Amendment No. 1
to
FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
OREGON METALLURGICAL CORPORATION
(Exact name of registrant as specified in its charter)
OREGON 93-0448167
-------------------------------------- -------------------------------------
(State of incorporation or organization) (I.R.S. Employer Identification Number)
530 34TH AVENUE, SW
ALBANY, OREGON 97321-0177
-------------------------------------- ------------------------
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act: NONE.
If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(1), please
check the following box. []
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. []
Securities to be registered pursuant to Section 12(g) of the Act:
RIGHTS TO PURCHASE COMMON STOCK
(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On December 12, 1996 the Board of Directors of Oregon Metallurgical
Corporation, an Oregon corporation (the "Company"), authorized and declared a
dividend of a right to purchase one-fifth of a share of common stock, par value
$1.00 ("Common Share") and a note, which was replaced and amended with one
Common Share right (the "Right") for each Common share of the Company
outstanding as of January 3, 1997 (the "Record Date"). The Rights were issued
subject to the terms of the Rights Agreement, dated December 12, 1996 and
amended as of July 24, 1997 (the "Rights Agreement"), between the Company and
ChaseMellon Shareholder Services, LLC as Rights Agent.
The Rights Agreement provides that Common Shares which become
outstanding after the Record Date will also be entitled to one Right per Common
Share. The Rights are in all respects governed by and subject to the terms of
the Rights Agreement, as it may be amended, which is attached (including all
exhibits) as Exhibit 1 to this Registration Statement and incorporated herein by
reference. A summary description of the Rights is set forth in Exhibit B to the
Rights Agreement.
ITEM 2. EXHIBITS.
Exhibit Number Exhibit
-------------- -------
1 Rights Agreement (including a Form
of Rights Certificate as Exhibit A
and a Summary of Rights to Purchase
Common Shares as Exhibit B)
2
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.
OREGON METALLURGICAL CORPORATION
By: /s/ Dennis P. Kelly
--------------------------------
Dennis P. Kelly
Its: Vice President, Finance and
Chief Financial Officer
3