================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
BIW LIMITED
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
CONNECTICUT 04-3617838
- ---------------------------------------- ------------------------------------
(State of incorporation or organization) (I.R.S. Employer Identification No.)
230 Beaver Street
Ansonia, Connecticut 06401-0426
- ---------------------------------------- ----------------------
(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
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and is 12(g) of the Exchange Act and is
effective pursuant to General effective pursuant to General
Instruction A.(c), please check the Instruction A.(d), please check the
following box. [X] following box. [ ]
Securities Act registration statement file number to which
this form relates: 333-84508
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
-------------------------- ------------------------------
COMMON STOCK, NO PAR VALUE AMERICAN STOCK EXCHANGE
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
- --------------------------------------------------------------------------------
(Title of Class)
================================================================================
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The security being registered is the common stock, no par value (the "Common
Stock"), of BIW Limited, a Connecticut corporation (the "Company"). The
description of the Common Stock set forth in the Section captioned "Description
of BIW Limited Capital Stock," included in the Proxy Statement and Prospectus
contained in the Registration Statement on Amendment No. 2 to Form S-4 of the
Company, File No. 333-84508, filed with the Securities and Exchange Commission
on May 20, 2002 and declared effective by the Securities and Exchange Commission
on May 20, 2002 (the "S-4 Registration Statement"), is incorporated herein by
reference. A copy of the description of the Common Stock set forth in the
Section captioned "Description of BIW Limited Capital Stock" from the S-4
Registration Statement is also attached as Exhibit No. 5 to this Registration
Statement on Form 8-A pursuant to Rule 12b-32 of the Exchange Act.
ITEM 2. EXHIBITS.
EXHIBIT NO. DESCRIPTION
- ----------- -----------
1. Registration Statement of the Company on Amendment No. 2 to
Form S-4 (File No. 333-84508) filed May 20, 2002 and declared
effective by the Securities and Exchange Commission on May 20,
2000, incorporated by reference herein.
2. Certificate of Incorporation of the Company filed on March 13,
2002 incorporated by reference to Exhibit C to the Proxy
Statement and Prospectus included in the S-4 Registration
Statement.
3. Bylaws of the Company are incorporated by reference to Exhibit D
to the Proxy Statement and Prospectus included in the S-4
Registration Statement.
4. Specimen certificate of Common Stock.
5. The description of the Common Stock set forth in
the Section captioned "Description of BIW Capital
Stock" from the Proxy Statement and Prospectus
included in the S-4 Registration Statement.
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.
Date: June 28, 2002 BIW LIMITED
(Registrant)
By: /s/ John S. Tomac
-----------------------
John S. Tomac
President and Treasurer