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
COMMERCIAL INTERTECH CORP.
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(Exact name of registrant as specified in its charter)
Ohio 34-0159880
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
1775 Logan Avenue, Youngstown, Ohio 44501-0239
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(Address of principal executive offices) (Zip Code)
If this Form relates to the If this Form relates to the
registration of a class of securities registration of a class of
pursuant to Section 12(b) of The securities pursuant to Section
Exchange Act and is effective 12(g) of The Exchange Act and is
pursuant to General Instruction effective pursuant to General
A.(c), please check the following Instruction A.(d), please check
box. [X] the following box. [ ]
Securities Act registration statement file number to which this form relates:
N/A
Securities to be registered pursuant to Section 12(b) of the Act:
Common Stock Purchase Rights
Securities to be registered pursuant to Section 12(g) of the Act.
None
Item 1. Description of Registrant's Securities to be Registered.
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On November 17, 1999, the Board of Directors of Commercial Intertech Corp.
(the "Company") declared a dividend of one Right for each outstanding share of
common stock (a "Right"), par value $1.00 per share (the "Common Shares"), of
the Company. The dividend is payable on December 8, 1999 (the "Record Date") to
the shareholders of record on that date. Each Right entitles the registered
holder to purchase from the Company one Common Share of the Company at a price
of $60.00 per Common Share (the "Purchase Price"), subject to adjustment. The
Purchase Price was established by the Company's Board of Directors after
consultations with, and recommendations by, its financial advisor. Customary
factors considered by the Company's Board of Directors in determining the
Purchase Price included, without limitation, implied ranges of future stock
prices for the Company based upon potential and projected growth rates over a
ten-year period, and exercise prices (as a multiple of stock prices) set by
other companies adopting similar rights plans. The Purchase Price does not
reflect the Board's view of the current value of the Company.
The description and terms of the Rights are set forth in a Rights Agreement
(the "Rights Agreement") between the Company and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent (the "Rights Agent").
Until the earlier of (i) the close of business on the tenth day after the
first public announcement that a person or group of affiliated or associated
persons have acquired beneficial ownership of 20% or more of the outstanding
Common Shares (an "Acquiring Person"), or (ii) the close of business on the
tenth day (or such later date as may be determined by action of the Company's
Board of Directors prior to such time as any Person becomes an Acquiring
Person) following the commencement of, or announcement of an intention to make,
a tender offer or exchange offer the consummation of which would result in the
beneficial ownership by such person or group of 20% or more of such outstanding
Common Shares (the earlier of such dates being called the "Distribution Date"),
the Rights will be evidenced by the Common Share certificates, will be
transferable only by the transfer of the Common Shares associated with such
Rights and any transfer of the Common Shares (including a transfer to the
Company) will constitute a transfer of the Rights. As described below, after a
person or group becomes an Acquiring Person, the Rights may not be redeemed and
may be amended only in limited circumstances.
Until the Distribution Date (or earlier redemption or expiration of the
Rights), new Common Share certificates issued after the Record Date, upon
transfer or new issuance of Common Shares, will contain a legend 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 Common Shares outstanding as of the Record Date, even without
such notation will also constitute the transfer of the Rights associated with
the Common Shares represented by such certificate. As soon as practicable
following the Distribution Date, separate certificates evidencing the Rights
("Rights Certificates") will be mailed to holders of record of the Common Shares
as of the close of business on the Distribution Date and such separate Rights
Certificates alone will evidence the Rights.
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The Rights are not exercisable for Common Shares until a person, entity or
group becomes an Acquiring Person. The Rights will expire on November 23, 2009
(the "Final Expiration Date"), unless the Final Expiration Date is extended or
unless the Rights are redeemed earlier by the Company, in each case, as
described below.
If a person or group of affiliated or associated persons becomes an
Acquiring Person, each holder of a Right (other than those described in the next
sentence) will thereafter have the right to receive, upon exercise, Common
Shares (or, in certain circumstances, cash, property or other securities of the
Company) having a value equal to two times the Purchase Price of the Right. All
Rights that are, or (under certain circumstances specified in the Rights
Agreement) were, beneficially owned by any Acquiring Person will be void.
At any time after the first date of public announcement by the Company or
an Acquiring Person than an Acquiring Person has become such, if (i) the Company
is the surviving corporation in a merger with any other company or entity, (ii)
the Company is acquired in a merger or other business combination transaction,
(iii) 50% or more of the Company's consolidated assets or earning power are sold
or (iv) an Acquiring Person engages in certain "self-dealing" transactions with
the Company, each holder of an outstanding Right (other than those whose Rights
have become void) will thereafter have the right to receive, upon the exercise
thereof at the then current Purchase Price of the Right, that number of shares
of common stock of the surviving or acquiring company which at the time of such
transaction will have a market value of two times the Purchase Price of such
Right.
At any time after a person or group becomes an Acquiring Person and prior
to the acquisition by such person or group of 50% or more of the outstanding
Common Shares, the Board of Directors of the Company may exchange the Rights
(other than Rights owned by an Acquiring Person which have become void), in
whole or in part, without any additional payment, for Common Shares at an
exchange ratio of one Common Share (or cash, debt securities of the Company or
other assets having a market price of one Common Share), per Right (subject to
adjustment).
Rights surrendered for exercise must be accompanied by payment to the
Company of the then current aggregate Purchase Price by wire transfer, certified
check, cashier's check or money order. Some holders of Rights may find that the
level of the Purchase Price precludes them from exercising all or a portion of
their Rights. The Rights, however, will be separately tradeable from and after
the Distribution Date, should such holders wish to transfer their Rights. There
can be no assurance, however, that an active trading market for the Rights will
develop.
The Purchase Price payable, and the number of Common Shares 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 Common
Shares, (ii) upon the grant to holders of the Common Shares of certain rights,
options or warrants to subscribe for or purchase Common Shares at a price, or
securities convertible into Common Shares with a conversion price, less than the
then-current market price of the Common Shares or (iii) upon the distribution to
holders of the Common Shares
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of evidences of indebtedness or assets (excluding regular periodic cash
dividends or dividends payable in Common Shares) or of subscription rights or
warrants (other than those referred to above).
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 Common Shares will be issued and in lieu
thereof, an adjustment in cash will be made based on the market price of the
Common Shares on the last trading day prior to the date of exercise.
At any time prior to a person or group becoming an Acquiring Person, the
Board of Directors of the Company may redeem all, but not less than all, of the
Rights at a price of $.01 per Right (the "Redemption Price"). Under certain
circumstances set forth in the Rights Agreement, the decision to redeem shall
require the concurrence of a majority of the Continuing Directors. 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.
The term "Continuing Director" means any member of the Board of Directors
of the Company who was a member of the Board prior to the date of the Rights
Agreement, and any person who it subsequently elected to the Board if such
person is recommended or approved by a majority of the Continuing Directors, but
shall not include an Acquiring Person, or an affiliate or associate of an
Acquiring Person, or any representative of the foregoing entities.
Any of the provisions of the Rights may be amended by the Board of
Directors of the Company in order to cure any ambiguity or to make any other
changes which the Board deems necessary or desirable. However, after a person or
group becomes an Acquiring Person, any such amendment must not adversely affect
the interests of holders of Rights (excluding the interests of any Acquiring
Person) and shall require the concurrence of a majority of the Continuing
Directors.
A committee of independent directors of the Company (the "Independent
Directors Committee") will review the Rights Plan at least every three years
and, if a majority of the members of the Independent Directors Committee deems
it appropriate, may recommend a modification or termination of the Rights Plan.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.
The Rights have certain anti-takeover effects. The Rights should not,
however, interfere with any merger or business combination approved by the
Company's Board of Directors because the Rights may be redeemed by the Company
at the Redemption Price prior to the time that a person or group has acquired
beneficial ownership of 20% or more of the Common Shares. However, by causing
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Company's Board of Directors, the Rights may
interfere with certain acquisitions, including acquisitions that may offer a
premium over market price to some or all of the Company's shareholders. The
Company's Board of Directors has stated that
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the Rights are not intended to prevent an acquisition of the Company on terms
that are favorable and fair to all the Company's shareholders.
As of November 22, 1999, there were 16,480,951 Common Shares outstanding.
Each outstanding Common Share on December 8, 1999 will have one Right attached
thereto. Until the Distribution Date, the Company will issue one Right with each
Common Share that shall become outstanding so that all such shares will have
attached Rights.
Item 2. Exhibits.
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Exhibit
Number Description of Document
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1 Rights Agreement dated as of November 23, 1999 between Commercial
Intertech Corp. and ChaseMellon Shareholder Services, L.L.C. which
includes as Exhibit A the Form of Rights Certificate and as Exhibit B
the Summary of Rights to Purchase Common Shares. Pursuant to the
Rights Agreement, Rights Certificates will not be mailed until after
the Distribution Date.
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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.
COMMERCIAL INTERTECH CORP.
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(Registrant)
Dated: November 24, 1999 By: /s/ STEVEN J. HEWITT
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Steven J. Hewitt
Senior Vice President and Chief
Financial Officer
Index to Exhibits
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Exhibit No. Exhibit
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1 Rights Agreement dated as of November 23, 1999
between Commercial Intertech Corp. and ChaseMellon
Shareholder Services, L.L.C., which includes as
Exhibit A the Form of Rights Certificate and as Exhibit
B the Summary of Rights to Purchase Common Shares.
Pursuant to the Rights Agreement, Rights Certificates
will not be mailed until after the Distribution Date.