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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MOTIVEPOWER INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 82-0461010
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
TWO GATEWAY CENTER
PITTSBURGH, PA 15222
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(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
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COMMON STOCK, $.01 PAR VALUE NEW YORK STOCK EXCHANGE
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: [X]
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:
Not applicable
Securities to be registered pursuant to Section 12(g) of the Act: None.
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ITEM 1. DESCRIPTION OF THE REGISTRANT'S SECURITIES TO BE REGISTERED.
The holders of Common Stock are entitled to one vote per share on all
matters submitted to a vote of the shareholders of the Company. In addition,
such holders are entitled to receive ratably such dividends, if any, as may be
declared from time to time by the Board of Directors out of funds legally
available therefor, subject to the payment of preferential dividends with
respect to any Preferred Stock that from time to time may be outstanding. In the
event of the dissolution, liquidation or winding-up of the Company, the holders
of Common Stock are entitled to share ratably in all assets remaining after
payment of all liabilities of the Company and subject to the prior distribution
rights of the holders of any Preferred Stock that may be outstanding at that
time. The holders of Common Stock do not have cumulative voting rights or
preemptive or other rights to acquire or subscribe for additional shares of
Common Stock or other securities. All outstanding shares of Common Stock are,
and when issued, the shares of Common Stock offered hereby will be, fully paid
and nonassessable.
In addition to the Stockholders Rights Agreement adopted by the Company
(which is the subject of a separate Form 8-A filed by the Company), various
provisions of the Company's Articles of Incorporation ("Articles") and Bylaws
discussed below are intended to discourage, or may have the effect of
discouraging, certain types of coercive takeover practices and inadequate
takeover bids and to encourage persons seeking to acquire control of the Company
first to negotiate with the Company. The Company's management believes that the
foregoing measures provide benefits by enhancing the Company's potential ability
to negotiate with the proponent of an unfriendly or unsolicited proposal to take
over or restructure the Company that outweigh the disadvantages of discouraging
such proposals because, among other things, negotiation of such proposal could
result in an improvement of its terms.
The Company's Articles and Bylaws provide, in general, that (i) the
number of directors of the Company will be fixed within a specified range by a
majority of the total number of the Company directors then in office, (ii) the
directors of the Company in office from time to time are entitled to fill any
vacancy or newly created directorship on the Board, unless they allow the
shareholders to do so, with any new director to serve in the class of directors
to which he or she is so elected, (iii) directors of the Company may be removed
only for cause by the holders of at least 66-2/3% of the Company's voting stock,
(iv) shareholder action can be taken only at an annual or special meeting of
shareholders and not by written consent in lieu of a meeting, and (v) special
meetings of shareholders may be called only by the Chairman of the Board or by
the Secretary of the Company upon the written request of a majority of the total
number of directors of the Company then in office. The Company's Articles and
Bylaws also provide that the directors of the Company are to be classified into
three classes, with the directors in each class serving for three-year terms and
until their successors are elected.
The Bylaws also require that shareholders desiring to bring any
business before an annual meeting of shareholders deliver written notice thereof
to the Secretary of the Company not later than 60 days in advance of the meeting
of shareholders; provided, however, that in the event that
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the date of the meeting is not publicly announced by the Company more than 75
days prior to the meeting, to be timely notice by the shareholder must be
delivered to the Secretary of the Company not later than the close of business
on the tenth day following the day on which such announcement of the date of the
meeting was so communicated. The Bylaws further require that the notice by the
shareholder set forth a description of the business to be brought before the
meeting and the reasons for conducting such business at the meeting and certain
other information. The Bylaws also provide that the term of any director who is
also an officer of the Company will terminate automatically, without any further
action on the part of the Board or such director, upon the termination for any
reason of such director in his or her capacity as an officer of the Company.
The Bylaws also provide that nominations for election of directors by
the shareholders will be made by the Board or by any shareholder entitled to
vote in the election of directors generally. The Bylaws require that
shareholders intending to nominate candidates for election as directors deliver
written notice thereof to the Secretary of the Company not later than 60 days in
advance of the meeting of shareholders; provided, however, that in the event
that the date of the meeting is not publicly announced by the Company more than
75 days prior to the meeting, notice by the shareholders to be timely must be
delivered to the Secretary of the Company not later than the close of business
on the tenth day following the day on which such announcement of the date of the
meeting was so communicated.
The Company's Articles of Incorporation state that subchapters E, F, G
and H of the Pennsylvania Business Corporation Law of 1988, as amended (the
"PBCL") do not apply to the Company. Generally, these subchapters provide
special protections against acquisitions of publicly-held corporations subject
to the Exchange Act. In lieu of these provisions, the Company's Articles of
Incorporation incorporate the provisions of Section 203 of the Delaware General
Corporation Law.
ITEM 2. EXHIBITS.
Exhibit No. Description
1. Articles of Incorporation of the Company. (Included
as Appendix B to the Company's definitive proxy
statement filed with the Commission on March 19, 1999
and incorporated herein by reference).
2. Bylaws of the Company
3. Plan of Merger by and between MotivePower Industries,
Inc., a Delaware corporation, and the MotivePower
Industries Merger Subsidiary, Inc., a Pennsylvania
corporation. (Included as Appendix A to the Company's
definitive proxy statement filed with the Commission
on March 19, 1999 and incorporated herein by
reference.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and
Exchange Act of 1934, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
MOTIVEPOWER INDUSTRIES, INC.
By /s/ Jeannette Fisher-Garber
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Name: Jeannette Fisher-Garber
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Title: Vice President, General Counsel and Secretary
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Date: May 2, 1999
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