Unassociated Document
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
GENESIS
MICROCHIP INC.
(Exact
name of Registrant as specified in its charter)
Delaware
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77-0584301
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(State
or other jurisdiction of incorporation or
organization)
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(I.R.S.
Employer Identification
Number)
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2525
Augustine Drive
Santa
Clara, CA
(Address
of principal executive offices) (Zip code)
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. o
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): Not applicable.
Securities
to be registered pursuant to Section 12(b) of the Act:
(Title
of
Class)
Securities
to be registered pursuant to Section 12(g) of the Act:
Preferred
Share Purchase Rights
Item
1. Description of Securities to be Registered.
Effective
December 10, 2007, Genesis Microchip Inc., a Delaware corporation (“Genesis”),
amended the Preferred Stock Rights Agreement, dated as of June 27, 2002, as
amended by Amendment to the Preferred Stock Rights Agreement dated March 16,
2003 (as so amended, the “Rights Agreement”), by and between Genesis and Mellon
Investor Services LLC, as rights agent.
The
amendment of the Rights Agreement effected the following changes:
(1) rendered
the Rights Agreement inapplicable to the acquisition of shares of common stock
of Genesis pursuant to the terms of the Agreement and Plan of Merger (the
“Merger Agreement”), dated as of December 10, 2007, among
Genesis, STMicroelectronics N.V. and Sophia Acquisition Corp., a wholly
owned subsidiary of STMicroelectronics N.V. and the transaction contemplated
by
the Merger Agreement, including the tender offer by Sophia Acquisition Corp.
and
the merger of Sophia Acquisition Corp. with and into Genesis; and
(2) provided
for the expiration of all outstanding rights under the Rights Agreement
immediately prior to the effective time of the Merger.
Item
2. Exhibits.
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4.1 |
Preferred
Stock Rights Agreement, dated as of June 27, 2002 between Genesis
Microchip Inc. and Mellon Investor Services LLC.
(1)
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4.2 |
Amendment
to Preferred Stock Rights Agreement, dated as of March 16, 2003,
between
Genesis Microchip Inc. and Mellon Investor Services LLC.
(2)
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4.3 |
Amendment
No. 2 to Preferred Stock Rights Agreement, dated effective as of
December
10, 2007, between Genesis and Mellon Investor Services
LLC.
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(1)
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Incorporated
by reference to Exhibit 4.1 to the registrant’s Form 8-A (File No.
000-33477), August 5, 2002.
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(2)
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Incorporated
by reference to Exhibit 4.2 to the registrant’s Form 8-A/A (File No.
000-33477), filed March 31,
2003.
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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, thereto duly authorized.
Date:
December 11, 2007
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GENESIS
MICROCHIP INC.
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By:
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/s/
Elias Antoun
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Elias
Antoun
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President
& Chief Executive Officer
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EXHIBIT
INDEX
Exhibit
Number
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Description
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Preferred
Stock Rights Agreement, dated as of June 27, 2002 between Genesis
Microchip Inc. and Mellon Investor Services LLC. (1)
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Amendment
to Preferred Stock Rights Agreement, dated as of March 16, 2003,
between
Genesis Microchip Inc. and Mellon Investor Services LLC.
(2)
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4.3
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Amendment
No. 2 to Preferred Stock Rights Agreement, dated effective as of
December
10, 2007, between Genesis and Mellon Investor Services
LLC.
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(1)
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Incorporated
by reference to Exhibit 4.1 to the registrant’s Form 8-A (File No.
000-33477), filed August 5, 2002.
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(2)
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Incorporated
by reference to Exhibit 4.2 to the registrant’s Form 8-A/A (File No.
000-33477), filed March 31,
2003.
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