-----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, VuxkqTl0FkMwSWj+yT+QT5jD5VK3ygYeyB8LkLtZqHQf+ooj2LcCo3+5E0DsOkb9 z9XEqKDwVHQ9VGz+tuOiyA== 0000950172-98-001070.txt : 19981015 0000950172-98-001070.hdr.sgml : 19981015 ACCESSION NUMBER: 0000950172-98-001070 CONFORMED SUBMISSION TYPE: 8-A12G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19981014 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TOKHEIM CORP CENTRAL INDEX KEY: 0000098559 STANDARD INDUSTRIAL CLASSIFICATION: REFRIGERATION & SERVICE INDUSTRY MACHINERY [3580] IRS NUMBER: 350712500 STATE OF INCORPORATION: IN FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-A12G/A SEC ACT: SEC FILE NUMBER: 001-06018 FILM NUMBER: 98725424 BUSINESS ADDRESS: STREET 1: 10501 CORPORATE DRIVE CITY: FORT WAYNE STATE: IN ZIP: 46845 BUSINESS PHONE: 2194704600 MAIL ADDRESS: STREET 1: 10501 CORPORATE DRIVE CITY: FORT WAYNE STATE: IN ZIP: 46845 8-A12G/A 1 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 Tokheim Corporation (Exact Name of Registrant as Specified in Its Charter) Indiana 35-0712500 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 10501 Corporate Drive Fort Wayne, IN 46845 (Address of principal executive offices) (Zip Code) If this form relates to the If this form relates to the registration of a class of registration of a class of securities pursuant to securities pursuant to Section 12(b) of the Exchange Section 12(g) of the Exchange Act and is effective pursuant Act and is effective pursuant to General Instruction A.(c), to General Instruction A.(d), please check the following please check the following box. |_| box. |X| Securities Act registration statement file number to which this form relates: 001-06018 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 Stock Purchase Rights (Title of Class) Item 1. Description of Registrant's Securities to be Registered. Item 1 is amended to add the following: As publicly announced on October 1, 1998, Tokheim Corporation (the "Company") has entered into a Securities Purchase Agreement, dated as of September 30, 1998 (the "Purchase Agreement"), with Schlumberger Limited, a Netherlands Antilles corporation ("Schlumberger"). In connection with the Purchase Agreement, the Company entered into Amendment No. 1 ("Amendment No. 1") to the Rights Agreement, dated as of September 30, 1998, between the Company and Harris Trust and Savings Bank ("Harris"). Amendment No. 1 amends Sections 1(a), 1(l), 3(a) and 15 of the Rights Agreement, dated as of January 22, 1997 between the Company and Harris (the "Rights Agreement") to provide that the execution of the Purchase Agreement or the Warrant Agreement (as defined in the Purchase Agreement) and the consummation of the transactions contemplated thereby will not cause (i) Schlumberger or any of its Affiliates or Associates to become an Acquiring Person (each as defined in the Rights Agreement) so long as the Purchase Agreement is in effect or the Warrants (as defined in the Purchase Agreement) are outstanding or (ii) a Distribution Date or a Stock Acquisition Date (each as defined in the Rights Agreement) to occur. The Rights Agreement is filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed on February 6, 1997. Amendment No. 1 is attached as Exhibit 2 to this Form 8-A/A. The foregoing summary description of Amendment No. 1 does not purport to be complete and is qualified in its entirety by reference to such exhibits which are incorporated herein by reference. Item 2. Exhibits Exhibit Number Description of Document - -------------- ----------------------- 1 Rights Agreement, dated as of January 22, 1997, between Tokheim Corporation and Harris Trust and Savings Bank (incorporated herein by reference to the Company's Current Report on Form 8-K filed on February 6, 1997). 2 Amendment No. 1 to Rights Agreement, dated as of September 30, 1998, between Tokheim Corporation and Harris Trust and Savings Bank SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. TOKHEIM CORPORATION (Registrant) Dated: October 14, 1998 By: /s/ Douglas K. Pinner -------------------------- Name: Douglas K. Pinner Title: Chairman of the Board, President and Chief Executive Officer Index to Exhibits Exhibit Number Description of Document - -------------- ----------------------- 2 Amendment No. 1 to Rights Agreement, dated as of September 30, 1998, between Tokheim Corporation and Harris Trust and Savings Bank EX-2 2 EXHIBIT 2 - AMENDMENT NO. 1 TO RIGHTS AGREEMENT EXHIBIT 2 AMENDMENT NO. 1 TO RIGHTS AGREEMENT This Amendment No. 1 (this "Amendment"), dated as of September 30, 1998, is entered into between Tokheim Corporation, an Indiana corporation (the "Company"), and Harris Trust and Savings Bank, an Illinois banking corporation, as Rights Agent (the "Rights Agent"). WHEREAS, the Company and the Rights Agent have entered into a Rights Agreement, dated as of January 22, 1997 (the "Rights Agreement"); WHEREAS, the Company intends to enter into a Securities Purchase Agreement, dated as of September 30, 1998 (as it may be amended from time to time, the "Purchase Agreement"), among the Company and Schlumberger Limited, a Netherlands Antilles corporation ("Schlumberger"), pursuant to which Schlumberger has agreed to accept, among other things, warrants (the "Warrants") to purchase up to 19.9% of the outstanding common stock of the Company pursuant to the terms of a warrant agreement, dated as of September 30, 1998 between the Company and Schlumberger (the "Warrant Agreement") in satisfaction of a portion of the purchase price payable by the Company to Schlumberger pursuant to the Master Agreement for Purchase and Sale of Shares, Assets and Liabilities dated as of June 19, 1998 between the Company and Schlumberger, as amended by letter agreements dated July 21, 1998, July 31, 1998 and August 28, 1998 and Amendment No. 1 thereto dated as of September 25, 1998; WHEREAS, the Board of Directors of the Company believes that it is in the best interests of the Company and its shareholders that the Warrants be issued in accordance with the terms of the Purchase Agreement; WHEREAS, the Board of Directors of the Company desires to amend the Rights Agreement such that the execution of the Purchase Agreement and the issuance of the Warrants thereunder will not cause (i) Schlumberger or its Affiliates or Associates to become an Acquiring Person (as such term is defined in the Rights Agreement) so long as the Purchase Agreement is in effect and the Warrants are outstanding or (ii) a Distribution Date or a Stock Acquisition Date (as such terms are defined in the Rights Agreement) to occur, irrespective of the number of Shares acquired pursuant to the exercise of the Warrants; WHEREAS, the Board of Directors of the Company believes that it is in the best interests of the Company and its shareholders that the Rights Agreement be amended as set forth herein; and WHEREAS, Section 27 of the Rights Agreement authorizes the Board of Directors of the Company and the Rights Agent to adopt the proposed amendment without the approval of the Company's shareholders; NOW, THEREFORE, in consideration of the recitals (which are deemed to be a part of this Amendment) and agreements contained herein, the parties hereto agree to amend the Rights Agreement as follows: 1. Section 1(a) of the Rights Agreement is hereby amended by deleting "or" from between "plan," and "(v)" and by inserting the following after the word "Period" at the end of Section 1(a)(v) and before the ".": , or (vi) Schlumberger Limited, a Netherlands Antilles corporation ("Schlumberger"), and its Affiliates and Associates, from and after the execution of the Warrant Agreement and solely with respect to the acquisition of Common Stock as a result of exercise of the Warrants; provided that, in the case of clause (vi) above, if the transactions contemplated by the Purchase Agreement are not consummated, then Schlumberger and its Affiliates and Associates shall not be deemed to be excluded from this definition of Acquiring Person at any time after the Purchase Agreement and the Warrants have terminated in accordance with their respective terms. 2. Section 1(l) of the Rights Agreement is hereby modified and amended by adding the following sentence at the end thereof: Notwithstanding any provision of this Agreement to the contrary, neither the execution and delivery of the Purchase Agreement or the Warrant Agreement nor consummation of the transactions contemplated thereby, shall be deemed to be a Stock Acquisition Date. 3. Section 3(a) of the Rights Agreement is hereby modified and amended by adding the following sentence at the end thereof: Notwithstanding any provision of this Agreement to the contrary, neither the execution and delivery of the Purchase Agreement or the Warrant Agreement nor consummation of the transactions contemplated thereby, shall cause a Distribution Date. 4. Section 15 of the Rights Agreement is hereby modified and amended to add the following sentence at the end thereof: Nothing in this Agreement shall be construed to give any holder of Rights or any other Person any legal or equitable rights, remedy or claim under this Agreement in connection with any transactions contemplated by the Purchase Agreement or the Warrant Agreement. 5. Capitalized terms used but not defined herein shall have the meaning assigned to such terms in the Rights Agreement. 6. Except as expressly amended hereby, the Rights Agreement remains in full force and effect. 7. This Amendment shall be deemed to be a contract made under the laws of the State of Indiana, and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts made and performed entirely within such State. 8. 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. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written. TOKHEIM CORPORATION By: /s/ Norman L. Roelke ------------------------------------ Name: Norman L. Roelke Title: Vice President, General Counsel and Secretary HARRIS TRUST AND SAVINGS BANK By: /s/ Ginger L. Lawrence ------------------------------------- Name: Ginger L. Lawrence Title: Trust Officer -----END PRIVACY-ENHANCED MESSAGE-----