-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B+Tyaek3Ur5xWuFjCNmLVeNzmO6DcTmIGrqQLM8ytKor2M8CnyC/OrXJ3TxwGFp4 FRjPlmZPhQGveFr+ji1IfA== 0000897101-02-000766.txt : 20021112 0000897101-02-000766.hdr.sgml : 20021111 20021112080639 ACCESSION NUMBER: 0000897101-02-000766 CONFORMED SUBMISSION TYPE: 8-A12G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20021112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CYBEROPTICS CORP CENTRAL INDEX KEY: 0000768411 STANDARD INDUSTRIAL CLASSIFICATION: OPTICAL INSTRUMENTS & LENSES [3827] IRS NUMBER: 411472057 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12G/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-16577 FILM NUMBER: 02815055 BUSINESS ADDRESS: STREET 1: 5900 GOLDEN HILLS DR CITY: MINNEAPOLIS STATE: MN ZIP: 55416 BUSINESS PHONE: 6125425000 8-A12G/A 1 cyberoptics025391_8a-a.txt CYBEROPTICS CORPORATION FORM 8-A AMEND. NO. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A/A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 1 CYBEROPTICS CORPORATION ----------------------- (Exact Name of Registrant as Specified in Its Charter) Minnesota 41-1472057 --------- ---------- (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 5900 Golden Hills Drive, Minneapolis, MN 55416 ---------------------------------------------- (Address of Principal Executive Offices, Including Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: Not Applicable 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: ______________ (if applicable). Securities to be registered pursuant to Section 12(g) of the Act: Preferred Share Purchase Rights ------------------------------- (Title of Class) Page 1 of 4 ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. Item 1 of the Form 8-A dated December 8, 1998 (the "Form 8-A"), filed by CyberOptics Corporation, a Minnesota corporation (the "Company"), is hereby amended by the following: Effective as of October 21, 2002, the Company amended the Rights Agreement with Wells Fargo Bank Minnesota, National Association, as Rights Agent and successor in interest to Norwest Bank Minnesota, National Association, dated December 7, 1998 (the "Rights Agreement"). Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Rights Agreement. The amendment to the Rights Agreement increases the Threshold Percentage from 15% to 20%. A copy of the Rights Agreement is incorporated herein by reference. The foregoing description of the Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement. ITEM 2. EXHIBITS. Item 2 is hereby amended by adding the following exhibit attached hereto: 2 First Amendment to the Rights Agreement, dated October 21, 2002, between the Company and Wells Fargo Bank Minnesota, National Association, as successor in interest to Norwest Bank Minnesota, National Association. Page 2 of 4 SIGNATURES 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. CYBEROPTICS CORPORATION By: /s/ Steven M. Quist ------------------------------------ Steven M. Quist Chief Executive Officer Dated: November 4, 2002 Page 3 of 4 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 1 Rights Agreement, dated December 7, 1998, between the Company and Norwest Bank Minnesota, National Association, as Rights Agent, which includes as Exhibit B thereto the form of Right Certificate (incorporated by reference to the Company's Registration Statement on Form 8-A, dated December 7, 1998). 2 First Amendment to the Rights Agreement, dated October 21, 2002, between the Company and Wells Fargo Bank Minnesota, National Association, as successor in interest to Norwest Bank Minnesota, National Association. Page 4 of 4 EX-2 3 cyberoptics025391_ex-2.txt RIGHTS AGREEMENT, FIRST AMENDMENT EXHIBIT 2 FIRST AMENDMENT FIRST AMENDMENT, dated as of October 21, 2002 (the "Amendment"), to the Rights Agreement, dated as of December 7, 1998 (the "Rights Agreement"), by and between CYBEROPTICS CORPORATION, a Delaware corporation (the "Company") and NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, such Amendment executed by and between the Company and WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as successor in interest to Norwest Bank Minnesota, National Association (the "Rights Agent"). WHEREAS, the Board of Directors has deemed it to be in the best interests of the Company to increase the Threshold Percentage from 15% to 20% and has approved this Amendment; and WHEREAS, pursuant to the terms of the Rights Agreement, the Company has delivered an officer's certificate to the Rights Agent which states that the proposed amendment has been approved by a majority of the Board of Directors of the Company and is in compliance with the terms of the section of the Rights Agreement regarding supplements and amendments. NOW, THEREFORE, in consideration of the premises and mutual agreements hereinafter set forth, the Company and the Rights Agent agree to amend the Rights Agreement as follows: The definition of "Threshold Percentage" in Section 1 is hereby amended to read in its entirety: "Threshold Percentage" shall mean 20%. [Remainder of page intentionally left blank.] IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written. WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION By: /s/ John Baker ------------------------------------------ John Baker Assistant Vice President CYBEROPTICS CORPORATION By: /s/ Steven M. Quist ------------------------------------------ Steven M. Quist, Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----