Texas Instruments Tucson Corp – ‘8-A12G/A’ on 8/11/99

On:  Wednesday, 8/11/99   ·   Accession #:  950147-99-844   ·   File #:  0-11438

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

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

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12G/A    Form 8-A/A                                             6     22K 
 2: EX-4.1      Amended and Restated Rights Agreement                 61    250K 

8-A12G/A   —   Form 8-A/A
Document Table of Contents

8-A12G/A
1st Page of 6
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
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 12(g) OF THE
 SECURITIES EXCHANGE ACT OF 1934

Burr-Brown Corporation
------------------------------------------------------
(Exact name of registrant as specified in its charter)

          Delaware                                          86-0445468
----------------------------------------                     -------------------
(State of Incorporation or Organization)                       (IRS Employer    
                                                             Identification No.)

6730 S. Tucson Boulevard, Tucson, Arizona                           85706       
-----------------------------------------                    -------------------
(Address of principal executive offices)                          (Zip Code)    

If   this   form   relates   to   the      If   this   form   relates   to   the
registration of a class of securities      registration of a class of securities
pursuant  to  Section  12(b)  of  the      pursuant  to  Section  12(g)  of  the
Exchange   Act   and   is   effective      Exchange   Act   and   is   effective
pursuant   to   General   Instruction      pursuant   to   General   Instruction
A.(c),  please  check  the  following      A.(d),  please  check  the  following
box. [ ]                                   box. [X]                             

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

Title of each class                        Name of each exchange on 
  to be so registered                        each class to be registered
  -------------------                        ---------------------------

                         [None.]

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

 Preferred Share Purchase Rights

8-A12G/A
2nd Page of 6
TOC
1st
Previous
Next
↓Bottom
Just 2nd
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.                

     The  response  to Item 1 is  hereby  amended  to read  in its  entirety  as
follows:                                                                        

     Effective August 9, 1999,  Burr-Brown  Corporation (the "Company")  amended
and  restated  the  Company's   stockholder  rights  plan  (the  "Rights  Plan")
originally  adopted  in 1989,  which was due to expire on August 9,  1999.  Each
Right  entitles  the  registered   holder  to  purchase  from  the  Company  one
one-thousandth  (1/1000) of a share of Series A Junior  Participating  Preferred
Stock, $.01 par value (the "Series A Preferred Stock"), of the Company.         

     The  Rights  have  certain  anti-takeover  effects.  The  Rights  may cause
substantial  dilution to a person or group that  attempts to acquire the Company
on terms not approved by the Board of Directors. The Rights should not interfere
with any merger or other business  combination  approved by the Board because of
the Board of Directors' ability to redeem the Rights, as discussed below.       

     The  description  and terms of the Rights are set forth in the  Amended and
Restated  Rights  Agreement (the "Amended and Restated  Agreement")  between the
Company and Harris  Trust and Savings  Bank,  as Rights  Agent.  The summary set
forth below does not purport to be complete  and is qualified in its entirety by
the Amended and Restated  Agreement  filed herewith and  incorporated  herein by
reference.                                                                      

NEW AMENDMENTS                                                                  

The primary effects of the amendments to the Rights Plan are:         

     *  To  provide  that  each  Right  entitles  the  holder  to  purchase  one
one-thousandth  (1/1000) of a share of Series A Preferred Stock, rather than one
one-hundredth  (1/100) of a share of the Company's common stock,  $.01 par value
(the "Common Stock");                                                           

     * To increase the purchase  price upon  exercise of a Right (the  "Purchase
Price")  from $47.50 per share of Common  Stock to $220.00 per share (each share
now  being  equivalent  to one  one-thousandth  (1/1000)  of a share of Series A
Preferred Stock);                                                               

     * To extend the term of the Rights and the Rights  Plan from August 9, 1999
until August 9, 2009;                                                           

     * To  decrease  the stock  ownership  trigger of the Rights from 20% to 15%
(excluding  persons who  inadvertently  cross the 15%  threshold  and  excluding
current  stockholders who exceed the 15% threshold on the date of adoption,  who
may  then   increase   share   ownership  by  an  additional  5%  under  certain
circumstances without triggering the Rights).                                   

 2

8-A12G/A
3rd Page of 6
TOC
1st
Previous
Next
↓Bottom
Just 3rd
RIGHTS ATTACHED TO COMMON STOCK INITIALLY                                       

     Common Stock certificates  currently evidence the Rights. A notation on the
certificates  incorporates the Rights Plan and advises the certificate holder of
the existence of the Rights.  Until  triggered,  the Rights are transferred only
with the Common  Stock  certificates.  Common  Stock  certificates  issued after
August 9, 1999 will contain a legend  referencing the existence of a stockholder
rights plan. The surrender for transfer of outstanding Common Stock certificates
will also  constitute  the  transfer  of the Rights  associated  with the Common
Stock.                                                                          

DISTRIBUTION OF RIGHTS                                                          

     The  Company  will mail  separate  certificates  evidencing  the  Rights to
holders  of  record  of  the  Common  Stock  on  the  "Distribution  Date."  The
Distribution  Date will be the date the Rights  separate  from the Common Stock,
and will be the earlier to occur of the following two events:                   

     * the close of  business on the first day  following a public  announcement
that a person  or group of  affiliated  or  associated  persons  (an  "Acquiring
Person") has  acquired  beneficial  ownership of 15% or more of the  outstanding
Common Stock; or                                                                

     * 10 business days following the  commencement  of, or  announcement  of an
intention to make, a tender or exchange  offer the  consummation  of which would
result in the  beneficial  ownership by a person or group of 15% or more of such
outstanding Common Stock.                                                       

As soon as practicable  following the Distribution Date,  separate  certificates
evidencing the Rights ("Right Certificates") will be mailed to holders of record
of the Common  Stock as of the close of  business on the  Distribution  Date and
such separate Right  Certificates alone will evidence the Rights. The Rights are
not exercisable until the Distribution Date. The Rights will expire on August 9,
2009, unless earlier redeemed or extended by the Board.                         

RIGHT TO PURCHASE COMPANY STOCK                                                 

     In the event a person  becomes the owner of 15% or more of the  outstanding
shares of Common Stock and thus becomes an Acquiring Person (a "Flip-In Event"),
the Rights not held by the Acquiring Person "flip-in" and, instead of continuing
as rights to buy Series A Preferred Stock, become rights to buy from the Company
shares of Common Stock  having a value equal to two times the Purchase  Price of
the Right. In other words, a Rights holder (other than the Acquiring Person) may
purchase Common Stock at a 50% discount.                                        

     In the event there is insufficient  Common Stock to permit exercise in full
of the Rights,  the Company must issue shares of Series A Preferred Stock, cash,
property or other  securities  of the Company with an  aggregate  value equal to
twice the Purchase Price.                                                       

 3

8-A12G/A
4th Page of 6
TOC
1st
Previous
Next
↓Bottom
Just 4th
     Upon the occurrence of the any such Flip-In  Event,  any Rights owned by an
Acquiring Person, its affiliates and associates and certain transferees thereof,
shall become null and void.                                                     

RIGHT TO PURCHASE ACQUIRING PERSON STOCK                                        

     In the event that a person becomes an Acquiring Person, the Company is then
merged, and the Common Stock is exchanged or converted in the merger,  then each
Right (other than those  formerly  held by the  Acquiring  Person,  which became
void)  would  "flip-over"  and be  exercisable  for a number of shares of common
stock of the acquiring  company  having a market value of two times the exercise
price of the Right.  In other words,  a Rights holder may purchase the acquiring
company's common stock at a 50% discount.                                       

EXCHANGE OF RIGHTS FOR COMMON STOCK                                             

     After a Flip-In Event but before a "flip-over"  event (as described  above)
occurs and before an  Acquiring  Person  becomes the owner of 50% or more of the
Common Stock,  the Board may cause the Rights (either in whole or in part) to be
exchanged  for  shares of  Common  Stock (or  fractional  interests  in Series A
Preferred  Stock,  or  equivalent  securities,  of equal  value) at a one-to-one
exchange ratio or pursuant to an equivalent  cashless  exercise  method.  Rights
held by the Acquiring Person; however, which became void upon the Flip-In Event,
would not be entitled to participate in such exchange.                          

REDEMPTION                                                                      

     The Rights may be redeemed by the Board at a  redemption  price of $.01 per
Right at any time prior to the earlier of:                                      

* the time that a person or a group becomes an Acquiring Person, or   

     *  August  9,  2009,  the  expiration  date  of the  Amended  and  Restated
Agreement.                                                                      

Immediately  upon  redemption and without further action and without any notice,
the right to  exercise  the  Rights  will  terminate  and the only  right of the
holders will be to receive the redemption price.                                

EXPIRATION OF RIGHTS                                                            

     The Rights will  expire on August 9, 2009,  unless the  expiration  date is
extended by amendment or unless the Rights are earlier  redeemed or exchanged by
the Company as described above.                                                 

 4

8-A12G/A
5th Page of 6
TOC
1st
Previous
Next
↓Bottom
Just 5th
AMENDMENTS OR SUPPLEMENTS                                                       

     For so long as the  Rights are  redeemable,  the terms of the Rights may be
amended or  supplemented  by the Board of Directors at any time and from time to
time  without the  consent of the  holders of the  Rights.  At any time when the
Rights are not  redeemable,  the Board of Directors may amend or supplement  the
terms of the Rights,  provided that such amendment does not adversely affect the
interests of the holders of the Rights.                                         

NO RIGHTS AS STOCKHOLDERS                                                       

     Until a Right is  exercised,  the holder  thereof  will have no rights as a
stockholder of the Company, including,  without limitation, the right to vote or
to receive dividends.                                                           

MISCELLANEOUS                                                                   

     In order to prevent  dilution,  the Purchase Price, the number of shares of
Series A  Preferred  Stock or other  securities  or  property  purchasable  upon
exercise  of each  Right and the  number of Rights  outstanding  are  subject to
adjustment from time to time as provided in the Amended and Restated Agreement. 

     The Company is not required to issue  fractions of Rights or to  distribute
Right Certificates  which evidence  fractional Rights (except as may be provided
for in the Amended and Restated  Agreement).  In lieu of such fractional Rights,
the Company will pay to the registered  holders of the Right  Certificates  with
regard to which such fractional Rights would otherwise be issuable, an amount of
cash equal to the same fraction of the current market value of a whole Right.   

ITEM 2. EXHIBITS.                                                               

     The  response  to Item 2 is  hereby  amended  to read  in its  entirety  as
follows:                                                                        

     4.1  Amended and Restated Rights Agreement, dated effective as of August 9,
          1999,  between  Burr-Brown  Corporation  and Harris  Trust and Savings
          Bank, as Rights Agent,  including (i) as Exhibit A thereto the form of
          Certificate of Designation of Series A Junior Participating  Preferred
          Stock of Burr-Brown Corporation, (ii) as Exhibit B thereto the form of
          Amended Rights  Certificate and (iii) as Exhibit C thereto the Amended
    Summary of Right to Purchase Shares of Series A Preferred Stock.

 5

8-A12G/A
Last Page of 6
TOC
1st
Previous
Next
↓Bottom
Just 6th
 SIGNATURE

     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, thereto duly authorized.                      

                            BURR-BROWN CORPORATION

Dated: August 9, 1999                      /s/ S. P. Madavi                     
                                           -------------------------------------
                     Syrus P. Madavi
                                           President and Chief Executive Officer

 6

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-A12G/A’ Filing		Date		First		Last			Other Filings
		8/9/09		2		4
Filed on:		8/11/99							8-K
		8/9/99		2		6			8-K
									List all Filings