- Amended Securities Registration (section 12(g)) (8-A12G/A)
19 Settembre 2012 - 2:36PM
Edgar (US Regulatory)
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 (g) OF THE
SECURITIES EXCHANGE ACT OF
1934
RAMTRON INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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84-0962308
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(State of incorporation
or organization)
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(I.R.S. Employer
Identification No.)
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1850 Ramtron Drive,
Colorado Springs, Colorado
(Address of principal executive offices)
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80921
(Zip Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class
to be so registered
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Name of each exchange on which
each class is to be registered
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None
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None
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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: Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act: Preferred Share Purchase Rights
Item 1. Description of Registrants Securities to Be Registered.
Effective as of September 18, 2012, the Rights Agreement, dated as of April 19, 2001 (the Rights Agreement), as amended
by Amendment No. 1 to the Rights Agreement, dated as of March 2, 2011, by and between Ramtron International Corporation (the Company), and Computershare Trust Company, N.A., as Rights Agent was amended pursuant to Amendment
No. 2 to the Rights Agreement (the Amendment). The Amendment made the provisions of the Rights Agreement inapplicable to the transactions contemplated by that certain Agreement and Plan of Merger (Merger Agreement) dated
as of September 18, 2012, by and between Cypress Semiconductor Corporation, a Delaware corporation (Cypress), Rain Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Cypress, and the Company.
The foregoing description is qualified in its entirety by reference to the Rights Agreement and the Amendment, which are filed as
Exhibits 4.1 and 4.2, and incorporated herein by reference.
Item 2. Exhibits.
The following exhibits are incorporated herein by reference:
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Exhibit
No.
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Exhibit
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4.1
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Rights Agreement dated as of April 19. 2001 between Ramtron International Corporation and Citibank, N.A. (incorporated by reference to Exhibit 4.2 to the Companys Form 8-A
filed with the Securities and Exchange Commission on May 8, 2001)
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4.2
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Amendment No. 2 to the Rights Agreement dated as of September 18, 2012 between Ramtron International Corporation and Computershare Trust Company (incorporated by reference to
Exhibit 4.1 to the Companys Current Report on Form 8-K filed with the Securities and Exchange Commission on September 19, 2012)
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SIGNATURE
Pursuant to the requirements 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.
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Date: September 19, 2012
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Ramtron International Corporation
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By:
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/s/ Gery E. Richards
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Name: Gery E. Richards
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Title: Chief Financial Officer
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3
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