SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NEXTLEVEL SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 36-4134221
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(State of incorporation or (I.R.S. Employer
organization) Identification No.)
8770 West Bryn Mawr Avenue
Suite 1300
Chicago, Illinois 60631
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(Address of principal executive (Zip Code)
offices)
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
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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)
Item 1. Description of Securities to be Registered.
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On June 10, 1997, the Board of Directors of NextLevel
Systems, Inc., a Delaware corporation (the "Company"), declared a
dividend of one preferred share purchase right (a "Right") for
each outstanding share of Common Stock, par value $.01 per share
(the "Common Shares"), of the Company. The dividend is payable
to the stockholders of record as of 5:00 P.M., New York, New York
time, on the first business day (the "Record Date") after the
date to be set by the Board of Directors of General Instrument
Corporation ("GI"), for the distribution of Common Shares to the
holders of shares of Common Stock, par value $.01 per share of
GI, as contemplated by the Distribution Agreement, dated as of
June 12, 1997 and as amended from time to time, among the
Company, CommScope, Inc. and GI and with respect to Common Shares
issued thereafter until the Distribution Date (as hereinafter
defined) and, in certain circumstances, with respect to Common
Shares issued after the Distribution Date. Except as set forth
below, each Right, when it becomes exercisable, entitles the
registered holder to purchase from the Company one one-thousandth
of a share of Series A Junior Participating Preferred Stock, par
value $.01 per share (the "Preferred Shares"), at a purchase
price of $85.00 per one one-thousandth of a Preferred Share (the
"Purchase Price"), subject to adjustment. The description and
terms of the Rights are set forth in a Rights Agreement, dated as
of June 12, 1997 (the "Rights Agreement"), between the Company
and ChaseMellon Shareholder Services, L.L.C. (the "Rights
Agent").
The Rights are attached to all certificates
representing outstanding Common Shares, and no separate Right
Certificates (as hereinafter defined) have been distributed. The
Rights will separate from the Common Shares on the earliest to
occur of (i) the first date of public announcement that a person
or "group" (other than FLC Entities (as hereinafter defined) to
the extent FLC Entities, individually or as a group, beneficially
own no more than 20% of the then outstanding Common Shares) has
acquired beneficial ownership of 15% or more of the outstanding
Common Shares (except pursuant to a Permitted Offer, as
hereinafter defined); or (ii) ten (10) business days (or such
later date as the Board of Directors of the Company may
determine) following the commencement of, or announcement of an
intention to commence, a tender offer or exchange offer the
consummation of which would result in a person or group becoming
an Acquiring Person (as hereinafter defined) (the earliest of
such dates being called the "Distribution Date"). A person or
group whose acquisition of Common Shares causes a Distribution
Date pursuant to clause (i) above is an "Acquiring Person". The
first date of public announcement that a person or group has
become an Acquiring Person is the "Shares Acquisition Date".
"FLC Entities" means Instrument Partners, a New York limited
partnership, Forstmann Little & Co. Subordinated Debt and Equity
Management Buyout Partnership-IV, a New York limited partnership,
Theodore J. Forstmann, Nicholas C. Forstmann, Wm. Brian Little,
Winston W. Hutchins, Steven B. Klinsky, Sandra J. Horbach and
Thomas H. Lister and their Affiliates and Associates who or which
are considered as one Person and references to the FLC Entities
include any or all such persons.
The Rights Agreement provides that until the
Distribution Date the Rights will be transferred with and only
with the Common Shares. Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Share
certificates issued after the Record Date upon transfer or new
issuance of Common Shares have contained and will continue to
contain a notation incorporating the Rights Agreement by
reference. Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender for transfer of any
certificates for Common Shares outstanding as of the Record Date,
even without such notation or a copy of this Summary of Rights
being attached thereto, will also constitute the transfer of the
Rights associated with the Common Shares represented by such
certificate. As soon as practicable following the Distribution
Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Common
Shares as of the close of business on the Distribution Date (and
to each initial record holder of certain Common Shares issued
after the Distribution Date), and such separate Right
Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution
Date and will expire at 5:00 P.M., New York, New York time, on
June 12, 2007, unless earlier redeemed by the Company as
described below.
In the event that any person becomes an Acquiring
Person (except pursuant to a Permitted Offer as hereinafter
defined), each holder of a Right will have (subject to the terms
of the Rights Agreement) the right (the "Flip-In Right") to
receive upon exercise the number of Common Shares, or, in the
discretion of the Board of Directors of the Company, the number
of one one-thousandths of a Preferred Share (or, in certain
circumstances, other securities of the Company) having a value
(immediately prior to such triggering event) equal to two times
the Purchase Price. Notwithstanding the foregoing, following the
occurrence of the event described above, all Rights that are, or
(under certain circumstances specified in the Rights Agreement)
were, beneficially owned by any Acquiring Person or any affiliate
or associate thereof will be null and void. A "Permitted Offer"
is a tender or exchange offer for all outstanding Common Shares
which is at a price and on terms determined, prior to the
purchase of shares under such tender or exchange offer, by a
majority of Disinterested Directors (as hereinafter defined) to
be adequate (taking into account all factors that such
Disinterested Directors deem relevant) and otherwise in the best
interests of the Company and its stockholders (other than the
person or any affiliate or associate thereof on whose basis the
offer is being made) taking into account all factors that such
Disinterested Directors may deem relevant. "Disinterested
Directors" are directors of the Company who are not officers of
the Company and who are not Acquiring Persons or affiliates or
associates thereof, or representatives of any of them, or any
person who was directly or indirectly proposed or nominated as a
director of the Company by a Transaction Person (as hereinafter
defined).
In the event that, at any time following the Shares
Acquisition Date, (i) the Company is acquired in a merger or
other business combination transaction in which the holders of
all of the outstanding Common Shares immediately prior to the
consummation of the transaction are not the holders of all of the
surviving corporation's voting power, or (ii) more than 50% of
the Company's assets or earning power is sold or transferred, in
either case with or to an Acquiring Person or any affiliate or
associate thereof, or any other person in which such Acquiring
Person, affiliate or associate has an interest, or any person
acting on behalf of or in concert with such Acquiring Person,
affiliate or associate, or, if in such transaction all holders of
Common Shares are not treated alike, any other person, then each
holder of a Right (except Rights which previously have been
voided as set forth above) shall thereafter have the right (the
"Flip-Over Right") to receive, upon exercise, common shares of
the acquiring company having a value equal to two times the
Purchase Price. The holder of a Right will continue to have the
Flip-Over Right whether or not such holder exercises or
surrenders the Flip-In Right.
The Purchase Price payable, and the number of one-
thousandths of a Preferred Share or other securities issuable,
upon exercise of the Rights are subject to adjustment from time
to time to prevent dilution (i) in the event of a stock dividend
on, or a subdivision, combination or reclassification of, the
Preferred Shares, (ii) upon the grant to holders of the Preferred
Shares of certain rights or warrants to subscribe for or purchase
Preferred Shares at a price, or securities convertible into
Preferred Shares with a conversion price, less than the then
current market price of the Preferred Shares or (iii) upon the
distribution to holders of the Preferred Shares of evidences of
indebtedness or assets (excluding regular quarterly cash
dividends) or of subscription rights or warrants (other than
those referred to above).
The Purchase Price is also subject to adjustment in the
event of a stock split of the Common Shares, or a stock dividend
on the Common Shares payable in Common Shares, or subdivisions,
consolidations or combinations of the Common Shares occurring, in
any such case, prior to the Distribution Date.
With certain exceptions, no adjustment in the Purchase
Price will be required until cumulative adjustments require an
adjustment of at least 1% in such Purchase Price. No fractional
one-thousandths of a Preferred Share will be issued, and in lieu
thereof, an adjustment in cash will be made based on the market
price of the Preferred Shares on the last trading day prior to
the date of exercise.
Preferred Shares purchasable upon exercise of the
Rights will not be redeemable. Each Preferred Share will be
entitled to a minimum preferential quarterly dividend payment of
$10.00 per share but, if greater, will be entitled to an
aggregate dividend per share of 1,000 times the dividend declared
per Common Share. In the event of liquidation, the holders of
the Preferred Shares will be entitled to a minimum preferential
liquidation payment of $100.00, provided that they will be
entitled to an aggregate payment per share of at least 1,000
times the aggregate payment made per Common Share. Each
Preferred Share will have one thousand votes, voting together
with the Common Shares. These rights are protected by customary
antidilution provisions. In the event that the amount of accrued
and unpaid dividends on the Preferred Shares is equivalent to at
least six full quarterly dividends, the holders of the Preferred
Shares shall have the right, voting as a class, to elect two
directors in addition to the directors elected by the holders of
the Common Shares until all dividends in default on the Preferred
Shares have been paid in full and dividends for the current
dividend period declared and funds therefor set apart.
At any time prior to the earlier to occur of (i) a
person becoming an Acquiring Person or (ii) the expiration of the
Rights, the Company may redeem the Rights in whole, but not in
part, at a price of $.01 per Right (the "Redemption Price"),
which redemption shall be effective upon the action of the Board
of Directors of the Company. Additionally, the Company may
redeem the then outstanding Rights in whole, but not in part, at
the Redemption Price after the triggering of the Flip-In Right
and before the expiration of any period during which the Flip-In
Right may be exercised in connection with a merger or other
business combination transaction or series of transactions
involving the Company in which all holders of Common Shares are
treated alike but not involving a Transaction Person (as
hereinafter defined). Upon the effective date of the redemption
of the Rights, the right to exercise the Rights will terminate
and the only right of the holders of Rights will be to receive
the Redemption Price.
Until a Right is exercised, the holder thereof, as
such, will have no rights as a stockholder of the Company,
including, without limitation, the right to vote or to receive
dividends. While the distribution of the Rights will not be
taxable to stockholders of the Company, stockholders may,
depending upon the circumstances, recognize taxable income should
the Rights become exercisable or upon the occurrence of certain
events thereafter.
Attached hereto as Exhibit 1 and incorporated herein by
reference is a form of the Rights Agreement, dated as of June 12,
1997, between NextLevel Systems, Inc. and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent, specifying the terms of the
Rights, including the exhibits thereto, as follows: Exhibit A --
Certificate of Designation, Preferences and Rights of Series A
Junior Participating Preferred Stock of NextLevel Systems, Inc.;
Exhibit B -- Form of Right Certificate; and Exhibit C -- Summary
of Rights to Purchase Preferred Shares. The foregoing
description of the Rights is qualified by reference to the Rights
Agreement and the exhibits thereto.
Item 2. Exhibits.
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1. Rights Agreement, dated as of June 12,
1997 between NextLevel Systems, Inc. and
ChaseMellon Shareholder Services,
L.L.C., as Rights Agent, which includes,
as Exhibit A thereto, the Certificate of
Designation, Preferences and Rights of
Series A Junior Participating Preferred
Stock of NextLevel Systems, Inc., as
Exhibit B thereto, the Form of Right
Certificate and as Exhibit C thereto,
the Summary of Rights to Purchase
Preferred Shares.
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.
NEXTLEVEL SYSTEMS, INC.
By: /s/ Keith A. Zar
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Name: Keith A. Zar
Title: Vice President and
General Counsel
Dated: June 30, 1997
EXHIBIT INDEX
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Exhibit Description
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1. Rights Agreement, dated as of June 12, 1997
between NextLevel Systems, Inc. and
ChaseMellon Shareholder Services, L.L.C.,
as Rights Agent, which includes, as
Exhibit A thereto, the Certificate of
Designation, Preferences and Rights of
Series A Junior Participating Preferred
Stock of NextLevel Systems, Inc., as
Exhibit B thereto, the Form of Right
Certificate and as Exhibit C thereto, the
Summary of Rights to Purchase Preferred
Shares.