Mindspeed Technologies, Inc - Securities Registration (section 12(b)) (8-A12B)
June 19 2008 - 1:04PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES
EXCHANGE ACT OF 1934
MINDSPEED
TECHNOLOGIES, INC.
|
(Exact Name of
Registrant as Specified in its Charter)
|
Delaware
|
|
01-0616769
|
(State of
Incorporation or Organization)
|
|
(I.R.S. Employer
Identification No.)
|
4000 MacArthur Boulevard, East Tower
Newport Beach,
California
|
|
92660-3095
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
Securities to be
registered pursuant to Section 12(b) of the Act:
Title of each class
to be so registered
|
|
Name of each exchange on which
each class is to be registered
|
|
|
|
Preferred Share
Purchase Rights
|
|
The NASDAQ Stock
Market LLC
|
If this form relates to
the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box.
x
|
|
If this form relates to
the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), please check the following box.
o
|
Securities Act
registration statement file number to which this form relates: Not Applicable
Securities to be registered
pursuant to Section 12(g) of the Act:
Not
Applicable
|
(Title of Class)
|
INFORMATION
REQUIRED IN REGISTRATION STATEMENT
ITEM 1. Description
of Registrants Securities to Be Registered.
The description of the preferred share purchase rights
of Mindspeed Technologies, Inc. (the Registrant) to be registered
hereunder is set forth under the caption entitled Description of Capital Stock
in the Registrants Registration Statement on Form 10, as amended (File No. 001-31650),
which description is incorporated herein by reference. Such description of the
preferred share purchase rights is modified as set forth below.
On June 26, 2003, the Registrant entered into a
Rights Agreement (the Rights Agreement) with Mellon Investor Services LLC (the
Rights Agent) with respect to the preferred share purchase rights. On December 6, 2004, the Registrant and
the Rights Agent entered into the First Amendment to Rights Agreement (the First
Amendment) to amend the definition of Acquiring Person contained in the
Rights Agreement. As amended, the Rights
Agreement excludes from the definition of Acquiring Person (as defined
therein) a purchaser of shares of the Registrants common stock (or securities
convertible into or exchangeable for shares of common stock) directly from the Registrant
by a purchaser who has a bona fide intent at the time of such purchase to
resell such shares of the Registrants common stock (or securities convertible
into or exchangeable for shares of common stock) in an offering that is exempt
from the registration requirements of the Securities Act of 1933, as amended, pursuant
to Rule 144A or Regulation S thereunder.
On June 16, 2008, the Registrant and the Rights Agent
entered into the Second Amendment to Rights Agreement (the Second Amendment)
to amend Section 25 thereof. As
amended, the Rights Agreement provides that if, at any time after the Distribution
Date (as defined therein), the Registrant proposes to take certain actions
specified in Section 25, then specified advance notice shall be provided
to the holders of the preferred share purchase rights as set forth therein.
The foregoing description of the First Amendment and
the Second Amendment is qualified in its entirety by reference to the complete
text of the First Amendment and the Second Amendment, each of which is
incorporated herein by reference.
ITEM 2. Exhibits.
Exhibit
|
|
Description
|
|
|
|
4.1
|
|
Rights Agreement, dated
June 26, 2003, between the Registrant and the Rights Agent (filed as
Exhibit 4.1 to the Registrants Current Report on Form 8-K filed
July 1, 2003, and incorporated herein by reference).
|
|
|
|
4.2
|
|
First Amendment to
Rights Agreement, dated as of December 6, 2004, between the Registrant
and the Rights Agent (filed as Exhibit 4.4 to the Registrants Current
Report on Form 8-K filed December 8, 2004, and incorporated herein
by reference).
|
|
|
|
4.3
|
|
Second Amendment to
Rights Agreement, dated as of June 16, 2008, between the Registrant and the
Rights Agent (filed as Exhibit 4.1 to the Registrants Current Report on
Form 8-K filed June 18, 2008, and incorporated herein by
reference).
|
1
SIGNATURES
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.
|
MINDSPEED TECHNOLOGIES, INC.
|
|
|
Date: June 18,
2008
|
|
|
By:
|
/s/
Brandi R. Steege
|
|
|
Brandi R. Steege
Vice President, Legal, and Secretary
|
2
Mindspeed Technologies, Inc. (MM) (NASDAQ:MSPD)
Historical Stock Chart
From Sep 2024 to Oct 2024
Mindspeed Technologies, Inc. (MM) (NASDAQ:MSPD)
Historical Stock Chart
From Oct 2023 to Oct 2024