SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Praxair, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 06-124-9050
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(State of Incorporation or Organization) (IRS Employer
Identification No.)
39 Old Ridgebury Road
Danbury, CT 06810-5113
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the of registration of a If this form relates to the registration of a
class of securities pursuant to class of securities pursuant to
Section 12(b) of the Exchange Act and is Section 12(g) of the Exchange Act and is
effective pursuant to General Instruction effective pursuant to General Instruction
A.(c), please check the following box. |X| A.(d), please check the following box. |_|
Securities Act registration statement file number to which this form
relates: N/A
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(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
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Rights New York Stock Exchange, Inc.
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On April 23, 2002, the Board of Directors of Praxair, Inc., a
Delaware corporation (the "Company"), declared a dividend payable on July 1,
2002 of one right (a "Right") for each outstanding share of common stock, par
value $.01 per share (the "Common Stock"), of the Company held of record at the
close of business on June 28, 2002, or issued thereafter and prior to the
Separation Time (as defined below) and thereafter pursuant to options and
convertible securities outstanding at the Separation Time. The Rights will be
issued pursuant to a Stockholder Protection Rights Agreement, dated as of June
30, 2002 (the "Rights Agreement"), between the Company and Registrar and
Transfer Company, as Rights Agent.
The Rights Agreement (which includes as Exhibit A the forms of
Rights Certificate and Election to Exercise and as Exhibit B the form of
Certificate of Designation and Terms of Participating Preferred Stock) is
attached hereto as an exhibit and is hereby incorporated herein by reference.
Each Right entitles its registered holder to purchase from the
Company, after the Separation Time, one one-hundredth of a share of
Participating Preferred Stock, no par value ("Participating Preferred Stock"),
for $300 (the "Exercise Price"), subject to adjustment.
The Rights will be evidenced by the Company's Common Stock
certificates until the close of business on the earlier of (either, the
"Separation Time") (i) the tenth business day (or such later date as the Board
of Directors of the Company may from time to time fix by resolution adopted
prior to the Separation Time that would otherwise have occurred) after the date
on which any Person (as defined in the Rights Agreement) commences a tender or
exchange offer which, if consummated, would result in such Person's becoming an
Acquiring Person, as defined below, and (ii) the tenth business day after the
first date, or such earlier or later date as the Board of Directors of the
Company may from time to time fix (the "Flip-in Date"), of (a) public
announcement by the Company that any Person has become an Acquiring Person or
(b) the date and time on which any Acquiring Person becomes the Beneficial Owner
(as defined in the Rights Agreement) of more than 25% of the outstanding shares
of Common Stock (the earlier to occur of (a) and (b) being the "Stock
Acquisition Date"); PROVIDED that if the foregoing results in the Separation
Time being prior to the Record Time (as defined in the Rights Agreement), the
Separation Time shall be the Record Time; and PROVIDED, FURTHER, that if any
tender or exchange offer referred to in clause (i) is cancelled, terminated or
otherwise withdrawn prior to the Separation Time without the purchase of any
shares of Common Stock pursuant thereto, such offer shall be deemed never to
have been made.
An Acquiring Person is any Person who is or becomes the Beneficial
Owner of 15% or more of the outstanding shares of Common Stock, which term does
not include (i) the Company, any majority-owned subsidiary of the Company or any
employee stock ownership or other employee benefit plan of the Company or of
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majority-owned or -controlled subsidiaries of the Company, (ii) any person who
is the Beneficial Owner of 15% or more of the outstanding Common Stock as of the
date of the Rights Agreement or who shall become the Beneficial Owner of 15% or
more of the outstanding shares of Common Stock solely as a result of an
acquisition by the Company of shares of Common Stock, until such time as such
person shall become the Beneficial Owner (other than by means of a stock
dividend or stock split) of any additional shares of Common Stock, while such
Person is or as a result of which such Person becomes the Beneficial Owner of
15% or more of the outstanding shares of Common Stock, (iii) any Person who
becomes the Beneficial Owner of 15% or more of the outstanding shares of Common
Stock without any plan or intent to seek or affect control of the Company, if
such Person promptly divests, or promptly enters into an agreement with, and
satisfactory to, the Company, in its sole discretion, to divest sufficient
securities such that such Person ceases to be the Beneficial Owner or (iv) any
Person who Beneficially Owns shares of Common Stock consisting solely of one or
more of (A) shares acquired pursuant to the grant or exercise of an option
granted by the Company in connection with an agreement to merge with, or
acquire, the Company entered into prior to a Flip-in Date, (B) shares of Common
Stock (or securities convertible into, exchangeable into or exercisable for
Common Stock) owned by such Person or its Affiliates or Associates (each as
defined in the Rights Agreement) at the time of such grant and (C) shares of
Common Stock (or securities convertible into, exchangeable into or exercisable
for Common Stock) acquired by Affiliates and Associates of such Person after the
time of such grant which, in the aggregate, amount to less than 1% of the
outstanding shares of Common Stock.
The Rights Agreement provides that, until the Separation Time, the
Rights will be transferred with and only with the Common Stock. Common Stock
certificates issued on or after the Record Time but prior to the Separation Time
shall evidence one Right for each share of Common Stock represented thereby and
shall contain a legend incorporating by reference the terms of the Rights
Agreement (as such may be amended from time to time). Notwithstanding the
absence of the aforementioned legend, certificates evidencing shares of Common
Stock outstanding at the Record Time shall also evidence one Right for each
share of Common Stock evidenced thereby. Promptly following the Separation Time,
separate certificates evidencing the Rights ("Rights Certificates") will be
delivered to holders of record of Common Stock at the Separation Time.
The Rights will not be exercisable until any business day on or
after the Separation Time. The Rights will expire on the earliest of (i) the
Exchange Time (as defined below), (ii) the Redemption Time (as defined in the
Rights Agreement), (iii) the close of business on June 30, 2012 and (iv)
immediately prior to the effective time of a consolidation, merger or statutory
share exchange that does not constitute a Flip-over Transaction or Event (as
defined below) (in any such case, the "Expiration Time").
The Exercise Price and the number of Rights outstanding, or in
certain circumstances the securities purchasable upon exercise of the Rights,
are subject to
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adjustment from time to time to prevent dilution in the event of a Common Stock
dividend on, or a subdivision or a combination into a smaller number of shares
of, Common Stock, or the issuance or distribution of any securities or assets in
respect of, in lieu of or in exchange for Common Stock.
In the event that prior to the Expiration Time a Flip-in Date
occurs, each Right (other than Rights Beneficially Owned by the Acquiring Person
or any Affiliate or Associate thereof or by any transferee thereof, which Rights
shall become void) shall constitute the right to purchase from the Company, upon
the exercise thereof in accordance with the terms of the Rights Agreement, that
number of shares of Common Stock of the Company having an aggregate Market Price
(as defined in the Rights Agreement) on the Acquisition Date that gave rise to
the Flip-in Date equal to twice the Exercise Price, for an amount in cash equal
to the then current Exercise Price. In addition, the Board of Directors of the
Company may, at its option, at any time after a Flip-in Date and prior to the
time that an Acquiring Person becomes the Beneficial Owner of more than 50% of
the outstanding shares of Common Stock, elect to exchange all (but not less than
all) the then outstanding Rights (other than Rights Beneficially Owned by the
Acquiring Person or any Affiliate or Associate thereof or any transferee
thereof, which Rights shall become void) for shares of Common Stock at an
exchange ratio of one share of Common Stock per Right, appropriately adjusted to
reflect any stock split, stock dividend or similar transaction occurring after
the date of the Separation Time (the "Exchange Ratio"). Immediately upon such
action by the Board of Directors (the "Exchange Time"), the right to exercise
the Rights will terminate and each Right will thereafter represent only the
right to receive a number of shares of Common Stock equal to the Exchange Ratio.
Whenever the Company shall become obligated, as described in the
preceding paragraph, to issue shares of Common Stock upon exercise of or in
exchange for Rights, the Company, at its option, may substitute therefor shares
of Preferred Stock, at a ratio of one one-hundredth of a share of Preferred
Stock for each share of Common Stock otherwise issuable.
In the event that prior to the Expiration Time the Company enters
into, consummates or permits to occur a transaction or series of transactions on
or after a Flip-in Date in which, directly or indirectly, (i) the Company shall
consolidate or merge or participate in a statutory share exchange with any other
Person if, at the time of consummation of the consolidation, merger or share
exchange, the Acquiring Person is the Beneficial Owner of 90% or more of the
outstanding shares of Common Stock or controls the Board of Directors of the
Company and either (A) any term of or arrangement concerning the treatment of
shares of capital stock in such consolidation, merger or statutory share
exchange relating to the Acquiring Person is not identical to the terms and
arrangements relating to other holders of Common Stock or (B) the Person with
whom such transaction or series of transactions occurs is the Acquiring Person
or an Affiliate or Associate thereof or (ii) the Company shall sell or otherwise
transfer (or one or more of its majority-owned or -controlled subsidiaries shall
sell or otherwise transfer)
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assets (A) aggregating more than 50% of the assets (measured by either book
value or fair market value) or (B) generating more than 50% of the operating
income or cash flow of the Company and its majority-owned or -controlled
subsidiaries (taken as a whole) to any other Person (other than the Company or
one or more of its wholly owned subsidiaries) or to two or more such Persons
which are Affiliates or Associates otherwise acting in concert, if, at the time
the Company (or any such subsidiary) enters into an agreement with respect to
such sale or transfer, the Acquiring Person or any of its Affiliates or
Associates controls the Board of Directors of the Company (a "Flip-over
Transaction or Event"), the Company shall take such action as shall be necessary
to ensure, and shall not enter into, consummate or permit to occur such
Flip-over Transaction or Event until it shall have entered into a supplemental
agreement with the Person engaging in such Flip-over Transaction or Event or the
parent corporation thereof (the "Flip-over Entity"), for the benefit of the
holders of the Rights, providing that upon consummation or occurrence of the
Flip-over Transaction or Event (i) each Right shall thereafter constitute the
right to purchase from the Flip-over Entity, upon exercise thereof in accordance
with the terms of the Rights Agreement, that number of shares of common stock of
the Flip-over Entity having an aggregate Market Price on the date of
consummation or occurrence of such Flip-over Transaction or Event equal to twice
the Exercise Price, for an amount in cash equal to the then current Exercise
Price, and (ii) the Flip-over Entity shall thereafter be liable for, and shall
assume, by virtue of such Flip-over Transaction or Event and such supplemental
agreement, all the obligations and duties of the Company pursuant to the Rights
Agreement. For purposes of the foregoing description, the term "Acquiring
Person" shall include any Acquiring Person and its Affiliates and Associates
counted together as a single Person.
The Board of Directors of the Company may, at its option, at any
time prior to the close of business on the Flip-in Date, redeem all (but not
less than all) the then outstanding Rights at a price of $.001 per Right (the
"Redemption Price"), as provided in the Rights Agreement. Immediately upon the
action of the Board of Directors of the Company electing to redeem the Rights,
without any further action and without any notice, the right to exercise the
Rights will terminate and each Right, whether or not previously exercised, will
thereafter represent only the right to receive the Redemption Price in cash or
securities, as determined by the Board of Directors.
The holders of Rights will, solely by reason of their ownership of
Rights, have no rights as stockholders of the Company, including, without
limitation, the right to vote or to receive dividends.
The Rights will not prevent a takeover of the Company. However, the
Rights may cause substantial dilution to a person or group that acquires 15% or
more of the Common Stock unless the Rights are first redeemed by the Board of
Directors of the Company. Nevertheless, the Rights should not interfere with a
transaction that is in the best interests of the Company and its stockholders
because the Rights can be redeemed on or prior to the close of business on the
Flip-in Date, before the consummation of such transaction.
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As of June 25, 2002 there were 173,049,440 shares of Common Stock
issued (of which 161,387,790 shares were outstanding and 11,661,650 shares
were held in treasury) and 28,193,929 shares reserved for issuance pursuant
to employee benefit plans. As long as the Rights are attached to the Common
Stock, the Company will issue one Right with each new share of Common Stock
so that all such shares will have Rights attached.
The Rights Agreement (which includes as Exhibit A the forms of
Rights Certificate and Election to Exercise and as Exhibit B the form of
Certificate of Designation and Terms of the Participating Preferred Stock) is
attached hereto as an exhibit and is incorporated herein by reference. The
foregoing description of the Rights is qualified in its entirety by reference to
the Rights Agreement and such exhibits thereto.
Item 2. EXHIBITS.
Exhibit no. Description
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(1) Rights Agreement.
(2) Forms of Rights Certificate and of Election to Exercise,
included as Exhibit A to the Rights Agreement.
(3) Form of Certificate of Designation and Terms of
Participating Preferred Stock, included as Exhibit B to
the Rights Agreement.
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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.
Praxair, Inc.
By /s/ David H. Chaifetz
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Name: David H. Chaifetz
Title: Vice President, General
Counsel & Secretary
Date: June 27, 2002
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EXHIBIT INDEX
Exhibit no. Description
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(1) Stockholder Protection Rights Agreement, dated as of
June 30, 2002 (the "Rights Agreement"), between Praxair,
Inc. and Registrar and Transfer Company, as Rights Agent.
(2) Forms of Rights Certificate and Election to Exercise,
included as Exhibit A to the Rights Agreement.
(3) Form of Certificate of Designation and Terms of Participating
Preferred Stock of the Company, included as Exhibit B to the
Rights Agreement.