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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
HUBBELL INCORPORATED
(Exact name of registrant as specified in its charter)
Connecticut No. 06-0397030
(State of incorporation or organization) (IRS Employer Identification No.)
584 Derby Milford Road, Orange, Connecticut 06477-4024
(Address of principal executive offices) (Zip Code)
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
Series A Junior Participating
Preferred Share Purchase Rights New York Stock Exchange
Series B Junior Participating
Preferred Share Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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Item 1. Description of Securities to be Registered.
On December 9, 1998, the Board of Directors of Hubbell
Incorporated (the "Company") declared a dividend of (i) one preferred share
purchase right (a "Class A Right") on each outstanding share of Class A common
stock, $0.01 par value per share (the "Class A Common Stock"), of the Company to
stockholders of record as of the close of business on December 21, 1998, each
Class A Right representing the right to purchase one one-thousandth (subject to
adjustment) of a share of the Series A Junior Participating Preferred Stock, par
value $10.00 per share (the "Series A Preferred Stock"), of the Company and (ii)
one preferred share purchase right (a "Class B Right" and, collectively with
Class A Rights, the "Rights") on each outstanding share of Class B common stock,
$0.01 par value per share (the "Series B Common Stock" and, collectively with
the Class A Common Stock, the "Common Stock"), of the Company to stockholders
of record as of December 21, 1998, each Class B Right representing the
right to purchase one one-thousandth (subject to adjustment) of a share of
the Series B Junior Participating Preferred Stock, par value $10.00
per share (the "Series B Preferred Stock and, collectively with the
Series A Preferred Stock, the "Preferred Stock"), of the Company. The
Class A Common Stock and the Class B Common Stock are sometimes hereinafter
referred to collectively as the "Common Stock".
Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons (with
certain exceptions, an "Acquiring Person") have acquired beneficial ownership of
20% or more of the outstanding shares of Class A Common Stock and (ii) 10
business days (or such later date as may be determined by action of the Board of
Directors prior to such time as any person or group of affiliated persons
becomes an Acquiring Person) following the commencement of, or announcement of
an intention to make, a tender offer (other than a "permitted tender offer" (as
such term is described below)) or exchange offer the consummation of which would
result in the beneficial ownership by a person or group of 20% or more of the
outstanding shares of Class A Common Stock (the earlier of such dates being
called the "Distribution Date"), the Rights will be evidenced, with respect to
any of the Common Stock certificates outstanding as of the Record Date, by such
Common Stock certificate together with a summary of the Rights.
Initially, the Roche Trust and the Hubbell Trust
(collectively, the "Trusts") will not be deemed Acquiring Persons even if either
Trust or both Trusts own over 20% of the Class A Common Stock. This
"grandfathering" protection would be extended to purchases by either Trust from
the other Trust of any or all shares held by the other Trust as of December 9,
1998. If either Trust purchases Common Stock from a person other than the other
Trust, the Trust purchasing such shares will lose its right to buy shares from
the other Trust without becoming an Acquiring Person. The Trust which did not
purchase shares in the open market may continue to purchase shares from the
Trust that did purchase shares in the open market; provided that the shares
purchased do not exceed the number of shares held by the selling Trust as of
December 9, 1998.
A person or group of affiliated persons will be deemed to make
a "permitted tender offer" if such person or group of affiliated persons makes a
fully-financed, all-cash tender offer for all outstanding shares of both Class A
Common Stock and Class B Common Stock at
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the same price per share for each class that is accepted, or is conditioned upon
the acceptance, by holders of at least two-thirds of each of the Class A Common
Stock and Class B Common Stock (other than those shares held by the person
making the tender offer).
The Rights Agreement provides that, until the Distribution
Date (or earlier redemption or expiration of the Rights), the Rights will be
transferred with and only with the Common Stock. Until the Distribution Date (or
earlier redemption or expiration of the Rights), new Common Stock certificates
issued after the Record Date upon transfer or new issuances of Common Stock will
contain a notation incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the Rights), the
surrender for transfer of any certificates for shares of Common Stock
outstanding as of the Record Date, even without such notation or a copy of the
summary of Rights, will also constitute the transfer of the Rights associated
with the shares of Common Stock represented by such certificate registered in
the names of the holders thereof, and transferable only in connection with the
transfer of Common Stock. As soon as practicable after the Distribution Date,
the Company will prepare and execute, the Rights Agent will countersign and the
Company will send or cause to be sent (and the Rights Agent will, if requested,
send) separate certificates evidencing the Class A Rights ("Class A Right
Certificates") and Class B Rights ("Class B Right Certificates") by first-class,
insured, postage-prepaid mail, to each holder of record of Class A Common Stock
and Class B Common Stock respectively, other than by any Acquiring Person or any
Associate or Affiliate of an Acquiring Person, as of the close of business on
the Distribution Date, at the address of such holder shown on the records of the
Company and in substantially the form of Exhibits C and D to the Rights
Agreement. As of the Distribution Date, such separate Right Certificates alone
will evidence the Rights.
The Rights are not exercisable until the Distribution Date.
The Rights will expire on December 31, 2008 (the "Expiration Date"), unless the
Expiration Date is extended or unless the Rights are earlier redeemed or
exchanged by the Company, in each case as described below and in the Rights
Agreement.
The Purchase Price payable, and the number of one
one-thousandths of a share of Series A Preferred Stock or Series B Preferred
Stock or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Preferred Stock, (ii) upon the grant to holders of the Series A Preferred Stock
or Series B Preferred Stock of certain rights or warrants to subscribe for or
purchase Series A Preferred Stock or Series B Preferred Stock at a price, or
securities convertible into Series A Preferred Stock or Series B Preferred Stock
with a conversion price, less than the then-current market price of the Series A
Preferred Stock or Series B Preferred Stock or (iii) upon the distribution to
holders of the Series A Preferred Stock or Series B Preferred Stock of evidences
of indebtedness or assets (excluding regular periodic cash dividends or
dividends payable in Series A Preferred Stock or Series B Preferred Stock) or of
subscription rights or warrants (other than those referred to above).
The number of outstanding Rights are also subject to
adjustment in the event of a stock split of the Common Stock or a stock dividend
on the Common Stock payable in shares of
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Common Stock or subdivisions, consolidations or combinations of the Common Stock
occurring, in any such case, prior to the Distribution Date.
Shares of Series A Preferred Stock or Series B Preferred Stock
purchasable upon exercise of the Rights will not be redeemable. Each share of
Series A Preferred Stock or Series B Preferred Stock will be entitled, when, as
and if declared, to a minimum preferential quarterly dividend payment of $10.00
per share but will be entitled to an aggregate dividend of 1,000 times the
dividend declared per share of Common Stock. In the event of liquidation, the
holders of the Series A Preferred Stock or Series B Preferred Stock will be
entitled to a minimum preferential liquidation payment of $100 per share (plus
any accrued but unpaid dividends) but will be entitled to an aggregate payment
of 1,000 times the payment made per share of Class A Common Stock or Class B
Common Stock, respectively. Each share of Series A Preferred Stock will have
20,000 votes and each share of Series B Preferred Stock will have 1,000 votes,
voting together with the Common Stock. Finally, in the event of any merger,
consolidation, transfer of assets or earning power or other transaction in which
shares of Common Stock are converted or exchanged, each share of Series A
Preferred Stock or Series B Preferred Stock will be entitled to receive 1,000
times the amount received per share of Common Stock. These rights are protected
by customary antidilution provisions.
Because of the nature of the Series A Preferred Stock's and
Series B Preferred Stock's dividend, liquidation and voting rights, the value of
the one one-thousandth interest in a share of Series A Preferred Stock and
Series B Preferred Stock, respectively, purchasable upon exercise of each Class
A Right and Class B Right, respectively, should approximate the value of one
share of Class A Common Stock and Class B Common Stock, respectively.
In the event that any person or group of affiliated or
associated persons becomes an Acquiring Person, each holder of a Right, other
than Rights beneficially owned by the Acquiring Person (which will thereupon
become void), will thereafter have the right to receive, upon exercise of a
Right at the then current exercise price of the Right, that number of shares of
Common Stock having a market value of two times the exercise price of the Right.
In the event that, after a person or group has become an
Acquiring Person, the Company shall consolidate or merge with any other Person
or enter into any other business combination transaction, or 50% or more of the
consolidated assets or earning power of the Company or one or more of its
Subsidiaries (taken as a whole) are sold, then upon the first occurrence of such
event, proper provision will be made so that each holder of a Right (other than
Rights beneficially owned by an Acquiring Person which will have become void)
will thereafter have the right to receive, upon the exercise thereof at the then
current exercise price of the Right, that number of shares of common stock of
the person with whom the Company has engaged in the foregoing transaction (or
its parent), which number of shares at the time of such transaction will have a
market value of two times the exercise price of the Right.
At any time after any person or group becomes an Acquiring
Person and prior to the acquisition by such person or group of 50% or more of
either the outstanding shares of Common Stock, the outstanding shares of Class A
Common Stock or the occurrence of an event described in the prior paragraph, the
Board of Directors of the Company may exchange the
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Rights (other than Rights owned by such person or group which will have become
void), in whole or in part, for shares of Class A Common Stock or Class B Common
Stock, as the case may be, or Series A Preferred Stock or Series B Preferred
Stock, as the case may be, (or a series of the Company's preferred stock having
equivalent rights, preferences and privileges), at an exchange ratio of one
share of Class A Common Stock or Class B Common Stock, as the case may be, or
one one-thousandth of a share of Series A Preferred Stock or Series B Preferred
Stock, as the case may be (or of a share of a class or series of the Company's
preferred stock having equivalent rights, preferences and privileges), per Class
A Right or Class B Right, as the case may be, (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an adjustment of at least
1% in such Purchase Price. No fractional shares of Preferred Stock or Common
Stock will be issued (other than fractions of Preferred Stock which are integral
multiples of one one-thousandth of a share of Preferred Stock, which may, at the
election of the Company, be evidenced by depositary receipts) and in lieu
thereof, an adjustment in cash will be made based on the market price of the
Series A Preferred Stock or Series B Preferred Stock, as the case may be, or the
Class A Common Stock or Class B Common Stock on the last trading day prior to
the date of exercise.
At any time prior to the time an Acquiring Person becomes
such, the Board of Directors of the Company may redeem the Rights in whole, but
not in part, at a price of $.01 per Right (the "Redemption Price"). The
redemption of the Rights may be made effective at such time, on such basis and
with such conditions as the Board of Directors in its sole discretion may
establish. Immediately upon any redemption of the Rights, the right to exercise
the Rights will terminate and the only right of the holders of Rights will be to
receive the Redemption Price.
For so long as the Rights are redeemable, the Company may,
except with respect to the Redemption Price, amend the Rights Agreement in any
manner. After the Rights are no longer redeemable, the Company may, except with
respect to the Redemption Price, amend the Rights Agreement in any manner that
does not adversely affect the interests of the holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without limitation,
the right to vote or to receive dividends.
The Rights Agreement, dated as of December 9, 1998, between
the Company and ChaseMellon Shareholder Services, L.L.C. as Rights Agent,
specifying the terms of the Rights is attached hereto as an exhibit and is
incorporated herein by reference. The foregoing description of the Rights is
qualified by reference to such exhibit. Details of the Rights are contained in a
summary, the form of which is attached as Exhibit E to the Rights Agreement,
which will be mailed to the Company's stockholders of record as of December 21,
1998.
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Item 2. Exhibit.
1. Rights Agreement dated as of December 9,1998 between the Company
and ChaseMellon Shareholder Services, L.L.C., which includes the
form of Certificate of Amendment with respect to Series A Junior
Participating Preferred Stock as Exhibit A, the form of
Certificate of Amendment with respect to Series B Junior
Participating Preferred Stock as Exhibit B, the form of Class A
Right Certificate as Exhibit C, the form of Class B Right
Certificate as Exhibit D, and the Summary of Rights to Purchase
Shares of Preferred Stock of Hubbell Incorporated as Exhibit E.
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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, thereunto duly authorized.
HUBBELL INCORPORATED
Dated: December 17, 1998 By /s/ Richard W. Davies
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Name: Richard W. Davies
Title: Vice President, General Counsel
and Secretary
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Exhibit.
1. Rights Agreement dated as of December 9,1998 between the Company
and ChaseMellon Shareholder Services, L.L.C., which includes the
form of Certificate of Amendment with respect to Series A Junior
Participating Preferred Stock as Exhibit A, the form of
Certificate of Amendment with respect to Series B Junior
Participating Preferred Stock as Exhibit B, the form of Class A
Right Certificate as Exhibit C, the form of Class B Right
Certificate as Exhibit D, and the Summary of Rights to Purchase
Shares of Preferred Stock of Hubbell Incorporated as Exhibit E.