SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM 8-A/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
ADVO, INC.
(Exact name of registrant as specified in its charter)
Delaware 06-0885252
(State of incorporation or (IRS employer identification
organization) no.)
One Univac Lane, Windsor, Connecticut 06095-2668
(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
Stock Purchase Rights New York Stock Exchange, Inc.
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Item 1. Description of Amendment.
The Board of Directors of ADVO, Inc. (the "Company") has approved an
amendment which extends the expiration date of its Stockholder Protection Rights
Plan to February 11, 2013, and updates the plan to reflect current market prices
and benchmarks. The Company's Stockholder Protection Rights Plan has been in
place for ten years, with an expiration date of February 11, 2003. In addition
to extending the Rights Plan for another ten years, the amendment updates the
exercise price to $165, and adjusts the share ownership required to trigger the
Rights to 15%. These adjustments bring the Rights Plan in line with more recent
benchmarks. No other material changes were made to the Rights Plan. The
amendment is not in response to any known takeover efforts, but is intended to
deter abusive takeover tactics to protect shareholder rights and maximize
shareholder value.
Item 2. Exhibits.
Exhibit No. Description
----------- -----------
1 Amended and Restated Stockholder Protection Rights Agreement,
dated as of February 10, 2003, between the Company and Mellon
Investor Services LLC, as Rights Agent, including 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 Series B Junior Participating Preferred Stock
(incorporated by reference to Exhibit 4(a) to the Company's
Current Report on Form 8-K filed November 27, 2002).
-2-
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this Form 8-A/A amendment to
registration statement to be signed on its behalf by the undersigned, thereto
duly authorized.
ADVO, INC.
By /s/ DAVID M. STIGLER
------------------------------
David M. Stigler
Senior Vice President,
Chief Legal and Public Affairs
Officer, General Counsel and
Corporate Secretary
Date: November 26, 2002
-3-
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
1 Amended and Restated Stockholder Protection Rights
Agreement, dated as of February 10, 2003, between the
Company and Mellon Investor Services LLC, as Rights Agent,
including 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 Series B Junior
Participating Preferred Stock (incorporated by reference to
Exhibit 4(a) to the Company's Current Report on Form 8-K
filed November 27, 2002).
--
-4-