SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
(Amendment No. 2)
AMENDING FORM 8-A DATED JUNE 30, 1997 AND
FORM 8-A/A DATED JUNE 14, 1999
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMSCOPE, INC.
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(Exact name of registrant as specified in its charter)
Delaware 36-4135495
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
1375 Lenoir-Rhyne Boulevard
Hickory, North Carolina 28601
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class
to be so registered is to be registered
Preferred Stock Purchase Rights New York Stock Exchange
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If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(1),
please check the following box.[ ]
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933 pursuant
to General Instruction A.(c)(2), please check the following box.[ ]
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
This Form 8-A/A (Amendment No. 2) amends and supplements the Form 8-A filed
by CommScope, Inc. dated June 30, 1997 as amended and supplemented by the
Form 8-A/A filed by CommScope, Inc. dated June 14, 1999 (as amended, the
"Form 8-A"). All capitalized terms not defined herein have the meaning
ascribed to them in the Rights Agreement (as defined herein).
Item 1. Description of Securities to be Registered.
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On November 15, 2001 CommScope, Inc. (the "Company") adopted
Amendment No. 2 ("Amendment No. 2") to the Rights Agreement, dated June 12,
1997, as amended by Amendment No. 1 thereto dated June 14, 1999 (as
amended, the "Rights Agreement"), between the Company and Mellon Investor
Services LLC (formerly know as ChaseMellon Shareholder Services, L.L.C.), a
New Jersey limited liability company (the "Rights Agent").
Amendment No. 2 to the Rights Agreement amended the following:
(i) Section 1 by adding definitions for "Financing Agreement" and "Lucent",
(ii) the definition of "Acquiring Person" to provide that such term shall
not include Lucent, its Subsidiaries, Affiliates or Associates solely by
reason of the execution of, or consummation of the transactions
contemplated by the Financing Agreement; (iii) the definition of
"Distribution Date" and "Shares Acquisition Date" to provide that neither
date shall be deemed to occur as a result of, or consummation of the
transactions contemplated by, the Financing Agreement and (iv) Exhibit
C--the Summary of Rights to Purchase Preferred Stock --to reflect the
changes described in the foregoing clauses (i) -- (iii).
The form of the Rights Agreement, dated June 30, 1997 between the
Company and the Rights Agent, specifying the terms of the Rights, including
exhibits thereto, is attached to the Form 8-A as Exhibit 1 and is
incorporated herein by reference. Amendment No. 1 to the Rights Agreement,
dated as of, June 14, 1999, is attached to the Form 8-A/A as Exhibit 2 and
is incorporated herein by reference. Amendment No. 2 is attached as Exhibit
3 to this Form 8-A/A (Amendment No. 2) and incorporated herein by
reference. The foregoing description of Amendment No. 2 is qualified in its
entirety by reference to the full text of Amendment No. 2.
Item 2. Exhibits.
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1. Form of Rights Agreement, dated as of June 12, 1997, between
CommScope, Inc. and ChaseMellon Shareholder Services, L.L.C,
as Rights Agent (previously filed on Form 8-A on June 30, 1997
and incorporated herein by reference).
2. Amendment No. 1 to the Rights Agreement, dated as of June 14,
1999, between CommScope, Inc. and Mellon Investor Services LLC
as Rights Agent (previously filed on Form 8-A/A on June 14,
1999 and incorporated herein by reference).
3. Amendment No. 2 to the Rights Agreement, dated as of November
15, 2001, between the Company and Mellon Investor Services LLC
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, thereto duly
authorized.
COMMSCOPE, INC.
By: /s/ Frank B. Wyatt, II
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Name: Frank B. Wyatt, II
Title: Senior Vice-President,
General Counsel and Secretary
Dated: November 16, 2001
EXHIBIT INDEX
Exhibit Description
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1. Form of Rights Agreement, dated as of June 12, 1997, between
CommScope, Inc. and ChaseMellon Shareholder Services, L.L.C, as
Rights Agent (previously filed on Form 8-A on June 30, 1997 and
incorporated herein by reference).
2. Amendment No. 1 to the Rights Agreement, dated as of June 14, 1999,
between CommScope, Inc. and Mellon Investor Services LLC as Rights
Agent (previously filed on Form 8-A/A on June 14, 1999 and
incorporated herein by reference).
3. Amendment No. 2 to the Rights Agreement, dated as of November 15,
2001, between the Company and Mellon Investor Services LLC as
Rights Agent.