SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-A/A
Amendment No. 2
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
HUNT CORPORATION
---------------------- ---------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 21-0481254
----------------------------- ------------------------------------
(State of incorporation (IRS employer identification number)
or organization)
One Commerce Square
2005 Market Street
Philadelphia, PA 19103-7085
- ------------------------------------------ ----------
(Address of principal executive offices) (Zip code)
Securities to be registered pursuant to Section 12(b) of the Act: Not applicable
Common Shares, par value $.10 per share (already registered)
-------------------------------------------------------------
(Title of Class)
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.[ ]
Securities Act registration statement file number to which this form relates (if
applicable): Not applicable
Securities to be registered pursuant to Section 12(g) of the Act:
None
-------------------
(Title of Class)
Item 1. Description of Registrant's Securities to be Registered.
The Common Shares, as described below, of Hunt Corporation currently
are registered under Section 12(b) of the Securities Exchange Act of 1934 (the
"Exchange Act") and are listed on the New York Stock Exchange. This amended Form
8-A/A is being filed for the purpose of setting forth a consolidated, updated
summary description of such Common Shares.
DESCRIPTION OF COMMON SHARES
The following is only a brief summary of certain material terms of Hunt
Corporation's Common Shares, as well as of certain related provisions of the
Pennsylvania Business Corporation Law of 1988, as amended (the "PaBCL"). For
detailed information concerning these matters, please refer to our Restated
Articles of Incorporation ("Articles") and By-laws and to the applicable
provisions of the PaBCL.
The authorized capital stock which we currently are authorized by our
Articles to issue consists of 40,000,000 Common Shares, par value $.10 per share
("Common Shares"), and 1,000,000 Preferred Shares, par value $.10 per share
("Preferred Shares").
The holders of Common Shares are entitled to one vote per share for
each share held of record by them on all matters submitted to a vote of
shareholders. In the election of directors there is cumulative voting, which
means that a holder of Common Shares may multiply the number of votes that such
shareholder is entitled to cast by the total number of directors to be elected
at a meeting of shareholders and may cast the whole number of such votes for one
candidate or may distribute them among some or all of the candidates. Subject to
possible superior rights of any series of Preferred Shares that may be issued,
holders of Common Shares are entitled to receive such dividends per share as may
be declared by our Board of Directors on the Common Shares, and in the event of
a liquidation or dissolution of Hunt Corporation, are entitled to share pro-rata
in all our remaining assets and funds after our liabilities have been satisfied
or provided for. Holders of Common Shares have no preemptive rights to purchase
Common Shares or other securities which may be issued by us and no right to
convert their Common Shares into any other securities. Further, Common Shares
are not subject to future calls for payments or assessments by us and are not
redeemable either by holders or by us.
By resolution of our Board of Directors and without any further vote or
action by the shareholders, we may issue up to the number of Preferred Shares
authorized by our Articles in one or more classes or series and may fix the
designations, preferences, restrictions and special or relative rights of the
shares of each such class or series. This ability to issue Preferred Shares,
while providing us flexibility in connection with possible acquisitions and for
other corporate purposes, could adversely affect the voting power of holders of
Common Shares and could have the effect of making it more difficult for a person
or group to acquire, or of discouraging a person or group from seeking to
acquire, control of the Company. (The Rights to purchase Series A Participating
Preferred Stock (the "Rights") which were attached to the Common Shares pursuant
to our 1990 Rights Plan expired, as did the Rights Plan itself, on December 31,
2000. Accordingly, the Rights will no longer be registered under the Exchange
-2-
Act or listed on the New York Stock Exchange, and the 50,000 shares of our
Series A Preferred Stock which were authorized in 1990 for possible issuance
upon exercise of the Rights have ceased to be a series of Preferred Shares which
the Company is authorized to issue.)
In addition, certain provisions of our Articles and By-laws and of the
PaBCL could have the effect of making it more difficult for a person or group to
acquire, or of discouraging a person or group from seeking to acquire, control
of Hunt Corporation. Included among these are the following:
Our Articles and By-laws provide for a classified Board of Directors
consisting of three classes of directors as nearly equal in size as the then
authorized number of directors constituting our Board of Directors permits. At
each annual meeting of shareholders, the class of directors to be elected at
such meeting is elected for a three-year term, and the directors in the other
two classes continue in office. Each class of directors holds office until the
date of the third annual meeting for the election of directors following the
annual meeting at which such director was elected. As a result, approximately
one-third of our Board of Directors is elected each year. Our Articles further
provide, with certain exceptions, that: (i) directors may be removed, with or
without cause, only upon the affirmative vote of at least 70% of all securities
of Hunt Corporation entitled to vote in the election of directors, and (ii) no
director may be removed unless the entire class of which the director is a
member is removed in any case where the votes cast against such director's
removal represent a number of shares sufficient, if cumulatively voted at an
annual election of directors, to elect one or more directors to the class of
which such director is a member. Our classified Board and the limitations on
shareholders' rights to remove directors could make it more difficult for a
potential acquirer to gain control of our Board. Further, our By-laws, as
recently amended, require that specific advance notice be given to the Company
in order for a shareholder to nominate a person or persons for election as a
director of the Company or for making other proposals for action at any annual
or special meeting of shareholders.
Our By-laws also essentially limit the personal liability of our
directors for monetary damages for any act or omission as a director to the
fullest extent permitted under the terms of the Pennsylvania Directors'
Liability Act, as it may be amended, or under any applicable Pennsylvania
statute thereafter enacted. This provision may prevent us and our shareholders
(through shareholder derivative suits on behalf of Hunt Corporation) from
recovering monetary damages against our directors for breaches of or failures to
perform their duties as directors, including breaches or failures in an
anti-takeover context and/or resulting from grossly negligent conduct. This
provision does not, however, exonerate directors from liability: (i) under any
criminal statute, (ii) for the payment of taxes under federal, state or local
law, or (iii) for self-dealing, willful misconduct or recklessness. Our By-laws
further provide for broad indemnification by us of our officers and directors
against liabilities, essentially to the fullest extent permitted by applicable
law.
Our Articles prohibit us, with certain exceptions, from entering into
certain types of transacations (including a dissolution of the company; or a
merger with, or a sale of all substantially all of our assets or any of our
voting securities to, a person, entity or group beneficially owning 5% or more
of our outstanding voting securities (a "Related Person")) unless approved by
-3-
the affirmative vote of the holders of at least 70% of our voting securities or
by a majority of our directors in office who were elected at our 1982 Annual
Meeting and other directors in office who were duly elected prior to the time
the person, entity or group became a Related Person.
Subchapter E - Control Transactions - of the PaBCL (15 Pa. C.S. ss.ss.
2541-2548) essentially provides that, subject to certain exceptions, if a
person, entity or group (a "controlling person or group") acquires voting power
over our voting shares that would entitle the controlling person or group to
cast at least 20% of the votes that all our shareholders would be entitled to
cast in an election of directors (a "control transaction"), then: (i) prompt
notice of such control transaction must be given to the other holders of our
voting shares; and (ii) any such holders who object to the control transaction
and comply with specified procedures may demand that the controlling person or
group purchase such objecting holders' voting shares for "fair value".
Subchapter F - Business Combinations - of the PaBCL (15 Pa. C.S. ss.ss.
2551-2556) essentially prohibits us from engaging in any merger or other
business combination with an "interested shareholder" unless: (i) the business
combination or the acquisition of shares in which a shareholder becomes an
interested shareholder is approved by our Board of Directors before the
shareholder becomes an interested shareholder, (ii) the interested shareholder
beneficially owns at least 80% of our outstanding voting shares and the business
combination satisfies certain "fair price" criteria and is approved by the
holders of a majority of our remaining shares, or (iii) the holders of a
majority of our voting shares (excluding those held by the interested
shareholder unless the fair price criteria are satisfied) approves the business
combination at a meeting held no earlier than five years after the interested
shareholder's acquisition date. An "interested shareholder" is any beneficial
owner of 20% or more of our voting shares, (or of those of an affiliated
corporation) who was at any time within the five-year period prior to the date
in question a beneficial owner of 20% or more of our voting shares.
We have exercised our right to elect not to be subject to certain
anti-takeover provisions of the PaBCL, including: (i) Subchapter G, the "control
share" provision, which limits the voting power of a shareholder owning 20% or
more of a corporation's voting stock, and (ii) Subchapter H, the "disgorgement"
provision, which permits a corporation to recover profits resulting from the
sale of shares in certain situations, including those in which a person or group
attempts to acquire at least 20% of the corporation's voting shares.
In addition, our Articles and the PaBCL expressly permit our directors
to consider the interests of constituencies other than our shareholders, such as
employees, suppliers, customers and the community, and other factors in
determining whether to approve corporate transactions such as a takeover of the
company and otherwise in discharging their duties as directors.
-4-
Item 2. Exhibits.
1. Restated Articles of Incorporation (incorp. by ref. to Ex. 3(a)
to Registrant's Form 8-K filed with the SEC in January, 2001).
2. By-laws, as amended (incorp. by ref. to Ex. 3(b) to Registrant's
Form 8-K filed with the SEC in January, 2001).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securites Exchange
Act of 1934, as amended, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized.
HUNT CORPORATION
Date: January 30, 2001 By /s/ William E. Chandler
-------------------------------
William E. Chandler
Senior Vice President, Finance
-5-