- Amended Securities Registration (section 12(g)) (8-A12G/A)
June 13 2011 - 5:29PM
Edgar (US Regulatory)
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
EMS TECHNOLOGIES, INC
(Exact Name of Registrant as Specified in Its Charter)
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Georgia
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58-1035424
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(State of Incorporation or Organization)
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(IRS Employer Identification No.)
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660 Engineering Drive
Norcross, Georgia
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30092
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(Address of Principal Executive Offices)
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(Zip Code)
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If this form relates to the
registration of a class of securities
pursuant to Section 12(b) of the Exchange and
is effective pursuant to General Instruction
A.(c), please check the
following box.
x
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If this form relates to the registration
of a class of securities pursuant to Section
12(g) of the Exchange Act and is effective Act
pursuant to General Instruction A.(d), please
check the following box.
o
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Securities Act registration statement file number to which this form relates: (if applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of Each Class to
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Name of Each Exchange on Which
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be so Registered
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Each Class is to be Registered
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Common Stock Purchase Rights
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Nasdaq Global Select Market
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Securities to be registered pursuant to Section 12(g) of the Act: None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
This amendment No. 1 amends and supplements that certain amended Registration Statement on
Form 8-A initially filed with the Securities and Exchange Commission on April 12, 1999 (the
Registration Statement
) by EMS Technologies, Inc. (the
Company
).
Item 1. Description of Registrants Securities to be Registered.
On June 13, 2011, EMS Technologies, Inc., a Georgia corporation (the
Company
),
Honeywell International Inc., a Delaware corporation (
Honeywell
) and a wholly owned
subsidiary of Honeywell (
Purchaser
), entered into an Agreement and Plan of Merger (the
Merger Agreement
) pursuant to which Honeywell will acquire the Company in an all-cash
transaction valued at approximately $491 million, net of cash acquired. Under the terms of the Merger Agreement,
Purchaser will commence a tender offer (the
Offer
) no later than June 27, 2011 to acquire
all of the outstanding shares of common stock, $0.10 par value per share (the
Shares
), of
the Company at a purchase price of $33.00 per share in cash, subject to required
withholding taxes and without interest. Upon successful completion of the Offer, Purchaser will
merge with and into the Company and the Company will become a wholly owned subsidiary of Honeywell.
Prior to entering into the Merger Agreement, the Companys board of directors approved an
amendment to the Amended and Restated Shareholder Rights Plan, dated as of January 4, 2011 (the
Rights Plan
), with the purpose and intent of rendering the Rights Plan inapplicable to
the Offer, the Top-Up Option, the Merger (as such terms are defined in the Merger Agreement), the
Merger Agreement and any other transaction contemplated by the Merger Agreement and to cause the
Rights Plan to terminate immediately prior to the Effective Time (as such term is defined in the
Merger Agreement). The foregoing description of the amendment to the Rights Plan is not complete
and is qualified in its entirety by reference to Amendment No. 1 to Amended and Restated
Shareholder Rights Plan, which is filed as
Exhibit 4.1
hereto and is incorporated herein by
reference.
Item 2. Exhibits.
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Exhibit No.
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Description of Exhibit
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4.1
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Amendment No. 1 to Amended and Restated Shareholder Rights Plan, dated as of June 12, 2011
(incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed on June
13, 2011).
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2
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to the registration statement to be signed on its behalf
by the undersigned, thereto duly authorized.
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EMS TECHNOLOGIES, INC.
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Dated: June 13, 2011
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By :
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/s/ Gary B. Shell
Gary B. Shell
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Senior Vice President,
Chief Financial Officer and Treasurer
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