SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM 8-A
(AMENDMENT NO. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF
SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
Allen Telecom Inc.
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware 38-0290950
---------------------------------------- --------------------------------
(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
25101 Chagrin Boulevard, Beachwood, Ohio 44122
---------------------------------------- --------------------------------
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of securities
securities pursuant to pursuant to Section 12(g) of the
Section 12(b) of the Exchange Act and is effective
Exchange Act and is effective Pursuant to General Instruction
pursuant to General Instruction A.(d), please check the following
A.(c), please check the following box. [ ]
box. [X]
[NOTE: ONE BOX MUST BE CHECKED.]
Securities Act registration statement file number to which this form
relates:
---------------
(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
------------------- ------------------------------
Rights to Purchase Preferred Stock Pacific Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
--------------------------------------------------------------------------------
(Title of class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
On February 17, 2003, the Board of Directors of Allen Telecom Inc. (the
"Company") approved Amendment No. 1, dated as of February 17, 2003 (the
"Amendment"), to the Rights Agreement, dated as of January 20, 1998 (the "Rights
Agreement"), between the Company and The Fifth Third Bank, as rights agent (the
"Rights Agent"). The Amendment made the provisions of the Rights Agreement
inapplicable to the transactions contemplated by the Agreement and Plan of
Merger, dated as of February 17, 2003, among the Company, Andrew Corporation, a
Delaware corporation, and Adirondacks, Inc., a Delaware corporation.
The foregoing description of the Amendment is qualified in its entirety by
reference to the full text of the Amendment, a copy of which has been filed and
is incorporated herein by reference. Copies of the Rights Agreement, and the
related Summary of Rights, which is attached as Exhibit C to the Rights
Agreement, are available free of charge from the Company.
ITEM 2. EXHIBITS
Number Description
------ -----------
4.1 Amendment No. 1, dated as of February 17, 2003, to the Rights
Agreement, dated as of January 20, 1998, between the Company and
The Fifth Third Bank, as rights agent (previously filed as
Exhibit 4.1 to the Company's Amendment No. 1 to Registration
Statement on Form 8-A filed February 18, 2003, and incorporated
herein by reference)
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.
ALLEN TELECOM INC.
By: /s/ Laura C. Meagher
-----------------------------
Name: Laura C. Meagher
Title: Secretary
Date: February 18, 2003
EXHIBIT INDEX
Number Description
------ -----------
4.1 Amendment No. 1, dated as of February 17, 2003, to the Rights
Agreement, dated as of January 20, 1998, between the Company and
The Fifth Third Bank, as rights agent (previously filed as
Exhibit 4.1 to the Company's Amendment No. 1 to Registration
Statement on Form 8-A filed February 18, 2003, and incorporated
herein by reference)