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 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SYNCOR INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 85-0229124
(State of Incorporation (IRS Employer
or Organization) Identification No.)
6464 Canoga Avenue,
Woodland Hills, California 91367-2407
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock Purchase Rights
(Title of Class)
Syncor International Corporation, a Delaware corporation (the
"Company"), hereby amends Items 1 and 2 of its registration statement on
Form 8-A filed with the Securities and Exchange Commission on October 20,
1999 as set forth below. The Company and American Stock Transfer and Trust
Company, as rights agent, have entered into the First Amendment, dated as
of June 14, 2002, to the Rights Agreement dated as of September 28, 1999,
between the Company and the Rights Agent, in connection with the execution
of the Agreement and Plan of Merger, dated as of June 14, 2002, by and
among the Company, Cardinal Health, Inc. and Mudhen Merger Corp.
Item 1. Description of Securities To Be Registered.
On September 28, 1999, the Board of Directors of Syncor International
Corporation, a Delaware Corporation (the "Company"), declared a dividend
distribution of one Right for each outstanding share of common stock, par
value $.05 per share, of the Company ("Common Stock"), payable to holders
of record of Common Stock at the close of business on October 8, 1999 (the
"Record Date"). See the Company's Registration Statement on Form 8-A, filed
on October 20, 1999, for a complete description of the the Rights Agreement
(the "Rights Agreement") dated as of September 28, 1999, between the
Company and American Stock Transfer and Trust Company, as rights agent (the
"Rights Agent").
On June 14, 2002, the Company, Cardinal Health, Inc., an Ohio
corporation ("Cardinal"), and Mudhen Merger Corp., a Delaware corporation
and a wholly owned subsidiary of Cardinal ("Merger Sub"), entered into an
Agreement and Plan of Merger (the "Merger Agreement"). Subject to the terms
and conditions of the Merger Agreement, Merger Sub will merge with and into
the Company, and the Company will become a wholly owned subsidiary of
Cardinal. In connection with the Merger Agreement, on June 14, 2002, the
Company entered into the First Amendment to the Rights Agreement (the
"Rights Agreement Amendment"), dated as of June 14, 2002, by and among the
Company and the Rights Agent.
The Rights Agreement Amendment amends Section 1(a) of the Rights
Agreement to provide that, notwithstanding anything to the contrary in the
Rights Agreement, none of Cardinal, its subsidiaries, affiliates or
associates, including Merger Sub, is, nor shall any of them be deemed to
be, an Acquiring Person (as defined in the Rights Agreement) by virtue of
(i) their acquisition, or their right to acquire, beneficial ownership of
Common Stock of the Company as a result of their execution of the Merger
Agreement, (ii) the consummation of the Merger (as defined in the Merger
Agreement), or (iii) any other transaction contemplated by the Merger
Agreement, it being the purpose of the Company in adopting the Rights
Agreement Amendment that neither the execution of the Merger Agreement by
any of the parties nor the consummation of the transactions contemplated
thereby shall in any respect give rise to any provision of the Rights
Agreement becoming effective.
The Rights Agreement Amendment amends Section 1(l) of the Rights
Agreement to provide that, notwithstanding anything to the contrary in the
Rights Agreement, a Stock Acquisition Date (as defined in the Rights
Agreement) shall not occur by reason of the execution of the Merger
Agreement, the consummation of the Merger, or any other transaction
contemplated by the Merger Agreement.
The Rights Agreement Amendment amends Section 1(n) of the Rights
Agreement to provide that, notwithstanding anything to the contrary in the
Rights Agreement, a Triggering Event (as defined in the Rights Agreement)
shall not occur by reason of the execution of the Merger Agreement, the
consummation of the Merger, or any other transaction contemplated by the
Merger Agreement.
The Rights Agreement Amendment amends Section 3(a) of the Rights
Agreement to provide that, notwithstanding anything to the contrary in the
Rights Agreement, a Distribution Date (as defined in the Rights Agreement)
shall not occur by reason of the execution of the Merger Agreement, the
consummation of the Merger, or any other transaction contemplated by the
Merger Agreement.
The Rights Agreement Amendment adds a new Section 35 to the Rights
Agreement, which provides that the Rights Agreement and the Rights
established thereby will terminate in all respects immediately prior to the
consummation of the Merger.
The Rights Agreement Amendment further provides that if for any reason
the Merger Agreement is terminated and the Merger is abandoned, then the
Rights Agreement Amendment shall be of no further force and effect and the
Rights Agreement shall remain exactly the same as it existed immediately
prior to execution of the Rights Agreement Amendment.
Item 2. Exhibits.
1. Rights Agreement, dated as of September 28, 1999, between Syncor
International Corporation and American Stock Transfer & Trust Company,
as Rights Agent, including all exhibits thereto, incorporated herein
by reference to Exhibit 4 to the Company's Current Report on Form 8-K
dated September 28, 1999.
2. First Amendment to Rights Agreement dated as of June 14, 2002, between
Syncor International Corporation and American Stock Transfer & Trust
Company, 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.
SYNCOR INTERNATIONAL CORPORATION
Date: June 19, 2002 By: /s/ Sheila H. Coop
----------------------------
Name: Sheila H. Coop
Sr. Vice President
EXHIBIT INDEX
Exhibit Description
1. Rights Agreement, dated as of September 28, 1999, between
Syncor International Corporation and American Stock
Transfer & Trust Company, as Rights Agent, including all
exhibits thereto, incorporated herein by reference to
Exhibit 4 to the Company's Current Report on Form 8-K
dated September 28, 1999.
2. First Amendment to Rights Agreement dated as of June 14,
2002, between Syncor International Corporation and
American Stock Transfer & Trust Company, as Rights Agent.