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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
AMENDMENT TO REGISTRATION STATEMENT
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
DESIGNS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-15898 04-2623104
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
66 B Street, Needham, Massachusetts 02494
(Address of Principal Executive Offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class On Which Each Class is
To Be So Registered To Be Registered
------------------- -----------------------
None 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 (if applicable):
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
-------------------------------
(Title of Class)
AMENDMENT NO. 2
INFORMATION REQUIRED IN REGISTRATION STATEMENT
The undersigned registrant hereby amends its Registration Statement on
Form 8-A dated as of May 1, 1995 and amended by Form 8-A/A dated as of
October 9, 1997, as follows:
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On May 19, 1999, Designs, Inc. (the "Company") amended (the "Second
Amendment") the Company's Shareholder Rights Agreement dated as of May 1,
1995, and amended by a First Amendment dated as of October 6, 1997 (the
"Rights Agreement"). Hereinafter, "Rights Agreement" shall include both
the Second Amendment and the Rights Agreement.
The Second Amendment amends the definition of "Acquiring Person" in
connection with the proposal by Jewelcor Management, Inc. ("Jewelcor") to
explore the purchase of all of the issued and outstanding capital stock of
the Company. The definition of "Acquiring Person" permits Stanley I .
Berger and Jewelcor through its officers to act in concert to take actions
through July 1, 1999 reasonably necessary or appropriate to seek consent
from Levi Strauss & Co. to the assignment, sublicense or transfer of the
Company's rights and obligations under the Amended and Restated Trademark
License Agreement made as of October 31, 1998, by and between the Company
and Levi Strauss & Co., to Jewelcor or its affiliates. Mr. Berger and
Jewelcor or its officers, individually or collectively, will not be deemed
to be an "Acquiring Person" as the result of such actions.
In addition, the Second Amendment modifies the Company's ability to
appoint a "Co-Rights Agent" by requiring that the Company give ten days
prior written notice to the "Rights Agent" prior to appointing a "Co-Rights
Agent."
The foregoing description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights
Agreement and the Second Amendment.
A description of the Preferred Stock Purchase Rights is incorporated
herein by reference to the Company's Amendment to Registration Statement on
Form 8-A/A filed with the Securities and Exchange Commission as of October
10, 1997.
ITEM 2. EXHIBITS.
Exhibit 4.1 Second Amendment dated as of May 19, 1999 to Shareholder
Rights Agreement dated as of May 1, 1995, amended as of
October 6, 1997, by and between Designs, Inc. and
BankBoston, N.A. (formerly known as The First National Bank
of Boston, N.A.) as Rights Agent.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and
Exchange Act of 1934, the registrant has duly caused this amendment to be
signed on its behalf by the undersigned, thereto duly authorized.
Date: May 25, 1999 DESIGNS, INC.
By: /s/ Carolyn R. Faulkner
-------------------------
Name: Carolyn R. Faulkner
Title: President, Chief Financial
Officer and Treasurer
SECOND AMENDMENT TO SHAREHOLDER RIGHTS AGREEMENT
This Second Amendment to the Shareholder Rights Agreement (this
"Amendment") entered into as of this 19th day of May, 1999, by and between
Designs, Inc., a Delaware corporation (the "Company"), and BankBoston, N.A.
(formerly known as The First National Bank of Boston, N.A.), a national
banking association, as Rights Agent (the "Rights Agent").
WHEREAS, the Company entered into a Shareholder Rights Agreement
with the Rights Agent, dated as of May 1, 1995 and amended by a First
Amendment to Shareholder Rights Agreement (the "First Amendment") dated as
of October 6, 1997 (as so amended, the "Rights Agreement"); and
WHEREAS, the parties desire to further amend the Rights Agreement
in accordance with Section 27 of the Rights Agreement in the manner
described herein;
NOW THEREFORE, in consideration of the foregoing and for other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company and the Rights Agent hereby agree as
follows:
1. Section 1(a) of the Rights Agreement is hereby amended by inserting
after the first paragraph of subsection (a) the following sentence:
Notwithstanding the foregoing, in connection with a proposed
acquisition of the Company, as contemplated by the letter dated
April 28, 1999, from Jewelcor Management, Inc. ("Jewelcor") to
the Company, Stanley I. Berger and Jewelcor through its officers
may act in concert to take actions through July 1, 1999
reasonably necessary or appropriate to seek consent from Levi
Strauss & Co. to the assignment, sublicense or transfer of the
Company's rights and obligations under the Amended and Restated
Trademark License Agreement made as of October 31, 1998, by and
between Levi Strauss & Co. and the Company, to Jewelcor or its
affiliates, and neither Stanley I. Berger nor Jewelcor nor its
officers, individually or collectively, will be deemed to be an
Acquiring Person as a result of such actions.
2. Section 2 of the Rights Agreement is hereby amended by inserting the
following language after the word "desirable" in the third sentence:
, upon ten (10) days' prior written notice to the Rights Agent.
The Rights Agent shall have no duty to supervise and shall in no
event be liable for the acts or omissions of any such co-Rights
Agent.
3. Section 26 of the Rights Agreement is hereby amended by replacing the
address of Rights Agent with the following address:
BankBoston, N.A.
c/o Equiserve Limited Partnership
150 Royall Street
Canton, Massachusetts 02021
Attention: Client Administration
4. The term "Agreement" as used in the Rights Agreement shall be deemed
to refer to the Rights Agreement as amended hereby, and all other
references to the Rights Agreement shall be deemed to include this
Amendment.
5. This Amendment shall be effective as of the date first written above,
and except as set forth herein, the Rights Agreement shall remain in
full force and effect and otherwise shall be unaffected hereby.
6. This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed and attested under seal as of the date first written
above.
Attest: DESIGNS, INC.
/s/ Scott N. Semel /s/ Joel H. Reichman
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Name: Scott N. Semel Name: Joel H. Reichman
Title: General Counsel Title: President and Chief Executive
Officer
Attest: BANKBOSTON, N.A.
/s/ Patricia DeLuca /s/ Tyler Haynes
------------------------- ------------------------------------
Name: Patricia DeLuca Name: Tyler Haynes
Title: Senior Account Title: Managing Director
Administrator