As filed with the Securities and Exchange Commission on November 10, 1997
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
MT INVESTORS INC.
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(Exact name of registrant as specified in its charter)
Delaware 13-3668641
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(State of incorporation or (I.R.S. Employer Identification
organization) No.)
Im Langacher
P.O. Box MT-100
CH 8606 Greifensee, Switzerland
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on
to be so registered which each class is to be registered
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Common Stock, $.01 par New York Stock Exchange
value per share
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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. |_|
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
Item 1. Description of the Registrant's Securities to be Registered.
This Registration Statement relates to the common stock, par
value $.01 per share (the "Common Stock"), of MT Investors Inc. (the
"Registrant"). Reference is made to the information set forth under
the caption "Description of Capital Stock" in the Preliminary
Prospectus constituting a part of the Registration Statement on Form
S-1 filed by the Registrant with the Securities and Exchange
Commission (the "Commission") on September 15, 1997 (Registration No.
333-35597), as amended by Amendment No. 1 to the Registration
Statement on Form S-1 dated October 6, 1997 and Amendment No. 2 to the
Registration Statement on Form S-1 dated October 21, 1997, which
information is incorporated herein by reference.
Item 2. Exhibits.*
The securities described herein are to be registered on the
New York Stock Exchange, Inc. (the "NYSE"), on which no other
securities of the Registrant are registered. Accordingly, except as
otherwise indicated, the following exhibits required in accordance
with Part II to the Instructions as to exhibits on Form 8-A have been
or will be duly filed with the NYSE.
1. Registration Statement on Form S-1 filed by the Registrant with the
Commission on September 15, 1997 (Registration No. 333-35597), as
amended by Amendment No. 1 to the Registration Statement on Form S-1
dated October 6, 1997 and Amendment No. 2 to the Registration
Statement on Form S-1 dated October 21, 1997 (the "Form S-1
Registration Statement").
**2. Form of Amended and Restated Certificate of Incorporation of
the Registrant (incorporated by reference to Exhibit 3.1 to
the Form S-1 Registration Statement).
**3. Form of By-Laws of the Registrant (incorporated by reference
to Exhibit 3.2 to the Form S-1 Registration Statement).
**4. Specimen Form of Registrant's Common Stock Certificate
(incorporated by reference to Exhibit 4.3 to the Form S-1
Registration Statement).
[FN]
* The Registrant has not previously filed annual reports
pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), or proxy or
information statements pursuant to Section 14 of the
Exchange Act. The Registrant has not previously submitted an
annual report to its stockholders.
** To be filed by amendment.
</FN>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized.
Date: October 17, 1997
MT INVESTORS
By: /s/William P. Donnelly
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Name: William P. Donnelly
Title: Vice President, Chief Financial
Officer, Treasurer and
Assistant Secretary
EXHIBIT INDEX*
ITEM
NUMBER DESCRIPTION
1. Registration Statement on Form S-1 filed by the Registrant
with the Commission on September 15, 1997 (Registration No.
333-35597), as amended by Amendment No.1 to the Registration
Statement on Form S-1 dated October 6, 1997 and Amendment
No. 2 to the Registration Statement on Form S-1 dated
October 21, 1997 (the "Form S-1 Registration Statement").
**2. Form of Amended and Restated Certificate of Incorporation of
MT Investors Inc. (incorporated by reference to Exhibit 3.1
to the Form S-1 Registration Statement).
**3. Form of By-Laws of the Registrant (incorporated by reference
to Exhibit 3.2 to the Form S-1 Registration Statement).
**4. Specimen Form of Registrant's Common Stock Certificate
(incorporated by reference to Exhibit 4.3 to the Form S-1
Registration Statement).
[FN]
* The Registrant has not previously filed annual reports
pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), or proxy or
information statements pursuant to Section 14 of the
Exchange Act. The Registrant has not previously submitted an
annual report to its stockholders.
** To be filed by amendment.
</FN>
