Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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

BENCHMARK ELECTRONICS, INC.
(Exact name of registrant as specified in its charter)
 
TEXAS
  
74-2211011
(State or other jurisdiction
of incorporation)
  
(IRS Employer
Identification No.)
 
3000 TECHNOLOGY DRIVE
ANGLETON, TEXAS 77515
(Address, including zip code, of principal executive office)
 
Securities to be registered pursuant to Section 12(b) of the Act:
 
Title of each class
to be so registered 
  
Name of each exchange on which
each class is to be registered
Preferred Stock Purchase Rights
  
New York Stock Exchange
 
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  x .
 
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.  o .
 
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:  None
 
This Form 8-A/A amends and supplements the Form 8-A filed by Benchmark Electronics, Inc. (the “Company”), with the Securities and Exchange Commission (the “SEC”) on December 11, 1998 (the “Form 8-A”).
 
Item 1
Description of Registrant’s Securities to be Registered
 
Item 1 of the Form 8-A is amended and supplemented by adding the following:

On May 18, 2010, a majority of the Company’s shareholders approved Amendment No. 2 (“Amendment No. 2”) to the Rights Agreement dated as of December 11, 1998, as amended by Amendment No. 1 (“Amendment No. 1”) dated as of December 10, 2008 (as amended, the “Rights Agreement”), between the Company and ComputerShare Trust Company, N.A., as rights agent (as successor rights agent to Harris Trust and Savings Bank) (the “Rights Agent”), in order to (i) reduce the term of the Rights Agreement to three years from the date of Amendment No. 2, (ii) amend the definition of “Acquiring Person” to increase the threshold at which a person’s acquisition of beneficial ownership of Common Shares will trigger the distribution of Rights (as such terms are defined in the Rights Agreement) in accordance with the Rights Agreement from 15% to 20% of the outstanding Common Shares and (iii) add a “qualified offer” provision allowing holders of the Common Shares, under certain circumstances, to call a special meeting of the Company’s shareholders to consider a required redemption of the Rights (which would have the effect of removing the obstacles to completing an acquisition by an Acquiring Person).

The foregoing summary of Amendment No. 2 is qualified in its entirety by reference to the full text of Amendment No. 2, which is attached as Exhibit 4.1 hereto, the full text of Amendment No. 1, which is filed as Exhibit 4.1 to the Form 8-K filed by the Company with the SEC on December 10, 2008, and the full text of the unamended Rights Agreement, which was filed as Exhibit 1 to the Form 8-A.

 
Item 2
Exhibits
 
Item 2 of the Form 8-A is hereby amended and supplemented by adding the following:
 
 
4.1
Amendment No. 2 dated as of May 18, 2010, to the Rights Agreement dated as of December 11, 1998, as amended by Amendment No. 1 dated as of December 10, 2008, between Benchmark Electronics, Inc., and ComputerShare Trust Company, N.A.
 


 
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.
 
       
 
BENCHMARK ELECTRONICS, INC.
     
Date: May 25, 2010 
By:
  
/s/ CARYT. FU
 
Name:
Title:
  
Cary T. Fu
Chief Executive Officer
 
EXHIBIT INDEX


Exhibit No.
Description
   
4.1
Amendment No. 2 dated as of May 18, 2010, to the Rights Agreement dated as of December 11, 1998, as amended by Amendment No. 1 dated as of December 10, 2008, between Benchmark Electronics, Inc., and ComputerShare Trust Company, N.A.