SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
(AMENDMENT NO. __)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
ARMSTRONG HOLDINGS, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Pennsylvania 23-3033414
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(State of Incorporation or Organization) (I.R.S. Employer Identification no.)
2500 Columbia Avenue, Lancaster, PA 17603
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class of If this form relates to the registration of a class of
securities pursuant to Section 12(b) of the Exchange Act securities pursuant to Section 12(g) of the Exchange Act
and is effective upon filing pursuant to General and is effective upon filing pursuant to General
Instruction A.(c), please check the following box. [_] Instruction A.(d), please check the following box. [X]
Securities Act registration statement file number to which this
form relates: ______________
(if applicable)
Securities to be registered pursuant to Section 12(b) of the Act: None
Title of Each Class Name of Each Exchange on Which
to be so Registered Each class is to be Registered
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $1.00 par value
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(Title of Class)
Preferred Stock Purchase Rights
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(Title of Class)
Explanatory Note: This filing on Form 8-A is being made for, among
other things, the purpose of facilitating the generation of a Securities
Exchange Act of 1934 file number by and for the use of the Securities and
Exchange Commission with respect to Armstrong Holdings, Inc. (the "Registrant").
As indicated in a Form 8-K filed by the Registrant on May 9, 2000, pursuant to
Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended (the "1934
Act"), the Registrant became a successor issuer to Armstrong World Industries,
Inc. on May 1, 2000, and accordingly, certain classes of the Registrant's
securities were deemed to be registered under Section 12(b) of the 1934 Act.
Subsequently, on December 30, 2002, certain of classes of the Registrant's
securities ceased to be listed and registered on a national securities exchange,
and, as a result, were deemed to be registered pursuant to Section 12(g)(1) of
the 1934 Act pursuant to Rule 12g-2 under the 1934 Act.
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The description of the Registrant's Common Stock, $1.00 par value per
share, and related Preferred Stock Purchase Rights, under the caption
"Description of Holdings Capital Stock" in the Registrant's Prospectus that is
part of the Registrant's Registration Statement on Form S-4/A filed with the
Commission on March 22, 2000 (Registration No. 333-32530), is incorporated
herein by reference.
ITEM 2. EXHIBITS
Exhibit No. Description
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3.1 Amended and Restated Articles of Incorporation of Armstrong
Holdings, Inc. (incorporated herein by reference from
Exhibit 3.1(i) to the Registrant's Current Report on Form
8-K filed on May 9, 2000).
3.2 Bylaws of Armstrong Holdings, Inc, effective May 1, 2000
(incorporated herein by reference from Exhibit 3(b) to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 2000).
4.1 Shareholders Summary of Rights to Purchase Preferred Stock
dated as of March 14, 2000 (incorporated herein by reference
from Exhibit 99.2 to the Registrant's Current Report on Form
8-K filed on May 9, 2000).
4.2 Rights Agreement dated as of March 14, 2000, by and between
Armstrong Holdings, Inc. and American Stock Transfer &
Trust, Inc. (incorporated herein by reference from Exhibit
99.3 to the Registrant's Current Report on Form 8-K filed on
May 9, 2000).
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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.
Date: October 1, 2003
ARMSTRONG HOLDINGS, INC.
By: /s/ Walter T. Gangl
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Name: Walter T. Gangl
Title: Deputy General Counsel
and Assistant Secretary
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EXHIBIT INDEX
Exhibit No. Description
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3.1 Amended and Restated Articles of Incorporation of Armstrong
Holdings, Inc. (incorporated herein by reference from
Exhibit 3.1(i) to the Registrant's Current Report on Form
8-K filed on May 9, 2000).
3.2 Bylaws of Armstrong Holdings, Inc, effective May 1, 2000
(incorporated herein by reference from Exhibit 3(b) to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 2000).
4.1 Shareholders Summary of Rights to Purchase Preferred Stock
dated as of March 14, 2000 (incorporated herein by reference
from Exhibit 99.2 to the Registrant's Current Report on Form
8-K filed on May 9, 2000).
4.2 Rights Agreement dated as of March 14, 2000, by and between
Armstrong Holdings, Inc. and American Stock Transfer &
Trust, Inc. (incorporated herein by reference from Exhibit
99.3 to the Registrant's Current Report on Form 8-K filed on
May 9, 2000).
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