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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A/A
FOR SECURITIES OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
WATERLINK, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 34-1788678
(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
4100 Holiday Street, N.W., Suite 201
Canton, Ohio 44718-2532
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become effective
filing pursuant to General effectiveness of a concurrent
Instruction A(9c)(1) please check registration statement under the
the following box. [] 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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Common Stock, $.001 par value New York Stock Exchange, Inc.
Series 1 Preferred Stock Purchase Rights New York Stock Exchange, Inc.
Securities to be registered pursuant to Section 12(g) of the Act: Not Applicable
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Common Stock
A description of the Registrant's common stock, par value $.001 per
share, as set forth under the caption "Description of Capital Stock" contained
in Amendment No. 1 to Registrant's Registration Statement on Form S-1
(Registration No. 333-25249) as filed with the Securities and Exchange
Commission on May 23, 1997, (the "Form S-1") is hereby incorporated by
reference.
Series 1 Preferred Stock Purchase Rights
A description of the Registrants's Preferred Stock as set forth under
the caption "Description of Capital Stock -- Preferred Stock" in the Form S-1
and (ii) the Rights to purchase the Registrant's Series 1 Preferred Stock as set
forth under the caption "Description of Capital Stock -- Stockholder Rights
Plan" in the Form S-1, are hereby incorporated by reference.
ITEM 2. EXHIBITS
The following documents are being filed as exhibits to the registration
statement:
Exhibit Number Description
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**1 Amendment No. 1 to Registrant's Registration
Statement on Form S-1 (Registration No. 333-25249)
**2 Form of Fifth Amended and Restated Certificate of
Incorporation of the Registrant (incorporated by
reference from Exhibit 3.1 to the Form S-1)
**3 Form of Amended and Restated By-laws of the
Registrant (incorporated by reference from Exhibit
3.2 to the Form S-1)
**4 Form of Rights Agreement, dated as of May 23, 1997,
between the Registrant and American Stock Transfer &
Trust Company (incorporated by reference from Exhibit
4.1 to the Form S-1)
**5 Amended and Restated Registration Rights Agreement,
dated as of March 6, 1997, by and among the
Registrant, Brantley Venture Partners III, L.P.,
Theodore F. Savastano, River Cities Capital Fund
Limited Partnership, IPP95, L.P., Environmental
Opportunities Fund, L.P., Environmental Opportunities
Fund (Cayman), L.P., Brantley Capital Corporation and
National City Capital Corporation (incorporated by
reference from Exhibit 4.2 to the Form S-1)
**6 Registration Rights Agreement, dated as of January
31, 1996, between the Registrant and Mass Transfer
Systems, Inc. (incorporated by reference from Exhibit
4.3 to the Form S-1)
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**7 Registration Rights Agreement, dated as of April 26,
1996, between the Registrant and Lawrence A. Schmid
(incorporated by reference from Exhibit 4.4 to the
Form S-1)
**8 Registration Rights Agreement, dated as of September
30, 1996, between the Registrant, Lawrence Stenger,
Theresa Stenger, Ronald Jaworski, Christine Jaworski,
John Stenger, Dawn P. Stenger, Scott Stenger, Kristie
D. Stenger, Jorg Menningman, Michael Mudrick, Robert
Young and Gary Prae (incorporated by reference from
Exhibit 4.5 to the Form S-1)
*9 Specimen Common Stock Certificate
** Previously filed
* Filed herewith
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SIGNATURE
Pursuant to the requirement 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.
WATERLINK, INC.
/s/ Michael J. Vantusko
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Date: June 20, 1997 By: Michael J. Vantusko
Its: Chief Financial Officer
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INCORPORATED UNDER THE LAWS OF COMMON STOCK
THE STATE OF DELAWARE
[WATERLINK, INC. LOGO]
THIS CERTIFICATE IS TRANSFERABLE IN CUSIP 94155N 10 5
NEW YORK, NY SEE REVERSE FOR CERTAIN DEFINITIONS
AND RIGHTS LEGEND
WATERLINK, INC.
THE CERTIFIES THAT
IS THE OWNER OF
fully paid and non-assessable Shares of the par value, $.001 per share
of the COMMON STOCK of
Waterlink, Inc. (hereinafter called the "Corporation") transferable on the books
of the Corporation by said holder in person or by duly authorized attorney upon
surrender of this certificate properly endorsed. This certificate and the shares
represented hereby are issued and shall be held subject to all the provisions of
the Certificate of Incorporation and all amendments thereto, copies of which are
on file at the office of the Transfer Agent, and the holder hereof, by
acceptance of this certificate, consents to and agrees to be bound by all of
said provisions. This certificates is not valid until countersigned by the
Transfer Agent and registered by the Registrar.
In Witness Whereof, the Corporation has caused this certificate to be
signed by the facsimile signatures of its duly authorized officers and to be
sealed with the facsimile seal of the Corporation.
DATED
COUNTERSIGNED AND REGISTERED:
AMERICAN STOCK TRANSFER & TRUST COMPANY
(NEW YORK, NY)
[WATERLINK, INC. SEAL]
/s/ Chet S. Ross
TRANSFER AGENT PRESIDENT AND CHIEF EXECUTIVE OFFICER
AND REGISTRAR
BY
AUTHORIZED SIGNATURE /s/ Kathleen S. Donatini
SECRETARY
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THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO
REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES, AND RELATIVE,
PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK
OR SERIES THEREOF OF THE CORPORATION AND THE QUALIFICATIONS,
LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. SUCH
REQUEST MAY BE MADE TO THE SECRETARY OF THE CORPORATION OR TO THE
TRANSFER AGENT.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they where written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT -- ______ Custodian _______
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act ______________________
in common (State)
Additional abbreviations may also be used though not in the above list.
For value received, _______________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
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__________________________________________________________________ shares
of the capital stock represented by the within Certificate and do hereby
irrevocably constitute and appoint
____________________________________________________________________ Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated ________________
X
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NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME
AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.
This certificate also evidences and entitles the holder hereof to certain
Rights as set forth in a Rights Agreement between Waterlink, Inc. and American
Stock Transfer & Trust Company, as Rights Agent, dated as of May 23, 1997 (the
"Rights Agreement"), the terms of which are hereby incorporated herein by
reference and a copy of which is on file at the principal executive offices of
Waterlink, Inc. Under certain circumstances, as set forth in the Rights
Agreement, such Rights will be evidenced by separate certificates and will no
longer be evidenced by this certificate. Waterlink, Inc. will mail to the holder
of this certificate a copy of the Rights Agreement without charge after receipt
of a written request therefor. Under certain circumstances set forth in the
Rights Agreement, Rights issued to, or held by, any Person who is, was or
becomes an Acquiring Person or an Affiliate or Associate thereof (as defined in
the Rights Agreement) and certain related persons, whether currently held by or
on behalf of such person or by any subsequent holder, may become null and void.
