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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
(AMENDMENT NO. 1)
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
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ABX AIR, INC.
(Exact name of Registrant as specified in its charter)
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DELAWARE 91-1091619
(STATE OF INCORPORATION OR ORGANIZATION) (IRS EMPLOYER IDENTIFICATION NO.)
145 HUNTER DRIVE, WILMINGTON, OHIO 45177
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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IF THIS FORM RELATES TO THE REGISTRATION OF A IF THIS FORM RELATES TO THE REGISTRATION OF A CLASS
CLASS OF SECURITIES PURSUANT TO SECTION 12(B) OF OF SECURITIES PURSUANT TO SECTION 12(G) OF THE
THE EXCHANGE ACT AND IS EFFECTIVE PURSUANT TO EXCHANGE ACT AND IS EFFECTIVE PURSUANT TO GENERAL
GENERAL INSTRUCTION A.(C), PLEASE CHECK THE INSTRUCTION A. (D), PLEASE CHECK THE FOLLOWING
FOLLOWING BOX. [X] BOX. [ ]
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SECURITIES ACT REGISTRATION STATEMENT FILE NUMBER TO WHICH THIS
FORM RELATES: 333-105137
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(IF APPLICABLE)
Securities to be registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE ON WHICH
TITLE OF EACH CLASS TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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COMMON STOCK, PAR VALUE $0.01 PER SHARE NASDAQ STOCK MARKET, INC.
PREFERRED STOCK PURCHASE RIGHTS, WITH
RESPECT TO COMMON STOCK, PAR VALUE
$0.01 PER SHARE
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
EXPLANATORY NOTE
This amendment is filed to update the disclosure made on Form 8-A filed
with the Securities and Exchange Commission (the "Commission") on August 15,
2003. On July 25, 2007, ABX Air, Inc. (the "Company") and National City Bank
(the "Rights Agent") amended the Preferred Stock Rights Agreement, dated as of
August 15, 2003, between the Company and the Rights Agent (the "Rights
Agreement"), by executing the First Amendment to the Preferred Stock Rights
Agreement (the "Amendment").
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The definition of "Exempt Person" set forth in Section 1(p) of the
Rights Agreement has been amended to delete subsections (iv) and (v) and the
last sentence in their entirety, such that Section 1(p) reads as follows:
"(p) "Exempt Person" shall mean (i) the Company; (ii) any Subsidiary of
the Company; or (iii) any employee benefit plan of the Company or of
any Subsidiary of the Company, or any entity holding Common Shares for
or pursuant to the terms of any such plan."
The foregoing description of the Amendment is qualified in its entirety
by reference to the Rights Agreement and the Amendment, which are filed here as
Exhibit 4.1 and 4.2, respectively, and incorporated herein by reference. The
Registration Statement on Form 8-A (No. 333-105137) is filed as Exhibit 4.3
hereto and is incorporated herein by reference.
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ITEM 2. EXHIBITS.
Exhibit 4.1 Form of Preferred Stock Rights Agreement by and between ABX
Air, Inc. and a rights agent (incorporated by reference to the
Company's Registration Statement Form S-4 filed on May 9, 2003
with the Commission).
Exhibit 4.2 First Amendment to the Preferred Stock Rights Agreement, dated
as of July 25, 2007, by and between ABX Air, Inc. and National
City Bank as Rights Agent.
Exhibit 4.3 Registration Statement on Form 8-A (No. 333-105137) (filed with
the Commission on August 15, 2003 and incorporated by reference).
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.
ABX Air, Inc.
Date: July 26, 2007 By: /s/ W. Joseph Payne
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Name: W. Joseph Payne
Title: Vice President, General Counsel
& Secretary
EXHIBIT INDEX
Exhibit 4.1 Form of Preferred Stock Rights Agreement by and between ABX Air,
Inc. and a rights agent (incorporated by reference to the
Company's Registration Statement Form S-4 filed on May 9, 2003
with the Commission).
Exhibit 4.2 First Amendment to the Preferred Stock Rights Agreement, dated
as of July 25, 2007, by and between ABX Air, Inc. and National
City Bank as Rights Agent.
Exhibit 4.3 Registration Statement on Form 8-A (No. 333-105137) (filed with
the Commission on August 15, 2003 and incorporated by reference).