1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
THE GEON COMPANY
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 34-1730488
- ------------------------------------------ ---------------------------
(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
One Geon Center, Avon Lake, Ohio 44012 - 0122
- ------------------------------------------ ---------------------------
(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 securities
pursuant to section 12(b) of the pursuant to section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to general instruction pursuant to general instruction
A. (c), please check the following A. (d), please check the following
box. [X] box. [ ]
Securities Act registration statement file number to which this form relates:
N/A
----------------
(If applicable)
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
------------------- ------------------------------
Preferred Share New York Stock Exchange, Inc.
Purchase Rights
Securities to be registered pursuant to Section 12(g) of the Act:
None
2
Item 1. Description of Registrant's Securities to be Registered.
This form 8-A/A amends the form 8-A filed with the Commission on or
about May 27, 1993. On March 31, 1993, The Geon Company and The Bank of New
York, as Rights Agent, executed a Rights Agreement where the Geon Board of
Directors declared a dividend distribution which assigned to existing common
shareholders rights to purchase preferred shares upon various "triggering"
conditions. The Rights Agreement was designed to defend against hostile takeover
attempts and established a "triggering" threshold which activates the defense
mechanism when an "Acquiring Person" has acquired, or obtained the right to
acquire, beneficial ownership of 15% or more of the outstanding Common Shares.
On May 7, 2000, Geon entered into an Agreement and Plan of
Consolidation with M. A. Hanna Company, pursuant to which Geon, Hanna, and a
to-be-formed Ohio corporation (Newco) will consolidate. In order to facilitate
the consolidation, Geon amended the 1993 Rights Agreement so that the
consolidation will not "trigger" any of its anti-takeover defense mechanisms.
Additionally, Amendment No. 1 amends the definition of the "Expiration Date"
such that the Rights issued under the Agreement will terminate on the
consummation of the consolidation.
Item 2. Exhibits
(1) Amendment No. 1 to Rights Agreement
3
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, thereto duly authorized.
THE GEON COMPANY
Date: May 30, 2000 By: /s/ Gregory L. Rutman
Name: Gregory L. Rutman, Esq.
Title: Vice President, Chief Legal Officer
and Secretary