SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
AMENDMENT NO. 1 TO FORM 8-A FILED ON DECEMBER 12, 2002
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BAXTER INTERNATIONAL INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 36-0781620
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State of incorporation of Organization I.R.S. Employer Identification No.
Baxter International Inc.
One Baxter Parkway
Deerfield Illinois
(847) 948-2000 60015
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(Address of Principal Executive Office) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section 12(b) securities pursuant to Section
of the Exchange Act and is effective 12(g) of the Exchange Act and is
pursuant to General Instruction effective pursuant to General
A.(c), please check the following Instruction A.(d), please check
box. [X] the following box. [_]
Securities Act registration statement file numbers to which this form relates:
333-101122 and 333-101779
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
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Corporate Units New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
Explanatory Note
The purpose of this Amendment No. 1 to this Registration Statement is
solely to incorporate the definitive agreements included as Exhibits 4.2, 4.3,
4.4, 4.5, 4.6, 4.8 and 4.9 hereto.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The class of securities to be registered hereby are the Corporate
Units of Baxter International Inc., a Delaware corporation.
The description of the Registrant's Corporate Units (the "Corporate
Units") to be registered hereunder is incorporated herein by reference to the
description included under the caption "Equity Purchase Contracts and Equity
Purchase Units" in the Registration Statement on Form S-3 of Baxter
International Inc. (Registration Nos. 333-101122 and 333-101779) (as the same
may be amended from time to time, the "Registration Statement") and to the
description of the Corporate Units included in the prospectus supplement
relating to the Registration Statement, dated December 11, 2002, filed with the
Securities and Exchange Commission on December 13, 2002 pursuant to Rule 424(b)
under the Securities Act of 1933, as amended.
Item 2. Exhibits
Exhibit No. Description
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3.1 Restated Certificate of Incorporation of the Registrant, as
amended, including Certificate of Designation of Series B Junior
Participating Preferred Stock (filed as Exhibit 3.1 to
Registrant's 10-Q for the Quarterly Period ended June 30, 2002
and incorporated herein by reference).
3.2 Amended and Restated Bylaws dated September 24, 2002 (filed as
Exhibit 3.3 to Registrant's Form 10-Q for the Quarterly Period
ended September 30, 2002 and incorporated herein by reference).
4.1 Rights Agreement, dated December 9, 1998, by and between the
Registrant and First Chicago Trust Company of New York, as Rights
Agent (filed as Exhibit 10 to Registrant's Current Report on Form
8-K filed December 15, 1998 and incorporated herein by
reference).
4.2 Purchase Contract Agreement, dated as of December 17, 2002,
between the Registrant and Bank One Trust Company, N.A., as
Purchase Contract Agent.
4.3 Pledge Agreement, dated as of December 17, 2002, among the
Registrant, Bank One Trust Company, N.A., as Collateral Agent,
Custodial Agent and Securities Intermediary and Bank One Trust
Company, N.A., as Purchase Contract Agent.
4.4 Remarketing Agreement, dated as of December 17, 2002, among the
Registrant, Bank One Trust Company, N.A., as Purchase Contract
Agent, and the Remarketing Agent named therein.
4.5 Indenture, dated as of April 26, 2002 between Registrant and Bank
One Trust Company, N.A., as Trustee.
4.6 Supplemental Indenture No. 1, dated as of December 17, 2002,
between Registrant and Bank One Trust Company, N.A., as Trustee.
4.7 Registration Statement on Form S-3 (Registration Nos. 333-101122
and 333-101779) (filed with the Securities and Exchange
Commission on November 8, 2002 and December 11, 2002,
respectively, and incorporated herein by reference).
4.8 Form of Corporate Unit (included in Exhibit 4.2 filed herewith).
4.9 Form of Senior Note due 2008 (included in Exhibit 4.6 filed
herewith).
SIGNATURE
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.
BAXTER INTERNATIONAL INC.
Dated: December 23, 2002 By: /s/ J. Patrick Fitzsimmons
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Name: J. Patrick Fitzsimmons
Title: Senior Corporate Counsel
EXHIBIT INDEX
Exhibit No. Description
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3.1 Restated Certificate of Incorporation of the Registrant, as
amended, including Certificate of Designation of Series B
Junior Participating Preferred Stock (filed as Exhibit 3.1 to
Registrant's 10-Q for the Quarterly Period ended June 30, 2002
and incorporated herein by reference).
3.2 Amended and Restated Bylaws dated September 24, 2002 (filed as
Exhibit 3.3 to Registrant's Form 10-Q for the Quarterly Period
ended September 30, 2002 and incorporated herein by reference).
4.1 Rights Agreement, dated December 9, 1998, by and between the
Registrant and First Chicago Trust Company of New York, as
Rights Agent (filed as Exhibit 10 to Registrant's Current
Report on Form 8-K filed December 15, 1998 and incorporated
herein by reference).
4.2 Purchase Contract Agreement, dated as of December 17, 2002,
between the Registrant and Bank One Trust Company, N.A., as
Purchase Contract Agent.
4.3 Pledge Agreement, dated as of December 17, 2002, among the
Registrant, Bank One Trust Company, N.A., as Collateral Agent,
Custodial Agent and Securities Intermediary and Bank One Trust
Company, N.A., as Purchase Contract Agent.
4.4 Remarketing Agreement, dated as of December 17, 2002, among the
Registrant, Bank One Trust Company, N.A., as Purchase Contract
Agent, and the Remarketing Agent named therein.
4.5 Indenture, dated as of April 26, 2002 between Registrant and
Bank One Trust Company, N.A., as Trustee.
4.6 Supplemental Indenture No. 1, dated as of December 17, 2002,
between Registrant and Bank One Trust Company, N.A., as
Trustee.
4.7 Registration Statement on Form S-3 (Registration Nos.
333-101122 and 333-101779) (filed with the Securities and
Exchange Commission on November 8, 2002 and December 11, 2002,
respectively, and incorporated herein by reference).
4.8 Form of Corporate Unit (included in Exhibit 4.2 filed
herewith).
4.9 Form of Senior Note due 2008 (included in Exhibit 4.6 filed
herewith).