (17 CFR 240.13E-4(C)) ================================================================================ ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On July 25, 2007, ABX Air, Inc. (the "Company") and National City Bank (the "Rights Agent") amended the Preferred Stock Rights Agreement dated as of August 15, 2003, between the Company and the Rights Agent (the "Rights Agreement"), by executing the First Amendment to the Preferred Stock Rights Agreement (the "Amendment"). Pursuant to the Amendment, the definition of "Exempt Person" set forth in Section 1(p) of the Rights Agreement has been amended to delete subsections (iv) and (v) and the last sentence in their entirety, such that Section 1(p) reads as follows: "(p) "Exempt Person" shall mean (i) the Company; (ii) any Subsidiary of the Company; or (iii) any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares for or pursuant to the terms of any such plan." This summary description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is attached hereto as Exhibit 99.1 and incorporated herein by reference. ITEM 3.03. MATERIAL MODIFICATIONS TO RIGHTS OF SECURITY HOLDERS See the descriptions set forth under "Item 1.01. Entry into a Material Definitive Agreement" which is incorporated herein by reference. ITEM 9.01. EXHIBITS (d) Exhibits 99.1 First Amendment to the Preferred Stock Rights Agreement, dated as of July 25, 2007, by and between ABX Air, Inc. and National City Bank as Rights Agent. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ABX Air, Inc. Date: July 26, 2007 By: /s/ W. Joseph Payne ---------------------------------- Name: W. Joseph Payne Title: Vice President, General Counsel & Secretary EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ----------- EX-99.1 First Amendment to the Preferred Stock Rights Agreement, dated as of July 25, 2007, by and between ABX Air, Inc. and National City Bank as Rights Agent. EX-99.1 2 exhibit.txt FIRST AMENDMENT TO PFD STOCK RIGHTS AGMT FIRST AMENDMENT TO THE PREFERRED STOCK RIGHTS AGREEMENT THIS FIRST AMENDMENT TO THE PREFERRED STOCK RIGHTS AGREEMENT (this "First Amendment") dated as of July 25, 2007 is between ABX Air, Inc., a Delaware corporation (the "Company"), and National City Bank, a national banking association (the "Rights Agent"). WHEREAS, on August 15, 2003, the Company and the Rights Agent entered into a Preferred Stock Rights Agreement (the "Rights Agreement"); and WHEREAS, as of the date hereof a Distribution Date (as defined in the Rights Agreement) has not occurred; NOW, THEREFORE, in consideration of the promises and the mutual agreements herein set forth, the parties hereby agree as follows: SECTION 1. AMENDMENT. Pursuant to Section 27 of the Rights Agreement, the definition of "Exempt Person" set forth under Section 1(p) of the Rights Agreement is hereby amended to delete subsections (iv) and (v) and the last sentence in their entirety, such that Section 1(p) will read as follows: "(p) "Exempt Person" shall mean (i) the Company; (ii) any Subsidiary of the Company; or (iii) any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares for or pursuant to the terms of any such plan." SECTION 2. CAPITALIZED TERMS. Capitalized terms used herein and not otherwise defined in this First Amendment shall have the respective meanings as used or defined in the Rights Agreement. SECTION 3. RIGHTS AGREEMENT OTHERWISE UNAMENDED. The Rights Agreement is not otherwise supplemented or amended by virtue of this First Amendment, but shall remain in full force and effect. SECTION 4. SUCCESSORS. All the provisions of this First Amendment by or for the benefit of the Company or the Rights Agent shall bind and inure to the benefit of their respective successors and assigns. SECTION 5. BENEFITS OF THIS FIRST AMENDMENT. Nothing in this First Amendment shall be construed to give to any Person other than the Company, the Rights Agent and the registered holders of the Rights Certificates (and, prior to the Distribution Date, the Common Shares) any legal or equitable right, remedy or claim pursuant to this First Amendment or the Rights Agreement; but this First Amendment and the Rights Agreement shall be for the sole and exclusive benefit of the Company, the Rights Agent and the registered holders of the Rights Certificates (and, prior to the Distribution Date, the Common Shares). SECTION 6. GOVERNING LAW. This First Amendment shall be deemed to be a contract made under the laws of the State of Delaware 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. SECTION 7. EXECUTION IN COUNTERPARTS. This First 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. SECTION 8. DESCRIPTIVE HEADINGS. Descriptive headings of the several Sections of this First Amendment are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof. SECTION 9. DIRECTION TO RIGHTS AGENT. By its execution and delivery hereof, the Company hereby directs the Rights Agent to execute this Amendment. [Signatures begin on following page] -2- IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed as of the day and year first above written. "COMPANY" ABX AIR, INC. By /s/ W. Joseph Payne ---------------------------------- Name: W. Joseph Payne Title: Vice President, General Counsel & Secretary "RIGHTS AGENT" NATIONAL CITY BANK By /s/ Sherry L. Damore ---------------------------------- Name: Sherry L. Damore Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----