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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
NEW ROCKWELL INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
(to be changed to ROCKWELL INTERNATIONAL CORPORATION)
Delaware 25-1797617
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
2201 Seal Beach Boulevard,
Seal Beach, California 90740-8250
(Address of principal (Zip Code)
executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class
to be so registered is to be registered
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Common Stock, par value $1 per New York and Pacific
share (including the Stock Exchanges
associated Preferred Share
Purchase Rights)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [ ]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a 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(g) of the Act:
Class A Common Stock, par value $1 per share
(including the associated Preferred Share Purchase
Rights)
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
Reference is made to the material under the caption "Description of New
Rockwell Capital Stock" on pages 105-115 of Registrant's Proxy
Statement-Prospectus (the "Proxy Statement-Prospectus") dated October 29, 1996,
a form of which is included as a part of Registrant's Registration Statement on
Form S-4 (File No. 333-14969). The material referred to in the Proxy
Statement-Prospectus is incorporated herein by reference.
Item 2. Exhibits.
Registrant's Common Stock, par value $1 per share (including the
associated Preferred Share Purchase Rights) is to be registered on an exchange
on which no other securities of Registrant are registered. Accordingly, pursuant
to Part II of the Instructions as to Exhibits on Form 8-A, Exhibits marked with
an asterisk (*) are not filed with, or incorporated by reference in, this
Registration Statement on Form 8-A filed with the Commission, but are filed with
each copy of this Registration Statement on Form 8-A filed with each such
exchange.
Exhibit A.* Registrant's Registration Statement on Form S-4 (File No.
333-14969).
Exhibit B. Certificate of Incorporation of Registrant is incorporated
herein by reference to Exhibit 3-a to Registrant's Registration Statement on
Form S-4 (File No. 333-14969).
Exhibit C. Form of Restated Certificate of Incorporation of Registrant
to be filed with the Secretary of State of the State of Delaware prior to the
Time of Contribution (as defined in the Proxy Statement-Prospectus) is
incorporated herein by reference to Exhibit 4-a to Registrant's Registration
Statement on Form S-4 (File No. 333-14969).
Exhibit D. By-Laws of Registrant are incorporated herein by reference
to Exhibit 3-b to Registrant's Registration Statement on Form S-4 (File No.
333-14969).
Exhibit E. Form of By-Laws of Registrant to be adopted by Registrant
prior to the Time of Contribution is incorporated herein by reference to Exhibit
4-b to Registrant's Registration Statement on Form S-4 (File No. 333-14969).
Exhibit F. Form of Rights Agreement to be entered into between
Registrant and ChaseMellon Shareholder Services, L.L.C., as rights agent, is
incorporated herein by reference to Exhibit 4-c to
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Registrant's Registration Statement on Form S-4 (File No. 333-14969).
Exhibit G.* Specimen certificate for Registrant's Common Stock, par
value $1 per share.
Exhibit H.* 1995 Annual Report to Shareowners of Rockwell International
Corporation.
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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.
NEW ROCKWELL INTERNATIONAL CORPORATION
(Registrant)
By /s/ William J. Calise, Jr.
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William J. Calise, Jr., Esq.
Senior Vice President,
General Counsel and Secretary
Dated: October 30, 1996
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