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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
RMI TITANIUM COMPANY
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(Exact name of registrant as specified in its charter)
Ohio 31-0875005
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(State of incorporation or organization) (IRS Employer
Identification No.)
1000 Warren Avenue, Niles, Ohio 44446
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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 registration of a class of
debt securities and is debt securities and is to
effective upon filing become effective
pursuant to General simultaneously with the
Instruction A(c)(1) please effectiveness of a
check the following box. [ ] concurrent registration
statement under the
Securities Act of 1933
pursuant to General
Instruction A(c)(2) please
check the following box. [ ]
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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Preferred Stock Purchase Rights New York Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
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Title of class
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Title of class
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ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
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On June 9, 1997, the Directors of RMI Titanium Company (the "Company")
declared a dividend distribution of one right (a "Right") for each share of
Common Stock, par value $.01 per share (the "Common Shares"), of the Company
outstanding at the close of business on June 19, 1997 (the "Record Date"),
pursuant to the terms of a Rights Agreement, dated as of June 9, 1997 (the
"Rights Agreement"), between the Company and ChaseMellon Shareholder Services,
LLC, as Rights Agent. 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 10.1 hereto and incorporated herein by this reference. A
summary description of the Rights is set forth in Exhibit C to the Rights
Agreement.
ITEM 2. EXHIBITS.
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Exhibit
Number Exhibit
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10.1 Rights Agreement (including a Certificate of
Adoption of Amendment to Amended Articles of
Incorporation as Exhibit A thereto, a Form
of Right Certificate as Exhibit B thereto
and a Summary of Rights to Purchase
Preferred Stock as Exhibit C thereto)
99.1 Form of letter to stockholders, dated June 19,
1997
99.2 Press release, dated June 10, 1997
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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, thereto duly authorized.
RMI TITANIUM COMPANY
By: /s/ Timothy G. Rupert
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Timothy G. Rupert
Executive Vice President
and Chief Financial Officer
Dated: June 10, 1997
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INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT
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10.1 Rights Agreement (including a Certificate of
Amendment to Amended Articles of Incorporation as
Exhibit A thereto, a Form of Right Certificate as
Exhibit B thereto and a Summary of Rights to
Purchase Preferred Stock as Exhibit C thereto)
99.1 Form of letter to stockholders, dated June 19,
1997
99.2 Press release, dated June 10, 1997