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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
GRADALL INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
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Delaware 36-3381606
(State of other jurisdiction (IRS Employer
of incorporation) Identification No.)
406 Mill Avenue, S.W.
New Philadelphia, OH 44663
Address of principal (Zip Code)
executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Series B Participating Cumulative The Nasdaq National Market
Preferred Stock Purchase Rights
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
On May 29, 1998, the Board of Directors of Gradall Industries,
Inc. (the "Company") declared a dividend of one preferred stock purchase
right (a "Right") for each outstanding share of common stock, par value $0.001
per share (the "Common Stock"), of the Company payable to holders of record as
of the close of business on June 10, 1998 (the "Record Date").
Prior to the Distribution Date (as defined below), the Rights
will be evidenced by the certificates for and will be transferred with the
Common Stock, and the registered holders of the Common Stock will be deemed to
be the registered holders of the Rights. After the Distribution Date, the
Rights Agent will mail separate certificates evidencing the Rights to each
record holder of the Common Stock as of the close of business on the
Distribution Date, and thereafter the Rights will be transferable separately
from the Common Stock. The "Distribution Date" means the earlier of (i) the
10th day (or such later day as may be designated by a majority of the
Continuing Directors (as hereinafter defined)) after the date (the "Stock
Acquisition Date") of the first public announcement that a person (other than
the Company or any of its subsidiaries or any employee benefit plan of the
Company or any such subsidiary) has acquired beneficial ownership of 15% or
more of the outstanding shares of Common Stock (subject to certain exclusions,
an "Acquiring Person") and (ii) the 10th business day (or such later day as
may be designated by a majority of the Continuing Directors) after the date of
the commencement of a tender or exchange offer by any person which would, if
consummated, result in such person becoming an Acquiring Person.
Prior to the Distribution Date, the Rights will not be
exercisable. After the Distribution Date, each Right will be exercisable to
purchase, for $60 (the "Purchase Price"), one one-hundredth of a share of
Series B Participating Cumulative Preferred Stock, par value $0.001 per share
(the "Preferred Stock"). The terms and conditions of the Rights are set forth
in a Rights Agreement dated as of May 29, 1998 between the Company and
ChaseMellon Shareholder Services, LLC, as Rights Agent (the "Rights
Agreement"), a copy of which is attached as an exhibit hereto and the
description thereof is qualified in its entirety by reference thereto.
If any person becomes an Acquiring Person, each Right (other
than Rights beneficially owned by the Acquiring Person and certain affiliated
persons) will entitle the holder to purchase, for the Purchase Price, a number
of shares of Common Stock having a market value of twice the Purchase Price.
If, after any person has become an Acquiring Person, (1) the
Company is involved in a merger or other business combination in which the
Company is not the surviving corporation or its Common Stock is exchanged for
other securities or assets or (2) the Company and/or one or more of its
subsidiaries sell or otherwise transfer assets or earning power aggregating
more than 50% of the assets or earning power of the Company and its
subsidiaries, taken as a whole, then each Right will entitle the holder to
purchase, for the Purchase Price, a number of shares of common stock of the
other party to such business combination or sale (or in certain circumstances,
an affiliate) having a market value of twice the Purchase Price.
At any time after any person has become an Acquiring Person
(but before any person becomes the beneficial owner of 50% or more of the
outstanding shares of Common Stock), a majority of the Continuing Directors may
exchange all or part of the Rights (other than Rights beneficially owned by an
Acquiring Person and certain affiliated persons) for shares of Common Stock at
an exchange ratio of one share of Common Stock per Right.
The Board of Directors may redeem all of the Rights at a price
of $0.01 per Right at any time prior to the close of business on the 10th day
after the Stock Acquisition Date (or such later date as may be designated by a
majority of the Continuing Directors). After any person has become an
Acquiring Person, the Rights may be redeemed only with the approval of a
majority of the Continuing Directors.
"Continuing Director" means any member of the Board of
Directors who was a member of the Board prior to the time an Acquiring Person
becomes such or any person who is subsequently elected to the Board if such
person is recommended or approved by a majority of the Continuing Directors.
Continuing Directors do not include an Acquiring Person, an affiliate or
associate of an Acquiring Person or any representative or nominee of the
foregoing.
The Rights will expire on May 29, 2008, unless earlier
exchanged or redeemed.
Prior to the Distribution Date, the Rights Agreement may be
amended in any respect. After the Distribution Date, the Rights Agreement may
be amended in any respect that does not adversely affect Rights holders (other
than any Acquiring Person and certain affiliated persons). After any person
has become an Acquiring Person, the Rights Agreement may be amended only with
the approval of a majority of the Continuing Directors.
Rights holders have no rights as a stockholder of the Company,
including the right to vote and to receive dividends.
The Rights Agreement includes antidilution provisions designed
to prevent efforts to diminish the effectiveness of the Rights.
As of June 1, 1998 there were 8,941,117 shares of Common Stock
outstanding and 815,226 shares reserved for issuance under the Company's stock
option plans. Each outstanding share of Common Stock on the Record Date will
receive one Right. Shares of Common Stock issued after the Record Date and
prior to the Distribution Date will be issued with a Right attached so that
all shares of Common Stock outstanding prior to the Distribution Date will have
Rights attached. 300,000 shares of Preferred Stock have been reserved for
issuance upon exercise of the Rights.
The Rights have certain anti-takeover effects. The Rights may
cause substantial dilution to a person that attempts to acquire the Company
without a condition to such an offer that a substantial number of the Rights
be acquired or that the Rights be redeemed or declared invalid. The Rights
should not interfere with any merger or other business combination approved by
the Board of Directors (under some circumstances, with the concurrence of the
Continuing Directors) since the Rights may be redeemed by the Company as
described above.
While the dividend of the Rights will not be taxable to
stockholders or to the Company, stockholders or the Company may, depending
upon the circumstances, recognize taxable income in the event that the Rights
become exercisable as set forth above.
Item 2. Exhibits
1. Form of Rights Agreement dated as of May 29, 1998 between Company and
ChaseMellon Shareholder Services, LLC, as Rights Agent, which includes as
Exhibit B thereto the form of Right Certificate.
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.
GRADALL INDUSTRIES, INC.
By: /s/ Bruce A. Jonker
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Name: Bruce A. Jonker
Title: Vice President and Chief
Financial Officer
Dated: June 4, 1998