UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
AMENDMENT NO. 2
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NAUTICA ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-2431048
(State of incorporation) (I.R.S. Employer Identification Number)
40 West 57th Street, New York, New York 10019
(Address of principal executive offices) (Zip Code)
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
None
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box: [ ]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box: [X]
Securities Act registration statement file number to which this form relates:
N/A
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Item 1 of the Form 8-A filed by Nautica Enterprises, Inc. (the
"Company") on November 8, 2001, as amended by Amendment No. 1 filed June 26,
2003, is amended and supplemented by adding the following:
On July 7, 2003, the Company entered into an Agreement and Plan of
Merger (the "Merger Agreement") with VF Corporation, a Pennsylvania corporation
("Parent"), and Voyager Acquisition Corporation, a Delaware corporation and a
wholly-owed subsidiary of Parent ("Merger Subsidiary"), providing for, among
other things, the merger (the "Merger") of Merger Subsidiary with and into the
Company. Prior to the execution and delivery of the Merger Agreement, the
Company and Mellon Investor Services LLC (the "Rights Agent") entered into
Amendment No. 2 (the "Amendment") to the Rights Agreement, dated as of November
2, 2001, as amended as of June 26, 2003 (the "Rights Agreement") in order to
exempt the Merger and related transactions from the Rights Agreement and to
provide that the Rights will expire immediately prior to the consummation of the
Merger.
Among other things, the Amendment (i) amends the definition of
"Acquiring Person" set forth in the Rights Agreement to provide that (A) neither
Parent, Merger Subsidiary nor any of their respective Affiliates or Associates
(as defined in the Rights Agreement) shall be deemed to be an Acquiring Person
solely by virtue of (x) the execution and delivery of the Merger Agreement, (y)
the acquisition of Common Shares pursuant to the Merger Agreement or (z) the
consummation of the other transactions contemplated in the Merger Agreement and
(B) neither Parent, Merger Subsidiary, Harvey Sanders, the Harvey Sanders
Grantor Retained Income Trust, David Chu nor any of their respective Affiliates
or Associates shall be deemed to be an Acquiring Person solely by virtue of (x)
the execution and delivery of a certain voting agreement being entered into by
them or (y) any actions taken or effected pursuant such voting agreement and
(ii) amends the definition of "Final Expiration Date" set forth in the Rights
Agreement to mean the earlier to occur of (x) the close of business on November
12, 2011 or (y) the time immediately prior to the Effective Time (as defined in
the Merger Agreement).
A copy of the Amendment is attached hereto as Exhibit 3 and is
incorporated herein by reference. The foregoing description of the Amendment
does not purport to be complete and is qualified in its entirety by reference to
the Amendment.
ITEM 2. EXHIBITS.
1. Rights Agreement, dated as of November 2, 2001, between Nautica
Enterprises, Inc. and Mellon Investor Services LLC, as Rights Agent, which
includes the Certificate of Designations of Series A Junior Participating
Preferred Stock as Exhibit A, form of Right Certificate as Exhibit B and the
Summary of Rights to Purchase Preferred Stock as Exhibit C. Pursuant to the
Rights Agreement, printed Right Certificates will not be mailed until as soon as
practicable after the Distribution Date (as defined in the Rights Agreement)
(incorporated by reference to Exhibit 1 to the Company's Registration Statement
on Form 8-A, filed November 8, 2001).
2. Amendment No. 1 to Rights Agreement, dated as of June 26, 2003,
between Nautica Enterprises, Inc. and Mellon Investor Services LLC, as Rights
Agent (incorporated by reference to Exhibit 2 to the Company's Current Report on
Form 8-K, filed June 26, 2003).
3. Amendment No. 2 to Rights Agreement, dated as of July 6, 2003,
between Nautica Enterprises, Inc. and Mellon Investor Services LLC, as Rights
Agent (incorporated by reference to Exhibit 3 to the Company's Current Report on
Form 8-K, filed July 7, 2003).
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized.
Dated as of: July 7, 2003
NAUTICA ENTERPRISES, INC.
By: /S/ WAYNE A. MARINO
-------------------------------------
Name: Wayne A. Marino
Title: Senior Vice President &
Chief Financial Officer
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
1 Rights Agreement, dated as of November 2, 2001, between
Nautica Enterprises, Inc. and Mellon Investor Services LLC, as
Rights Agent, which includes the Certificate of Designations
of Series A Junior Participating Preferred Stock as Exhibit A,
form of Right Certificate as Exhibit B and the Summary of
Rights to Purchase Preferred Stock as Exhibit C. Pursuant to
the Rights Agreement, printed Right Certificates will not be
mailed until as soon as practicable after the Distribution
Date (as defined in the Rights Agreement) (incorporated by
reference to Exhibit 1 to the Company's Registration Statement
on Form 8-A, filed November 8, 2001).
2 Amendment No. 1 to Rights Agreement, dated as of June 26,
2003, between Nautica Enterprises, Inc. and Mellon Investor
Services, LLC, as Rights Agent (incorporated by reference to
Exhibit 2 to the Company's Current Report on Form 8-K, filed
June 26, 2003).
3 Amendment No. 2 to Rights Agreement, dated as of July 6, 2003,
between Nautica Enterprises, Inc. and Mellon Investor Services
LLC, as Rights Agent (incorporated by reference to Exhibit 3
to the Company's Current Report on Form 8-K, filed July 7,
2003).