SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
NOVEMBER 25, 2002
Date of report (Date of earliest event reported)
ADVO, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-11720 06-0885252
(State or other jurisdiction (Commission file number) (IRS Employer
of incorporation or organization) Identification No.)
ONE UNIVAC LANE, P.O. BOX 755, WINDSOR, CONNECTICUT 06095-0755
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (860) 285-6100
ITEM 5. OTHER EVENTS
The Board of Directors of ADVO Inc. (the "Company") has approved an amendment
which extends the expiration date of its Stockholder Protection Rights Plan to
February 11, 2013, and updates the plan to reflect current market prices and
benchmarks. The Company's Stockholder Rights Plan has been in place for ten
years, with an expiration date of February 11, 2003. In addition to extending
the Rights Plan for another ten years, the amendment updates the exercise price
to $165, and adjusts the share ownership required to trigger the Rights to 15%.
These adjustments bring the Rights Plan in line with more recent benchmarks. No
other material changes were made to the Rights Plan. The amendment is not in
response to any known takeover efforts, but is intended to deter abusive
takeover tactics to protect shareholder rights and maximize shareholder value.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The following exhibits are filed herewith:
Exhibit No. Description
----------- -----------
4(a) Amended and Restated Stockholder Protection Rights Filed herewith.
Agreement dated as of February 10, 2003 between
ADVO, Inc. and Mellon Investor Services LLC, as
Rights Agent, including Exhibit A and Exhibit B.
99(a) Press release, dated November 25, 2002, issued by Filed herewith.
the Company.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ADVO, Inc.
Date: November 26, 2002
By /s/ DAVID M. STIGLER
---------------------
David M. Stigler
Senior Vice President
Chief Legal and Public Affairs
Officer, General Counsel and
Corporate Secretary
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EXHIBIT INDEX
Incorporated by
Exhibit No. Description Reference
----------- ----------- ---------
4(a) Amended and Restated Stockholder Protection Filed herewith.
Rights Agreement dated as of February 10, 2003
between ADVO, Inc. and Mellon Investor
Services LLC, as Rights Agent, including Exhibit
A and Exhibit B.
99 (a) Press release dated November 25, 2002, Filed herewith.
issued by the Company.