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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
RTI INTERNATIONAL METALS, INC.
(Exact name of registrant as specified in its charter)
OHIO 52-2115953
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(State of Incorporation or Organization) (I.R.S. 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 registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box: [X]
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box: [ ]
Securities Act registration statement file number to which this form relates:
333-___________
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, $.01 PAR VALUE NEW YORK STOCK EXCHANGE
Securities to be registered pursuant to Section 12(g) of the Act: None
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ITEM 1. DESCRIPTION OF THE REGISTRANT'S SECURITIES TO BE REGISTERED.
The holders of the Common Stock are entitled to one vote per share of
record on all matters to be voted upon by stockholders. At a meeting of
stockholders at which a quorum is present, a majority of the votes cast decides
all questions, unless the matter is one upon which a different vote is required
by express provision of law or the registrant's Articles of Incorporation or
Code of Regulations. Pursuant to the registrant's Articles of Incorporation, the
approval of holders of shares representing two-thirds of the voting power of the
registrant and, if a class vote is otherwise required by applicable law,
approval of the holders of shares representing two-thirds of the voting power of
any shares voting separately as a class, shall be required to effect any
amendment to the registrant's Articles of Incorporation, a merger or
consolidation if under Ohio law such merger or consolidation would have to be
submitted to the shareholders of the registrant for action, a sale or
disposition of all or substantially all of the assets of the registrant or a
dissolution of the registrant. Notwithstanding any provision of the Ohio Revised
Code now or hereafter in force requiring for any other purpose the vote,
consent, waiver or release of the holders of the shares entitling them to
exercise two-thirds, or any other proportion, of the voting power of the
registrant or any class or classes of shares thereof, any such other action,
unless otherwise expressly required by statute or by the registrant's Articles
of Incorporation, may be taken by the vote, consent, waiver or release of the
holders of shares entitling them to exercise a majority of the voting power of
the registrant or of such class or classes. Cumulative voting is not permitted
with respect to the election of directors.
The holders of Common Stock have no preemptive rights and have no
rights to convert their Common Stock into any other securities. Subject to the
rights of holders of Preferred Stock, if any shares of Preferred Stock are then
outstanding, in the event of a liquidation, dissolution or winding up of the
Company, holders of Common Stock are entitled to participate equally, share for
share, in all assets remaining after payment of liabilities.
The holders of Common Stock are entitled to receive ratably such
dividends as the Board of Directors may declare out of funds legally available
therefor, when and if so declared, subject to the payment of preferential
dividends with respect to any Preferred Stock that from time to time may be
outstanding. The payment by the registrant of dividends, if any, rests within
the discretion of its Board of Directors and will depend upon the registrant's
results of operations, financial condition and capital expenditure plans, as
well as other factors considered relevant by the Board of Directors.
ITEM 2. EXHIBITS.
I. Exhibits
1.1 Specimen of $0.01 par value per share Common Stock Certificate of RTI
International Metals, Inc., to be filed by Form SE.
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1.2 Articles of Incorporation of RTI International Metals, Inc.,
incorporated by reference to the registrant's filing on Form S-4 dated
August 20, 1998.
1.3 Code of Regulations of RTI International Metals, Inc., incorporated by
reference to the registrant's filing on Form S-4 dated August 20, 1998.
II. Not applicable.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and
Exchange Act of 1934, the Registrant has duly caused this registration statement
to be signed on its behalf of the undersigned, thereto duly authorized.
RTI INTERNATIONAL METALS, INC.
By: /s/ DAWNE S. HICKTON
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Name: Dawne S. Hickton
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Title: Vice President and General Counsel
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Date: August 21, 1998
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