AMENDMENT NO. 2 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 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. [X] Securities to be registered pursuant to Section 12(g) of the Act: RIGHTS TO PURCHASE COMMON STOCK (Title of Class) 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) (Filed as Exhibit 1 to Amendment No. 1 to Form 8-A filed October 22, 1997.) 1.1 Amendment to Rights Agreement filed herewith. 2 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this amendment 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 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) (Filed as Exhibit 1 to Amendment No. 1 to Form 8-A filed October 22, 1997.) 1.1 Amendment to Rights Agreement filed herewith. 4