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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 16, 2000
BRUSH ENGINEERED MATERIALS INC.
(Exact name of registrant as specified in its charter)
Ohio 333-95917 34-1919973
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
17876 St. Clair Avenue, Cleveland, Ohio 44110
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (216) 486-4200
N/A
(Former name or former address, if changed since last report)
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Item 1. Change in Control.
Pursuant to an Agreement of Merger, Brush Merger Co., an Ohio
corporation, merged with and into Brush Wellman Inc., an Ohio corporation
("Brush"), with Brush being the surviving corporation (the "Merger"). In
connection with the Merger, each outstanding share of Brush's common stock, par
value $1.00 per share (a "Brush Common Share"), other than Brush Common Shares
with respect to which dissenters' rights were exercised, was converted into one
share of common stock (a "Common Share") of Brush Engineered Materials Inc., an
Ohio corporation (the "Company"), with the result that the Company, formerly a
subsidiary of Brush, is the publicly held corporation and Brush is a
wholly-owned subsidiary of the Company. Except for one holder of two Brush
Common Shares, as to which dissenters' rights were exercised, the shareholders
of Brush immediately prior to the Merger were the shareholders of the Company
immediately after the Merger.
The Merger was effective on May 16, 2000. The Common Shares are deemed
to be registered under Section 12(g) of the Securities Exchange Act of 1934, as
amended, pursuant to Rule 12g-3(a) promulgated thereunder.
Item 5. Other Events.
A. Adoption of Rights Plan
On May 10, 2000, the Company declared a dividend distribution of one
right (a "Right") for each Common Share outstanding as of the close of business
on May 16, 2000 (the "Record Date"), pursuant to the terms of a Rights
Agreement, dated as of May 10, 2000 (the "Rights Agreement"), between the
Company and National City Bank, N.A., as the Rights Agent. Each Right entitles
the registered holder to purchase from the Company one one-hundredth of a share
of Series A Junior Participating Preferred Stock, without par value (a
"Preferred Share"), of the Company at a price of $110.00 per one one-hundredth
of a Preferred Share, subject to adjustment. The Rights Agreement also provides,
subject to specified exceptions and limitations, that Common Shares issued or
delivered from the Company's treasury after the Record Date will be entitled to
and accompanied by Rights. The Rights are in all respects subject to and
governed by the provisions of the Rights Agreement, a copy of which (including
all exhibits thereto) is filed as Exhibit 4(a) hereto and incorporated herein by
this reference. A summary description of the Rights is set forth in Exhibit C to
the Rights Agreement.
B. Press Release
On May 16, 2000, Brush Engineered Materials Inc. distributed the press
release that is filed as an exhibit hereto and is incorporated herein by
reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Exhibit Description of Document
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2 Agreement of Merger, dated as of May 16, 2000, by and among Brush
Merger Co., Brush Wellman Inc. and Brush Engineered Materials Inc.
(filed as Annex A to the Registration Statement on Form S-4 filed by
the Company on February 1, 2000, Registration No. 333-95917),
incorporated herein by reference.
3(a) Amended and Restated Articles of Incorporation of Brush Engineered
Materials Inc. (filed as Annex B to the Registration Statement on Form
S-4 filed by the Company on February 1, 2000, Registration No.
333-95917), incorporated herein by reference.
3(b) Amended and Restated Code of Regulations of Brush Engineered Materials
Inc. (filed as Exhibit 4(b) to the Current Report on
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Form 8-K filed by Brush Wellman Inc. on May 16, 2000), incorporated
herein by reference.
4(a) Rights Agreement, dated as of May 10, 2000, by and between Brush
Engineered Materials Inc. and National City Bank, N.A., as Rights
Agent.
4(b) Form of Temporary Stock Certificate for shares of Common Stock of
Brush Engineered Materials Inc.
99 Press Release of Brush Engineered Materials Inc., dated May 16, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BRUSH ENGINEERED MATERIALS INC.
By: /s/ Michael C. Hasychak
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Michael C. Hasychak
Secretary
Date: May 16, 2000
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EXHIBIT INDEX
Exhibit Description of Exhibit
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2 Agreement of Merger, dated as of May 16, 2000, by and among Brush
Merger Co., Brush Wellman Inc. and Brush Engineered Materials Inc.
(filed as Annex A to the Registration Statement on Form S-4 filed by
the Company on February 1, 2000, Registration No. 333-95917),
incorporated herein by reference.
3(a) Amended and Restated Articles of Incorporation of Brush Engineered
Materials Inc. (filed as Annex B to the Registration Statement on Form
S-4 filed by the Company on February 1, 2000, Registration No.
333-95917), incorporated herein by reference.
3(b) Amended and Restated Code of Regulations of Brush Engineered Materials
Inc. (filed as Exhibit 4(b) to the Current Report on Form 8-K filed by
Brush Wellman Inc. on May 16, 2000), incorporated herein by reference.
4(a) Rights Agreement, dated as of May 10, 2000, by and between Brush
Engineered Materials Inc. and National City Bank, N.A., as Rights
Agent.
4(b) Form of Temporary Stock Certificate for shares of Common Stock of
Brush Engineered Materials Inc.
99 Press Release of Brush Engineered Materials Inc., dated May 16, 2000.