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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
WYMAN-GORDON COMPANY
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-1992780
(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification No.)
244 WORCESTER STREET, NO. GRAFTON, MASSACHUSETTS 01536-8001
(Address of principal executive offices and zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class is
to be so registered to be registered
NONE NONE
Securities to be registered pursuant to Section 12(g) of the Act:
PREFERRED STOCK PURCHASE RIGHTS
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT S SECURITIES TO BE
REGISTERED.
On October 21, 1998 the Board of Directors of the Company
adopted a Shareholder Rights Agreement (the "Rights Agreement").
The following description of the terms of the Rights Agreement
does not purport to be complete and is qualified in its entirety
by reference to the Rights Agreement which is attached hereto as
an exhibit and is incorporated herein by reference.
Pursuant to the terms of the Rights Agreement, the Board of
Directors declared a dividend distribution of one Preferred Stock
Purchase Right (a "Right") for each outstanding share of Common
Stock of the Company (the "Common Stock") to stockholders of
record as of the close of business on November 30, 1998 (the
"Record Date"). In addition, one Right will automatically attach
to each share of Common Stock issued between the Record Date and
the Distribution Date (as hereinafter defined). Each Right
entitles the registered holder thereof to purchase from the
Company a unit consisting of one ten-thousandth of a share (a
"Unit") of Series B Junior Participating Cumulative Preferred
Stock, par value $1.00 per share (the "Preferred Stock"), at a
cash exercise price of $75.00 per Unit (the "Exercise Price"),
subject to adjustment.
Initially, the Rights are not exercisable and are attached
to and trade with all shares of Common Stock outstanding as of,
and issued subsequent to, the Record Date. The Rights will
separate from the Common Stock and will become exercisable upon
the earliest of (i) the close of business on the tenth calendar
day following the first public announcement that a person or
group of affiliated or associated persons has acquired beneficial
ownership of 15% or more of the outstanding shares of Common
Stock (an "Acquiring Person") (the date of said announcement
being referred to as the "Stock Acquisition Date"), (ii) the
close of business on the tenth business day (or such later day as
the Board of Directors may determine) following the commencement
of a tender offer or exchange offer that would result upon its
consummation in a person or group becoming the beneficial owner
of 15% or more of the outstanding shares of Common Stock or (iii)
the determination by the Board of Directors that any person is an
"Adverse Person" (the earliest of such dates being herein
referred to as the "Distribution Date").
Notwithstanding the foregoing, Cooper Industries, Inc.
("Cooper") and its affiliates and associates (the "Cooper Group")
shall not be deemed to be an Acquiring Person so long as the
Cooper Group owns at least 10% or more of the outstanding shares
of the Company s Common Stock and the Cooper Group does not
acquire ownership of any shares of the Company s Common Stock in
a manner prohibited by the Investment Agreement between the
Company and Cooper, dated January 10, 1994.
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The Board of Directors may declare a person to be an Adverse
Person after a determination that such person, alone or together
with its affiliates and associates, has become the beneficial
owner of 10% or more of the outstanding shares of Common Stock
and a determination by the Board of Directors, after reasonable
inquiry and investigation, including such consultation, if any,
with such persons as the directors shall deem appropriate, that
(a) such beneficial ownership by such person is intended to
cause, is reasonably likely to cause or will cause the Company to
repurchase the Common Stock beneficially owned by such person or
to cause pressure on the Company to take action or enter into a
transaction or series of transactions which would provide such
person with short-term financial gain under circumstances where
the Board of Directors determines that the best long-term
interests of the Company and its stockholders, but for the
actions and possible actions of such person, would not be served
by taking such action or entering into such transaction or series
of transactions at that time or (b) such beneficial ownership is
causing, or is reasonably likely to cause, a material adverse
impact (including, but not limited to, impairment of
relationships with customers or impairment of the Company s
ability to maintain its competitive position) on the business or
prospects of the Company. No delay or failure by the Board of
Directors to declare a person to be an Adverse Person shall in
any way waive or otherwise affect the power of the Board of
Directors subsequently to declare a person an Adverse Person. In
the event that the Board of Directors should at any time
determine, upon reasonable inquiry and investigation, including
consultation with such persons as the Board of Directors shall
deem appropriate, that such person has not met or complied with
any condition specified by the Board of Directors, the Board of
Directors may at any time thereafter declare the person to be an
Adverse Person.
Until the Distribution Date (or earlier redemption, exchange
or expiration of the Rights), (a) the Rights will be evidenced by
the Common Stock certificates and will be transferred with and
only with such Common Stock certificates, (b) new Common Stock
certificates issued after the Record Date will contain a notation
incorporating the Rights Agreement by reference, and (c) the
surrender for transfer of any certificates for Common Stock will
also constitute the transfer of the Rights associated with the
Common Stock represented by such certificate.
The Rights are not exercisable until the Distribution Date
and will expire at the close of business on November 30, 2008
(the "Expiration Date"), unless previously redeemed or exchanged
by the Company as described below.
As soon as practicable after the Distribution Date, Right
Certificates will be mailed to holders of record of Common Stock
as of the close of business on the Distribution Date and,
thereafter, the separate Right Certificates alone will represent
the Rights. Except as otherwise determined by the Board of
Directors, only shares of Common Stock issued prior to the
Distribution Date will be issued with Rights.
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In the event that a Stock Acquisition Date occurs or the
Board of Directors determines that a person is an Adverse Person,
proper provision will be made so that each holder of a Right
(other than an Acquiring Person, an Adverse Person or their
associates or affiliates, whose Rights shall become null and
void) will thereafter have the right to receive upon exercise
that number of Units of Preferred Stock of the Company having a
market value of two times the exercise price of the Right (such
right being referred to as the "Subscription Right"). In the
event that, at any time following the Stock Acquisition Date, (i)
the Company consolidates with, or merges with and into, any other
person, and the Company is not the continuing or surviving
corporation, (ii) any person consolidates with the Company, or
merges with and into the Company and the Company is the
continuing or surviving corporation of such merger and, in
connection with such merger, all or part of the shares of Common
Stock are changed into or exchanged for stock or other securities
of any other person or cash or any other property, or (iii) 50%
or more of the Company s assets or earning power is sold,
mortgaged or otherwise transferred, each holder of a Right shall
thereafter have the right to receive, upon exercise, common stock
of the acquiring company having a market value equal to two times
the exercise price of the Right (such right being referred to as
the "Merger Right"). The holder of a Right will continue to have
the Merger Right whether or not such holder has exercised the
Subscription Right. Rights that are or were beneficially owned
by an Acquiring Person or an Adverse Person may (under certain
circumstances specified in the Rights Agreement) become null and
void.
At any time after a person becomes an Acquiring Person or
the Board of Directors determines that a person is an Adverse
Person, the Board of Directors may, at its option, exchange all
or any part of the then outstanding and exercisable Rights for
shares of Common Stock or Units of Preferred Stock at an exchange
ratio specified in the Rights Agreement. Notwithstanding the
foregoing, the Board of Directors generally will not be empowered
to effect such exchange at any time after any person becomes the
beneficial owner of 50% or more of the Common Stock of the
Company.
The Exercise Price payable, and the number of Units of
Preferred Stock or other securities or property issuable, upon
exercise of the Rights are subject to adjustment from time to
time to prevent dilution (i) in the event of a stock dividend on,
or a subdivision, combination or reclassification of, the
Preferred Stock, (ii) if holders of the Preferred Stock are
granted certain rights or warrants to subscribe for Preferred
Stock or convertible securities at less than the current market
price of the Preferred Stock, or (iii) upon the distribution to
holders of the Preferred Stock of evidences of indebtedness or
assets (excluding regular quarterly cash dividends) or of
subscription rights or warrants (other than those referred to
above).
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With certain exceptions, no adjustment in the Exercise Price
will be required until cumulative adjustments amount to at least
1% of the Exercise Price. The Company is not obligated to issue
fractional Units. If the Company elects not to issue fractional
Units, in lieu thereof an adjustment in cash will be made based
on the fair market value of the Preferred Stock on the last
trading date prior to the date of exercise.
The Rights may be redeemed in whole, but not in part, at a
price of $0.01 per Right (payable in cash, Common Stock or other
consideration deemed appropriate by the Board of Directors) by
the Board of Directors only until the earliest of (i) the date on
which a person is declared to be an Adverse Person, (ii) the time
at which any person becomes an Acquiring Person, or (iii) the
expiration date of the Rights Agreement. Immediately upon the
action of the Board of Directors ordering redemption of the
Rights, the Rights will terminate and thereafter the only right
of the holders of Rights will be to receive the redemption price.
The Rights Agreement may be amended by the Board of
Directors in its sole discretion until the earliest to occur of
(i) the time at which any person becomes an Acquiring Person or
(ii) the date on which a person is declared to be an Adverse
Person. After such time or date, as the case may be, the Board
of Directors may, subject to certain limitations set forth in the
Rights Agreement, amend the Rights Agreement only to cure any
ambiguity, defect or inconsistency, to shorten or lengthen any
time period, or to make changes that do not adversely affect the
interests of Rights holders (excluding the interests of an
Acquiring Person, an Adverse Person or their associates or
affiliates). In addition, the Board of Directors may at any time
prior to the earliest to occur of (i) the time at which any
person becomes an Acquiring Person or (ii) the date on which a
person is declared to be an Adverse Person, amend the Rights
Agreement to lower the threshold at which a person becomes an
Acquiring Person to not less than the greater of (i) the sum of
.001% and the largest percentage of the outstanding Common Stock
then owned by any person and (ii) 10%.
Until a Right is exercised, the holder will have no rights
as a stockholder of the Company (beyond those as an existing
stockholder), including the right to vote or to receive
dividends. While the distribution of the Rights will not be
taxable to stockholders or to the Company, stockholders may,
depending upon the circumstances, recognize taxable income in the
event that the Rights become exercisable for Units, other
securities of the Company, other consideration or for common
stock of an acquiring company.
The certificate of vote of directors establishing the
Preferred Stock and the form of Right Certificate are attached as
Exhibits A and B, respectively, to the Rights Agreement (which is
included as an exhibit to this Form 8-A). The foregoing
description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement
and the exhibits thereto which are incorporated herein by
reference.
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ITEM 2 - EXHIBITS.
3.1 Certificate of Vote of Directors Establishing a Series of a
Class of Stock of Wyman-Gordon Company classifying and
designating the Series B Junior Participating Cumulative
Preferred Stock.
4.1 Shareholder Rights Agreement, dated as of October 21, 1998,
between Wyman-Gordon Company and State Street Bank and Trust
Company, as Rights Agent.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly
authorized.
WYMAN-GORDON COMPANY
Date: 10/29/98 By: /S/WALLACE F. WHITNEY, JR.
Wallace F. Whitney, Jr.
Vice President
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE
3.1 Certificate of Vote of Directors
Establishing a Series of a Class of
Stock of Wyman-Gordon Company classifying
and designating the Series B Junior
Participating Cumulative Preferred Stock. E-1
4.1 Shareholder Rights Agreement, dated as
of October 21, 1998, between Wyman-Gordon
Company and State Street Bank and Trust
Company, as Rights Agent. E-2
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