UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
(Amendment No. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
WOODWARD, INC.
(Exact name of Registrant as specified in its Charter)
| Delaware | 26-1984010 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |
1081 Woodward Way Fort Collins, Colorado | 80524 | |
| (Address of principal executive offices) | (Zip Code) | |
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class | Name of each exchange on which | |
| Preferred Stock Purchase Rights | NASDAQ Global Select Market |
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. ☐
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
(Title of Class)
Explanatory Note
This Form 8-A/A is filed by Woodward, Inc. (the “Company”), to reflect the expiration of the preferred stock purchase rights registered on the Form 8-A filed by the Company on April 6, 2020.
| Item 1. | Description of Registrant’s Securities to be Registered. |
Item 1 is hereby amended and supplemented as follows:
Pursuant to the terms of the Preferred Stock Rights Agreement (the “Rights Agreement”), dated as of April 5, 2020, between the Company and American Stock Transfer & Trust Company, LLC, as rights agent, the Company’s preferred stock purchase rights under the Rights Agreement (the “Rights”) expired at 5:00 p.m., New York City time, on April 5, 2021. As a result, the shares of common stock, par value $0.001455 per share, of the Company are no longer accompanied by Rights. Stockholders of the Company were not entitled to any payment as a result of the expiration of the Rights.
| Item 2. | Exhibits. |
| 3.1 | Certificate of Designation of Rights, Preferences and Privileges of Series B Participating Preferred Stock (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on April 6, 2020). | |
| 4.1 | Preferred Stock Rights Agreement, dated as of April 5, 2020 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on April 6, 2020). | |
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.
| WOODWARD, INC. | ||
| By: | /s/ A. Christopher Fawzy | |
| A. Christopher Fawzy | ||
| Corporate Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer | ||
Dated: April 5, 2021
