SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported): November 3, 1999
MATRIX SERVICE COMPANY
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(Exact name of registrant as specified in its charter)
Delaware 0-18716 73-1352174
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(State or other (File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
10701 E. Ute Street, Tulsa, Oklahoma 74136
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code (918) 838-8822
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Item 5. Other Events
On November 3, 1999, Matrix Service Company (the "Company") announced the
declaration of a dividend distribution of one right (a "Right") for each share
of Common Stock, par value $.01 per share (the "Common Shares"), of the Company
outstanding at the close of business on November 12, 1999 (the "Record Date"),
pursuant to the terms of a Rights Agreement, dated as of November 2, 1999 (the
"Rights Agreement"), between the Company and UMB Bank, N.A., as Rights Agent.
The Rights Agreement also provides, subject to specified exceptions and
limitations, that Common Shares issued or delivered by the Company after the
Record Date will also be entitled to and accompanied by Rights. The Rights are
in all respects subject to and governed by the provisions of the Rights
Agreement, a copy of which (including all exhibits thereto) is filed as Exhibit
1 hereto and incorporated herein by this reference. A summary description of the
Rights is set forth in Exhibit C to the Rights Agreement.
Item 7. Financial Statements and Exhibits.
Exhibits:
The Exhibits to this report are listed in the Index to Exhibits set forth
elsewhere herein.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MATRIX SERVICE COMPANY
Dated: November 4, 1999 By: /s/ Micheal J. Hall
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Micheal J. Hall
Vice President and
Chief Financial Officer
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INDEX TO EXHIBITS
EXHIBIT
NUMBER Description
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1 Rights Agreement (including a Form of Certificate of
Designation of Series B Junior Participating Preferred Stock
as Exhibit A thereto, a Form of Right Certificate as Exhibit
B thereto and a Summary of Rights to Purchase Preferred
Stock as Exhibit C thereto)
2 Press release, dated November 3, 1999
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