SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
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
CTS Corporation
(Exact Name of Registrant as Specified in Its Charter)
Indiana 35-0225010
(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
905 West Boulevard North, Elkhart, Indiana 46514
(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. |X| box.
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:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
------------------- ------------------------------
Rights to Purchase Preferred Shares New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
--------------------------------------------------------------------------------
(Title of class)
Item 1. Description of Registrant's Securities to be Registered
On April 22, 2002, CTS Corporation (the "Company") and EquiServe Trust
Company, N.A. (the "Rights Agent") entered into Amendment No. 2 ("Amendment No.
2"), to the Rights Agreement, dated as of August 28, 1998 (as amended, the
"Rights Agreement"), between the Company and the Rights Agent, as amended on
October 15, 2001. Amendment No. 2 deleted the provisions of the Rights Agreement
that stated that redemption of the rights, amendment to the Rights Agreement and
certain other actions, if taken in the one-year period following the time that
(a) any person or group acquired 15% or more of the Company's Common Stock or
(b) certain changes in the majority of the Company's Board of Directors
occurred, required the concurrence of a majority of those directors (i) that
were members of the Company's Board of Directors before the adoption of the
Rights Agreement (or directors who were nominated or approved by such persons)
and (ii) who are not affiliated with, or representatives of, a holder of 15% or
more of the Common Stock.
The Rights Agreement was previously amended on October 15, 2001
("Amendment No. 1"), to appoint EquiServe Trust Company, N.A. as successor
rights agent to State Street Bank and Trust Company.
The foregoing description of Amendment No. 1 and Amendment No. 2 is
qualified in its entirety by reference to the full text of Amendment No. 1 and
Amendment No. 2, copies of which have been filed as exhibits hereto and are
incorporated herein by reference. Copies of the Rights Agreement, and the
related Summary of Rights, which is attached as Exhibit C to the Rights
Agreement, are available free of charge from the Company.
Item 2. Exhibits
Number Description
------ -----------
4.1 Amendment to Rights Agreement, dated October 15, 2001,
to the Rights Agreement, dated as of August 28, 1998,
between the Company, State Street Bank and Trust Company
4.2 Amendment No. 2, dated as of April 22, 2002, to the Rights
Agreement, dated as of August 28, 1998, between the Company
and EquiServe Trust Company, N.A., as rights agent, as
amended on October 15, 2001
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.
CTS CORPORATION
By: /s/ Richard G. Cutter
---------------------------------------
Name: Richard G. Cutter
Title: Vice President, Secretary and
General Counsel
Date: April 29, 2002
EXHIBIT INDEX
-------------
Number Description
4.1 Amendment to Rights Agreement, dated October 15, 2001,
to the Rights Agreement, dated as of August 28, 1998,
between the Company, State Street Bank and Trust Company
4.2 Amendment No. 2, dated as of April 22, 2002, to the Rights
Agreement, dated as of August 28, 1998, between the Company
and EquiServe Trust Company, N.A., as rights agent, as
amended on October 15, 2001
Exhibit 4.1
AMENDMENT TO RIGHTS AGREEMENT
1. General Background. In accordance with the "Supplements and
Amendments" section of the Rights Agreement between State Street Bank and
Trust Company (the "Rights Agent") and CTS Corporation (the "Company")
dated August 28, 1998 (the "Agreement"), the Rights Agent and Company
desire to amend the Agreement to appoint EquiServe Trust Company, N.A.
2. Effectiveness. This Amendment shall be effective as of July 18, 2001 (the
"Amendment") and all defined terms and definitions in the Agreement shall
be the same in the Amendment except as specifically revised by the
Amendment.
3. Revision. The section in the Agreement entitled, "Change of Rights Agent"
is hereby deleted in its entirety and replaced with the following:
Change of Rights Agent. The Rights Agent or any successor Rights Agent may
resign and be discharged from its duties under this Agreement upon 30 days'
notice in writing mailed to the Company and to each transfer agent of the
Common Shares or Preferred Shares by registered or certified mail, and to
the holders of the Right Certificates by first-class mail. The Company may
remove the Rights Agent or any successor Rights Agent upon 30 days' notice
in writing mailed to the Rights Agent or successor Rights Agent, as the
case may be, and to each transfer agent of the Common Shares or Preferred
Shares by registered or certified mail, and to the holders of the Right
Certificates by first-class mail. If the Rights Agent shall resign or be
removed or shall otherwise become incapable of acting, the Company shall
appoint a successor to the Rights Agent. If the Company shall fail to make
such appointment within a period of 30 days after giving notice of such
removal or after it has been notified in writing of such resignation or
incapacity by the resigning or incapacitated Rights Agent, or by the holder
of a Right Certificate (who shall, with such notice, submit such holder's
Right Certificate for inspection by the Company), then the registered
holder of any Right Certificate may apply to any court of competent
jurisdiction for the appointment of a new Rights Agent. Any successor
Rights Agent, whether appointed by the Company or by such a court, shall be
a corporation or trust company organized and doing business under the laws
of the United States, in good standing, which is authorized under such laws
to exercise corporate trust or stock transfer powers and is subject to
supervision or examination by federal or state authority and which has,
individually or combined with an affiliate at the time of its appointment
as Rights Agent, a combined capital and surplus of at least $100 million
dollars. After appointment, the successor Rights Agent shall be vested with
the same powers, rights, duties and responsibilities as if it had been
originally named as Rights Agent without further act or deed; but the
predecessor Rights Agent shall deliver and transfer to the successor Rights
Agent any property at the time held by it hereunder, and execute and
deliver any further assurance, conveyance, act or deed necessary for the
purpose. Not later than the effective date of any such appointment, the
Company shall file notice thereof in writing with the predecessor Rights
Agent and each transfer agent of the Common Shares or Preferred Shares, and
mail a notice thereof in writing to the registered holders of the Right
Certificates. Failure to give any notice provided for in this Section,
however, or any defect therein, shall not affect the legality or validity
of the resignation or removal of the Rights Agent or the appointment of the
successor Rights Agent, as the case may be.
4. Except as amended hereby, the Agreement and all schedules or exhibits
thereto shall remain in full force and effect.
IT WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
in their names and on their behalf by and through their duly authorized
officers, as of this 15th day of October, 2001.
CTS Corporation State Street Bank and Trust Company
/s/ Jeannine M. Davis /s/ Charles V. Rossi
------------------------------------- -----------------------------------
By: Jeannine M. Davis By: Charles V. Rossi
Title: Executive Vice President Title: President
Administration and Secretary
EquiServe Trust Company, N.A.
/s/ Charles V. Rossi
-------------------------------------
By: Charles V. Rossi
Title: President
Exhibit 4.2
April 22, 2002
EquiServe Trust Company, N.A.
150 Royall Street
Canton, MA 02021
Attention: Client Services
Re: Amendment No. 2 to the Rights Agreement
-------------------------------------------
Ladies and Gentlemen:
Pursuant to Section 27 of the Rights Agreement, dated as of August 28,
1998 (as amended, the "Rights Agreement"), between CTS Corporation (the
"Company"), and EquiServe Trust Company, N.A., as rights agent, as amended on
October 15, 2001, the Company, by resolution adopted by its Directors, hereby
amends the Rights Agreement as follows:
1. Section 1(i) of the Rights Agreement is hereby amended to read in its
entirety as follows:"(i) [RESERVED]."
2. Section 23(a) of the Rights Agreement is hereby amended to read in its
entirety as follows:
"(a) Prior to the Expiration Date, the Board of Directors of the Company may,
at its option, redeem all but not less than all of the then-outstanding
Rights at the Redemption Price at any time prior to the Close of Business on
the Share Acquisition Date (such time period, the "Redemption Period"). Any
redemption pursuant to the preceding sentence of this Section 23(a) will be
effective immediately upon the action of the Board of Directors of the
Company ordering the same, unless such action of the Board of Directors of
the Company expressly provides that such redemption will be effective at a
subsequent time or upon the occurrence or nonoccurrence of one or more
specified events (in which case such redemption will be effective in
accordance with the provisions of such action of the Board of Directors of
the Company)."
3. Section 24(a) of the Rights Agreement is hereby amended by deleting the last
sentence thereof.
4. Section 27 of the Rights Agreement is hereby amended by deleting the last
sentence thereof and replacing it with the following sentence:
"Notwithstanding anything in this Agreement to the contrary, no supplement or
amendment may be made which decreases the stated Redemption Price to an
amount less than $0.01 per Right."
5. The Rights Agreement shall not otherwise be supplemented or amended by virtue
of this Amendment No. 2 to the Rights Agreement, but shall remain in full
force and effect.
6. Capitalized terms used without other definition in this Amendment No. 2 to
the Rights Agreement shall be used as defined in the Rights Agreement.
7. This Amendment No. 2 to the Rights Agreement shall be deemed to be a contract
made under the internal substantive laws of the State of Indiana and for all
purposes will be governed by and construed in accordance with the internal
substantive laws of such State applicable to contracts to be made and
performed entirely within such State.
8. This Amendment No. 2 to the Rights Agreement may be executed in any number
of counterparts and each of such counterparts will for all purposes be deemed
to be an original, and all such counterparts shall together constitute but
one and the same instrument.
9. All references to the Rights Agreement shall, from and after the date of this
Amendment No. 2 to the Rights Agreement, be deemed to be references to the
Rights Agreement as amended hereby.
10. Exhibits B and C to the Rights Agreement shall be deemed amended in a manner
consistent with this Amendment No. 2 to the Rights Agreement.
Very truly yours,
CTS Corporation
By: /s/ Richard G. Cutter
-------------------------------------
Richard G. Cutter
Vice President, Secretary and
General Counsel
Accepted and agreed to as of the date first above written:
EquiServe Trust Company, N.A.
By: /s/ Tyler Haynes
---------------------------------
Name: Tyler Haynes
Title: Managing Director