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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-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
TEXAS INSTRUMENTS INCORPORATED
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(Exact name of registrant as specified in its charter)
Delaware 75-0289970
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(State of incorporation or organization) (IRS Employer Identification No.)
8505 Forest Lane
P.O. Box 660199
Dallas, Texas 75266-0199
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(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
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Series B Participating Cumulative New York Stock Exchange
Preferred Stock Purchase Rights
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
This Amendment No. 1 amends the Registrant's registration statement on
Form 8-A dated June 23, 1998 in connection with the Registrant's listing of the
Preferred Share Purchase Rights on the New York Stock Exchange.
This Amendment No. 1 is being filed to amend and restate Item 1 to this
Registration Statement and include as an exhibit to this Registration Statement
the First Amendment dated as of September 18, 1998 to the Rights Agreement
dated as of June 19, 1998 between the Registrant and Harris Trust and Savings
Bank. Except as amended hereby, there are no other changes to this Registration
Statement.
Item 1. Description of Registrant's Securities to be Registered.
Item 1 of this Registration Statement is hereby amended and restated in
its entirety to read in full as follows:
On June 18, 1998, the Board of Directors of Texas Instruments
Incorporated, a Delaware corporation (the "Company"), declared a dividend of
one preferred stock purchase right (a "Right") for each outstanding share of
common stock, par value $1.00 per share (the "Common Stock"), of the Company.
The dividend was paid on June 30, 1998 (the "Record Date") to holders of record
as of the close of business on that date.
Prior to the Distribution Date (as defined below), the Rights will be
evidenced by the certificates for and will be transferred with the Common
Stock, and the registered holders of the Common Stock will be deemed to be the
registered holders of the Rights. After the Distribution Date, the Rights Agent
will mail separate certificates evidencing the Rights to each record holder of
the Common Stock as of the close of business on the Distribution Date, and
thereafter the Rights will be transferable separately from the Common Stock.
The "Distribution Date" generally means the earlier of (i) the close of
business on the 10th day after the date (the "Stock Acquisition Date") of the
first public announcement that a person (other than the Company or any of its
subsidiaries or any employee benefit plan of the Company or any such
subsidiary) has acquired beneficial ownership of 20% or more of the outstanding
shares of Common Stock (an "Acquiring Person") and (ii) the close of business
on the 10th business day (or such later day as may be designated by the Board
of Directors before any person has become an Acquiring Person) after the date
of the commencement of a tender or exchange offer by any person which would, if
consummated, result in such person becoming an Acquiring Person.
Prior to the Distribution Date, the Rights will not be exercisable to
purchase Series B Participating Cumulative Preferred Stock, par value $1.00 per
share (the "Preferred Stock"). After the Distribution Date, each Right will be
exercisable to purchase, for $200 (the "Purchase Price"), one one-thousandth of
a share of Preferred Stock. The terms and conditions of the Rights are set
forth in a Rights Agreement dated as of June 19, 1998 between the Company and
Harris Trust and Savings Bank, as Rights Agent (as amended, the "Rights
Agreement").
At any time after any person has become an Acquiring Person (but before
the occurrence of any of the events described in the second succeeding
paragraph), each Right (other than Rights beneficially owned by the Acquiring
Person and certain affiliated persons) will entitle the holder to purchase, for
the Purchase Price, a number of shares of Common Stock having a market value of
twice the Purchase Price.
At any time after any person has become an Acquiring Person (but before
any person becomes the beneficial owner of 50% or more of the outstanding
shares of Common Stock or the occurrence of any of the events described in the
next paragraph), the Board of Directors may exchange all or part of the Rights
(other than Rights beneficially owned by an Acquiring Person and certain
affiliated persons) for shares of Common Stock at an exchange ratio of one
share of Common Stock per Right.
If, after any person has become an Acquiring Person, (1) the Company is
involved in a merger or other business combination in which the Company is not
the surviving corporation or its Common Stock is exchanged for other securities
or assets or (2) the Company and/or one or more of its subsidiaries sell or
otherwise transfer assets or earning power aggregating more than 50% of the
assets or earning power of the Company and its subsidiaries, taken as a whole,
then each Right (other than Rights beneficially owned by an Acquiring Person
and certain affiliated persons) will entitle the holder to purchase, for the
Purchase Price, a number of shares of common stock of the other party to such
business combination or sale (or in certain circumstances, an affiliate) having
a market value of twice the Purchase Price.
The Board of Directors may redeem all of the Rights at a price of $.01 per
Right at any time before any person has become an Acquiring Person.
The Rights will expire on June 18, 2008, unless earlier exchanged or
redeemed.
For so long as the Rights are redeemable, the Rights Agreement may be
amended in any respect. At any time when the Rights are no longer redeemable,
the Rights Agreement may be amended in any respect that does not adversely
affect Rights holders (other than any Acquiring Person and certain affiliated
persons), cause the Rights Agreement to become amendable other than in
accordance with this sentence or cause the Rights again to become redeemable.
Rights holders have no rights as a stockholder of the Company, including
the right to vote and to receive dividends.
The Rights Agreement includes antidilution provisions designed to prevent
efforts to diminish the effectiveness of the Rights.
As of June 18, 1998 there were 391,480,491 shares of Common Stock
outstanding and 62,938,325 shares reserved for issuance under the Company's
stock option plans. Each outstanding share of Common Stock on the Record Date
received one Right. Shares of Common Stock issued after the Record Date and
prior to the Distribution Date will be issued with a Right attached so that all
shares of Common Stock outstanding prior to the Distribution Date will have
Rights attached. 2,200,000 shares of Preferred Stock have been reserved for
issuance upon exercise of the Rights.
The Rights have certain anti-takeover effects. The Rights may cause
substantial dilution to a person that attempts to acquire the Company without a
condition to such an offer that a substantial number of the Rights be acquired
or that the Rights be redeemed or declared invalid. The Rights should not
interfere with any merger or other business combination approved by the Board
of Directors since the Rights may be redeemed by the Company as described
above.
While the dividend of the Rights will not be taxable to stockholders or to
the Company, stockholders or the Company may, depending upon the circumstances,
recognize taxable income in the event that the Rights become exercisable as set
forth above.
The foregoing description of the Rights Agreement is qualified in its
entirety by reference to the full text of the Rights Agreement and Amendment
No. 1 to the Rights Agreement, which are attached hereto as Exhibits 1 and 2,
respectively, and incorporated herein by reference.
Item 2. Exhibits
Item 2 of this Registration Statement is hereby amended by adding the
following new exhibit:
1(a) Amendment No. 1 to the Rights Agreement dated as of September 18,
1998 between Texas Instruments Incorporated and Harris Trust and
Savings Bank, as Rights Agent.
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, thereunto duly authorized.
TEXAS INSTRUMENTS INCORPORATED
By: /s/ William A. Aylesworth
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William A. Aylesworth
Senior Vice President, Treasurer
and Chief Financial Officer
September 23, 1998
EXHIBIT INDEX
Exhibit
Number Description Page
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*1. Rights Agreement dated as of June 18, 1998 between
Texas Instruments Incorporated and Harris Trust and
Savings Bank, as Rights Agent, which includes the
Form of Certificate of Designation of Series B
Participating Cumulative Preferred Stock of Texas
Instruments Incorporated as Exhibit A, the Form of
Right Certificate as Exhibit B and the Summary of
Terms of the Rights Agreement as Exhibit C.
1(a) Amendment No. 1 to the Rights Agreement dated as of
September 18, 1998 between Texas Instruments
Incorporated and Harris Trust and Savings Bank,
as Rights Agent.
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* Previously filed.
EXHIBIT 1(a)
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
AMENDMENT NO. 1 dated as of September 18, 1998 to the Rights Agreement
dated as of June 18, 1998 (the "Rights Agreement") between Texas Instruments
Incorporated, a Delaware corporation (the "Company"), and Harris Trust and
Savings Bank, as Rights Agent (the "Rights Agent").
W I T N E S S E T H
WHEREAS, the parties hereto desire to amend the Rights Agreement in
certain respects;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Defined Terms; References. (a) Unless otherwise
specifically defined herein, each term used herein which is defined in the
Rights Agreement has the meaning assigned to such term in the Rights Agreement.
Each reference to "hereof", "hereunder", "herein" and "hereby" and each other
similar reference and each reference to "this Agreement" and each other similar
reference contained in the Rights Agreement shall, after this Amendment becomes
effective, refer to the Rights Agreement as amended hereby.
(b) Section 1 of the Rights Agreement is hereby amended by deleting
from the definition of "Acquiring Person" the word "and" at the end of clause
(a) thereof and adding the following words immediately before the period at the
end of the same definition:
; and (c) if the Board of Directors of the Company determines in good
faith that a Person who would otherwise be an "Acquiring Person" became the
Beneficial Owner of a number of shares of Common Stock such that the Person
would otherwise qualify as an "Acquiring Person" inadvertently (including,
without limitation, because (i) such Person was unaware that it beneficially
owned a percentage of Common Stock that would otherwise cause such Person to be
an "Acquiring Person" or (ii) such Person was aware of the extent of its
Beneficial Ownership of Common Stock but had no actual knowledge of the
consequences of such Beneficial Ownership under this Agreement) and without any
intention of changing or influencing control of the Company, then such Person
shall not be deemed to be or to have become an "Acquiring Person" for any
purposes of this Agreement unless and until such Person shall have failed to
divest itself, as soon as practicable (as determined, in good faith, by the
Board of Directors of the Company), of Beneficial Ownership of a sufficient
number of shares of Common Stock so that such Person would no longer otherwise
qualify as an "Acquiring Person"
(c) Section 1 of the Rights Agreement is hereby amended by deleting
the definition of "Continuing Director" contained therein.
(d) Section 1 of the Rights Agreement is hereby amended by deleting
from the definition of "Distribution Date" the first instance of the words "(or
such later day as may be designated by action of a majority of the Continuing
Directors)" and by replacing the second instance of the same words with the
words "(or such later day as may be designated prior to the occurrence of a
Section 11(a)(ii) Event by action of the Board of Directors)".
SECTION 2. Exercise of Rights; Expiration Date of Rights. Section 7(d)
of the Rights Agreement is hereby amended by deleting the words "the Continuing
Directors have determined" from the first sentence thereof.
SECTION 3. Adjustment of Purchase Price, Number and Kind of Shares or
Number of Rights. Section 11 of the Rights Agreement is hereby amended by:
(a) replacing the words "a majority of the Continuing Directors has
determined to be" in the first sentence of subsection (a)(iii) thereof with the
word "are";
(b) replacing each instance of the words "(as determined by the
Continuing Directors based upon the advice of a nationally recognized
investment banking firm selected by the Continuing Directors)" in subsection
(a)(iii) thereof with the words "(based upon the advice of a nationally
recognized investment banking firm)";
(c) deleting the second sentence of subsection (a)(iii) thereof;
(d) replacing the words "first and/or second sentence of this Section
11(a)(iii)" in the third sentence of subsection (a)(iii) thereof with the words
"preceding sentence";
(e) replacing the words "Substitution Period in order to seek any
authorization of additional shares and/or" in the third sentence of subsection
(a)(iii) thereof with the words "30-day period set forth above in order";
(f) replacing the words "such first and/or second" in the third
sentence of subsection (a)(iii) thereof with the words "the preceding";
(g) deleting the words "the later of" from the last sentence of
subsection (a)(iii) thereof;
(h) deleting the words "and the first date that the right to redeem
the Rights pursuant to Section 23 shall expire" from the last sentence of
subsection (a)(iii) thereof;
(i) deleting the words ", or, if at the time of such selection there
is an Acquiring Person, by a majority of the Continuing Directors" from the
second sentence of subsection (d)(i) thereof;
(j) replacing the words "majority of the Continuing Directors" in the
third sentence of subsection (d)(i) thereof with the words "nationally
recognized investment banking firm";
(k) deleting the words "by a majority of the Continuing Directors, or,
if there are no Continuing Directors," from the fourth sentence of subsection
(d)(i) thereof;
(l) deleting the words "selected by the Board of Directors" from the
fourth sentence of subsection (d)(i) thereof;
(m) deleting the words "by a majority of the Continuing Directors then
in office, or, if there are no Continuing Directors," from subsection (d)(iii)
thereof; and
(n) deleting the words "selected by the Board of Directors" from
subsection (d)(iii) thereof.
SECTION 4. Fractional Rights and Fractional Shares. Section 14(a) of
the Rights Agreement is hereby amended by:
(a) deleting the words ", or, if at the time of such selection there
is an Acquiring Person, by a majority of the Continuing Directors" from the
penultimate sentence thereof; and
(b) replacing the words "majority of the Continuing Directors" in the
last sentence thereof with the words "nationally recognized investment banking
firm".
SECTION 5. Redemption. Section 23(a) of the Rights Agreement is
hereby amended by:
(a) replacing the words "close of business on the tenth day after the
Stock Acquisition Date (or such later date as a majority of the Continuing
Directors may designate prior to such time as the Rights are no longer
redeemable)" in the first sentence thereof with the words "occurrence of a
Section 11(a)(ii) Event";
(b) deleting the proviso from the first sentence thereof and the
semicolon immediately preceding such proviso; and
(c) deleting the second sentence thereof.
SECTION 6. Exchange. Section 24(a) of the Rights Agreement is hereby
amended by:
(a) replacing the words "any Person becomes an Acquiring Person" in
the first sentence thereof with the words "the occurrence of a Section
11(a)(ii) Event"; and
(b) deleting the words "if there are Continuing Directors then in
office and such exchange shall have been approved by a majority of such
Continuing Directors,".
SECTION 7. Supplements and Amendments. Section 27 of the Rights
Agreement is hereby amended by deleting the third sentence thereof.
SECTION 8. Determination and Actions by the Board of Directors, Etc.
Section 29 of the Rights Agreement is hereby amended by:
(a) deleting the first parenthetical clause from the second sentence
thereof; and
(b) deleting the second parenthetical clause and the words "or the
Continuing Directors" from the last sentence thereof.
SECTION 9. Severability. Section 31 of the Rights Agreement is
hereby amended by deleting the proviso contained therein and the semicolon that
immediately precedes such proviso.
SECTION 10. Form of Right Certificate. Exhibit B to the Rights
Agreement is hereby amended by replacing the words "close of business on the
tenth day after the Stock Acquisition Date (or such later date as a majority of
the Continuing Directors may designate prior to such time as the Rights are no
longer redeemable)" in subparagraph (a) of the seventh paragraph thereof with
the words "occurrence of a Section 11(a)(ii) Event".
SECTION 11. Summary of Terms. Exhibit C to the Rights Agreement is
hereby amended by:
(a) deleting the words ", in each case, subject to extension by a
majority of the Directors not affiliated with the Acquiring Person" from the
first footnote thereof;
(b) deleting the second parenthetical clause under the heading
"Exchange";
(c) restating the language under the heading "Redemption" in its
entirety to read in full as follows:
The Board of Directors may redeem all of the Rights at a price of $.01
per Right at any time prior to the time that any person becomes an Acquiring
Person.
(d) deleting each of the first parenthetical clause and the third
paragraph under the heading "Amendments".
SECTION 12. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of Delaware without regard
to any applicable conflicts of law rules, except that the rights and
obligations of the Rights Agent shall be governed by the law of the State of
New York.
SECTION 13. Counterparts. This Amendment may be signed in any number
of counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.
SECTION 14. Effectiveness. This Amendment shall become effective
upon execution by each of the parties hereto of a counterpart hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the date first above written.
TEXAS INSTRUMENTS INCORPORATED
By: /s/ William A. Aylesworth
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Name: William A. Aylesworth
Title: Senior Vice President,
Treasurer and Chief Financial
Officer
HARRIS TRUST AND SAVINGS BANK
By: /s/ Carol A. McFarland
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Name: Carol A. McFarland
Title: Assistant Vice President