SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
CYBEROPTICS CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
Minnesota 41-1472057
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
5900 Golden Hills Drive, Minneapolis, MN 55416
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(Address of Principal Executive Offices, Including Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Not Applicable
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 Share Purchase Rights
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Item 1 of the Form 8-A dated December 8, 1998 (the "Form 8-A"), filed by
CyberOptics Corporation, a Minnesota corporation (the "Company"), is hereby
amended by the following:
Effective as of October 21, 2002, the Company amended the Rights
Agreement with Wells Fargo Bank Minnesota, National Association, as Rights Agent
and successor in interest to Norwest Bank Minnesota, National Association, dated
December 7, 1998 (the "Rights Agreement"). Capitalized terms used and not
otherwise defined herein have the meanings ascribed to them in the Rights
Agreement.
The amendment to the Rights Agreement increases the Threshold Percentage
from 15% to 20%.
A copy of the Rights Agreement is incorporated herein by reference. The
foregoing description of the Rights Agreement does not purport to be complete
and is qualified in its entirety by reference to the Rights Agreement.
ITEM 2. EXHIBITS.
Item 2 is hereby amended by adding the following exhibit attached hereto:
2 First Amendment to the Rights Agreement, dated October 21,
2002, between the Company and Wells Fargo Bank Minnesota,
National Association, as successor in interest to Norwest Bank
Minnesota, National Association.
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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, thereunto duly authorized.
CYBEROPTICS CORPORATION
By: /s/ Steven M. Quist
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Steven M. Quist
Chief Executive Officer
Dated: November 4, 2002
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EXHIBIT INDEX
Exhibit No. Description
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1 Rights Agreement, dated December 7, 1998, between the Company
and Norwest Bank Minnesota, National Association, as Rights
Agent, which includes as Exhibit B thereto the form of Right
Certificate (incorporated by reference to the Company's
Registration Statement on Form 8-A, dated December 7, 1998).
2 First Amendment to the Rights Agreement, dated October 21,
2002, between the Company and Wells Fargo Bank Minnesota,
National Association, as successor in interest to Norwest Bank
Minnesota, National Association.
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