Valassis Direct Mail, Inc. – ‘8-A12B/A’ on 11/27/02

On:  Wednesday, 11/27/02, at 11:59am ET   ·   Accession #:  914039-2-411   ·   File #:  1-11720

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Amendment to Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12B/A    Amendment #1 to From 8-A12B                            4     11K 

Document Table of Contents

8-A12B/A
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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 ---------------

FORM 8-A/A

 Amendment No. 1

 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
 PURSUANT TO SECTION 12(b) OR (g) OF THE
 SECURITIES EXCHANGE ACT OF 1934

ADVO, INC.
(Exact name of registrant as specified in its charter)

     Delaware                                     06-0885252
     (State of incorporation or                   (IRS employer identification
organization)                                     no.)

One Univac Lane, Windsor, Connecticut                      06095-2668         
(Address of principal executive offices)                    (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

Stock Purchase Rights                        New York Stock Exchange, Inc.

 Securities to be registered pursuant to Section 12(g) of the Act:

None
(Title of Class)

8-A12B/A
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Item 1. Description of Amendment.                                               

The Board of Directors of ADVO, Inc. (the "Company") has approved an
amendment which extends the expiration date of its Stockholder Protection Rights
Plan to February 11, 2013, and updates the plan to reflect current market prices
and benchmarks. The Company's Stockholder Protection Rights Plan has been in    
place for ten years, with an expiration date of February 11, 2003. In addition  
to extending the Rights Plan for another ten years, the amendment updates the   
exercise price to $165, and adjusts the share ownership required to trigger the 
Rights to 15%. These adjustments bring the Rights Plan in line with more recent 
benchmarks. No other material changes were made to the Rights Plan. The         
amendment is not in response to any known takeover efforts, but is intended to  
deter abusive takeover tactics to protect shareholder rights and maximize       
shareholder value.                                                              

Item 2. Exhibits.                                                               

Exhibit No.       Description                                                   
-----------       -----------                                                   

   1             Amended and Restated Stockholder Protection Rights Agreement,
                 dated as of February 10, 2003, between the Company and Mellon
                  Investor Services LLC, as Rights Agent, including as Exhibit A
                the forms of Rights Certificate and Election to Exercise and
                 as Exhibit B the form of Certificate of Designation and Terms
        of the Series B Junior Participating Preferred Stock
               (incorporated by reference to Exhibit 4(a) to the Company's
        Current Report on Form 8-K filed November 27, 2002).

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8-A12B/A
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 SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this Form 8-A/A amendment to            
registration statement to be signed on its behalf by the undersigned, thereto   
duly authorized.                                                                

                        ADVO, INC.

                                     By /s/ DAVID M. STIGLER
                                                  ------------------------------
                                    David M. Stigler
                                          Senior Vice President,
                                                  Chief Legal and Public Affairs
                                                Officer, General Counsel and
                                       Corporate Secretary

Date:  November 26, 2002                                                        

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8-A12B/A
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 EXHIBIT INDEX

Exhibit No.     Description                                             
-----------     -----------                                             

1          Amended and Restated Stockholder Protection Rights 
             Agreement, dated as of February 10, 2003, between the
                  Company and Mellon Investor Services LLC, as Rights Agent,
                  including as Exhibit A the forms of Rights Certificate and
         Election to Exercise and as Exhibit B the form of
                   Certificate of Designation and Terms of the Series B Junior
                   Participating Preferred Stock (incorporated by reference to
                Exhibit 4(a) to the Company's Current Report on Form 8-K
filed November 27, 2002).               

                                                                              --

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-A12B/A’ Filing		Date		First		Last			Other Filings
		2/11/13		2
		2/11/03		2
		2/10/03		2		4			10-Q,  SC 13G
Filed on:		11/27/02		2		4			8-K
		11/26/02		3
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