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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
WYMAN-GORDON COMPANY
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-1992780
(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification No.)
244 WORCESTER STREET, NO. GRAFTON, MASSACHUSETTS 01536-8001
(Address of principal executive offices and 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), please check the
following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH EACH CLASS IS
TO BE SO REGISTERED TO BE REGISTERED
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Common Stock New York Stock Exchange, Inc.
Preferred Stock Purchase Rights New York Stock Exchange, Inc.
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
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ITEM 1. DESCRIPTION OF REGISTRANT S SECURITIES TO BE
REGISTERED.
AUTHORIZED CAPITAL STOCK
The authorized capital stock of Wyman-Gordon Company, a
Massachusetts Corporation (the "Company") consists of 70,000,000
shares of common stock, par value $1.00 per share (the "Common
Stock"), and 5,000,000 shares of undesignated preferred stock, no
par value (the "Preferred Stock"), which Preferred Stock is
issuable in one or more series by the Board of Directors.
COMMON STOCK
VOTING
Holders of shares of Common Stock are entitled to one vote
per share on all matters to be voted on by stockholders, including
the election of directors. Stockholders are not entitled to
cumulative voting rights. The Company is subject to the
provisions of Chapter 156B, Section 50A of the Massachusetts
General Law, pursuant to which the Board of Directors of the
Company is divided into three classes in respect of term of
office, each class to contain as near as may be one-third of the
whole number of the Board. At each annual meeting of
stockholders, one class of directors is elected to serve until the
annual meeting of stockholders held three years next following and
until their successors are elected and qualify.
DIVIDENDS
The holders of shares of Common Stock are entitled to receive
such dividends, if any, as may be declared from time to time by
the Board of Directors, in its discretion, from funds legally
available therefor and subject to the prior dividend rights of
holders of any shares of Preferred Stock which may be outstanding.
LIQUIDATION; DISSOLUTION
Upon liquidation or dissolution of the Company, subject to
prior liquidation rights of the holders of Preferred Stock, the
holders of shares of Common Stock are entitled to receive on a pro
rata basis the remaining assets of the Company available for
distribution.
OTHER RIGHTS OF COMMON STOCK
Holders of shares of Common Stock have no preemptive or other
subscription rights, and there are no conversion rights of
redemption or sinking fund provisions with respect to such shares.
The outstanding shares of Common Stock are fully paid and
nonassessable.
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PREFERRED STOCK PURCHASE RIGHTS
On October 21, 1998 the Board of Directors of the Company
adopted a Shareholder Rights Agreement (the "Rights Agreement").
Pursuant to the terms of the Rights Agreement, the Board of
Directors declared a dividend distribution of one Preferred Stock
Purchase Right (a "Right") for each outstanding share of Common
Stock to stockholders of record as of the close of business on
November 30, 1998 (the "Record Date"). In addition, one Right
will automatically attach to each share of Common Stock issued
between the Record Date and the Distribution Date (as hereinafter
defined). Each Right entitles the registered holder thereof to
purchase from the Company a unit consisting of one ten-thousandth
of a share (a "Unit") of Series B Junior Participating Cumulative
Preferred Stock, par value $1.00 per share (the "Preferred
Stock"), at a cash exercise price of $75.00 per Unit (the
"Exercise Price"), subject to adjustment.
Initially, the Rights are not exercisable and are attached to
and trade with all shares of Common Stock outstanding as of, and
issued subsequent to, the Record Date. The Rights will separate
from the Common Stock and will become exercisable upon the
earliest of (i) the close of business on the tenth calendar day
following the first public announcement that a person or group of
affiliated or associated persons has acquired beneficial ownership
of 15% or more of the outstanding shares of Common Stock (an
"Acquiring Person") (the date of said announcement being referred
to as the "Stock Acquisition Date"), (ii) the close of business on
the tenth business day (or such later day as the Board of
Directors may determine) following the commencement of a tender
offer or exchange offer that would result upon its consummation in
a person or group becoming the beneficial owner of 15% or more of
the outstanding shares of Common Stock or (iii) the determination
by the Board of Directors that any person is an "Adverse Person"
(the earliest of such dates being herein referred to as the
"Distribution Date").
Notwithstanding the foregoing, Cooper Industries, Inc.
("Cooper") and its affiliates and associates (the "Cooper Group")
shall not be deemed to be an Acquiring Person so long as the
Cooper Group owns at least 10% or more of the outstanding shares
of the Company s Common Stock and the Cooper Group does not
acquire ownership of any shares of the Company s Common Stock in a
manner prohibited by the Investment Agreement between the Company
and Cooper, dated January 10, 1994.
The Board of Directors may declare a person to be an Adverse
Person after a determination that such person, alone or together
with its affiliates and associates, has become the beneficial
owner of 10% or more of the outstanding shares of Common Stock and
a determination by the Board of Directors, after reasonable
inquiry and investigation, including such consultation, if any,
with such persons as the directors shall deem appropriate, that
(a) such beneficial ownership by such person is intended to cause,
is reasonably likely to cause or will cause the Company to
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repurchase the Common Stock beneficially owned by such person or
to cause pressure on the Company to take action or enter into a
transaction or series of transactions which would provide such
person with short-term financial gain under circumstances where
the Board of Directors determines that the best long-term
interests of the Company and its stockholders, but for the actions
and possible actions of such person, would not be served by taking
such action or entering into such transaction or series of
transactions at that time or (b) such beneficial ownership is
causing, or is reasonably likely to cause, a material adverse
impact (including, but not limited to, impairment of relationships
with customers or impairment of the Company s ability to maintain
its competitive position) on the business or prospects of the
Company. No delay or failure by the Board of Directors to declare
a person to be an Adverse Person shall in any way waive or
otherwise affect the power of the Board of Directors subsequently
to declare a person an Adverse Person. In the event that the
Board of Directors should at any time determine, upon reasonable
inquiry and investigation, including consultation with such
persons as the Board of Directors shall deem appropriate, that
such person has not met or complied with any condition specified
by the Board of Directors, the Board of Directors may at any time
thereafter declare the person to be an Adverse Person.
Until the Distribution Date (or earlier redemption, exchange
or expiration of the Rights), (a) the Rights will be evidenced by
the Common Stock certificates and will be transferred with and
only with such Common Stock certificates, (b) new Common Stock
certificates issued after the Record Date will contain a notation
incorporating the Rights Agreement by reference, and (c) the
surrender for transfer of any certificates for Common Stock will
also constitute the transfer of the Rights associated with the
Common Stock represented by such certificate.
The Rights are not exercisable until the Distribution Date
and will expire at the close of business on November 30, 2008 (the
"Expiration Date"), unless previously redeemed or exchanged by the
Company as described below.
As soon as practicable after the Distribution Date, Right
Certificates will be mailed to holders of record of Common Stock
as of the close of business on the Distribution Date and,
thereafter, the separate Right Certificates alone will represent
the Rights. Except as otherwise determined by the Board of
Directors, only shares of Common Stock issued prior to the
Distribution Date will be issued with Rights.
In the event that a Stock Acquisition Date occurs or the
Board of Directors determines that a person is an Adverse Person,
proper provision will be made so that each holder of a Right
(other than an Acquiring Person, an Adverse Person or their
associates or affiliates, whose Rights shall become null and void)
will thereafter have the right to receive upon exercise that
number of Units of Preferred Stock of the Company having a market
value of two times the exercise price of the Right (such right
being referred to as the "Subscription Right"). In the event
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that, at any time following the Stock Acquisition Date, (i) the
Company consolidates with, or merges with and into, any other
person, and the Company is not the continuing or surviving
corporation, (ii) any person consolidates with the Company, or
merges with and into the Company and the Company is the continuing
or surviving corporation of such merger and, in connection with
such merger, all or part of the shares of Common Stock are changed
into or exchanged for stock or other securities of any other
person or cash or any other property, or (iii) 50% or more of the
Company s assets or earning power is sold, mortgaged or otherwise
transferred, each holder of a Right shall thereafter have the
right to receive, upon exercise, common stock of the acquiring
company having a market value equal to two times the exercise
price of the Right (such right being referred to as the "Merger
Right"). The holder of a Right will continue to have the Merger
Right whether or not such holder has exercised the Subscription
Right. Rights that are or were beneficially owned by an Acquiring
Person or an Adverse Person may (under certain circumstances
specified in the Rights Agreement) become null and void.
At any time after a person becomes an Acquiring Person or the
Board of Directors determines that a person is an Adverse Person,
the Board of Directors may, at its option, exchange all or any
part of the then outstanding and exercisable Rights for shares of
Common Stock or Units of Preferred Stock at an exchange ratio
specified in the Rights Agreement. Notwithstanding the foregoing,
the Board of Directors generally will not be empowered to effect
such exchange at any time after any person becomes the beneficial
owner of 50% or more of the Common Stock of the Company.
The Exercise Price payable, and the number of Units of
Preferred Stock or other securities or property issuable, upon
exercise of the Rights are subject to adjustment from time to time
to prevent dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Preferred
Stock, (ii) if holders of the Preferred Stock are granted certain
rights or warrants to subscribe for Preferred Stock or convertible
securities at less than the current market price of the Preferred
Stock, or (iii) upon the distribution to holders of the Preferred
Stock of evidences of indebtedness or assets (excluding regular
quarterly cash dividends) or of subscription rights or warrants
(other than those referred to above).
With certain exceptions, no adjustment in the Exercise Price
will be required until cumulative adjustments amount to at least
1% of the Exercise Price. The Company is not obligated to issue
fractional Units. If the Company elects not to issue fractional
Units, in lieu thereof an adjustment in cash will be made based on
the fair market value of the Series B Preferred Stock on the last
trading date prior to the date of exercise.
The Rights may be redeemed in whole, but not in part, at a
price of $0.01 per Right (payable in cash, Common Stock or other
consideration deemed appropriate by the Board of Directors) by the
Board of Directors only until the earliest of (i) the date on
which a person is declared to be an Adverse Person, (ii) the time
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at which any person becomes an Acquiring Person, or (iii) the
expiration date of the Rights Agreement. Immediately upon the
action of the Board of Directors ordering redemption of the
Rights, the Rights will terminate and thereafter the only right of
the holders of Rights will be to receive the redemption price.
The Rights Agreement may be amended by the Board of Directors
in its sole discretion until the earliest to occur of (i) the time
at which any person becomes an Acquiring Person or (ii) the date
on which a person is declared to be an Adverse Person. After such
time or date, as the case may be, the Board of Directors may,
subject to certain limitations set forth in the Rights Agreement,
amend the Rights Agreement only to cure any ambiguity, defect or
inconsistency, to shorten or lengthen any time period, or to make
changes that do not adversely affect the interests of Rights
holders (excluding the interests of an Acquiring Person, an
Adverse Person or their associates or affiliates). In addition,
the Board of Directors may at any time prior to the earliest to
occur of (i) the time at which any person becomes an Acquiring
Person or (ii) the date on which a person is declared to be an
Adverse Person, amend the Rights Agreement to lower the threshold
at which a person becomes an Acquiring Person to not less than the
greater of (i) the sum of .001% and the largest percentage of the
outstanding Common Stock then owned by any person and (ii) 10%.
Until a Right is exercised, the holder will have no rights as
a stockholder of the Company (beyond those as an existing
stockholder), including the right to vote or to receive dividends.
While the distribution of the Rights will not be taxable to
stockholders or to the Company, stockholders may, depending upon
the circumstances, recognize taxable income in the event that the
Rights become exercisable for Units, other securities of the
Company, other consideration or for common stock of an acquiring
company.
CERTAIN PROVISIONS OF ARTICLES AND BYLAWS
GENERAL
A number of provisions of the Company's Restated Articles of
Organization (the "Articles") and Amended and Restated Bylaws (the
"Bylaws") concern matters of corporate governance and the rights
of stockholders. Certain of these provisions may discourage or
make more difficult a merger, tender offer or proxy contest and
could delay or frustrate the removal of incumbent directors or the
assumption of control by stockholders, even if such event could be
favorable to the interests of stockholders.
PREFERRED STOCK
Under the Company's Articles, the Company is authorized to
issue up to 5,000,000 shares of Preferred Stock which the Board of
Directors may issue from time to time in one or more series. The
Board of Directors is authorized to determine the rights,
preferences, privileges and restrictions, including the dividend
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rights, conversion rights, voting rights, terms of redemption,
redemption price or prices, and liquidation preferences of any
series of Preferred Stock and to fix the number of shares of any
such series without any further vote or action by the
stockholders.
MEETING OF STOCKHOLDERS
The Company's Bylaws provide that a special meeting of
stockholders may be called only by the Board of Directors or by
the holders of 66 2/3% or more of the outstanding shares of Common
Stock. The Company's Bylaws also provide that only those matters
set forth in the notice of the special meeting may be considered
or acted upon at that special meeting. In addition, the Company's
Bylaws set forth certain advance notice and informational
requirements and time limitations on any director nomination or
any new business which a stockholder wishes to propose for
consideration at an annual meeting of stockholders.
FAIR PRICE PROVISIONS
The Company's Articles contain a "fair price" provision which
requires an affirmative vote of at least 85% of the Company's
outstanding Common Stock (including shares held by the "interested
stockholder") to approve a "business combination" (generally any
merger, consolidation, liquidation, recapitalization or sale of
significant assets) between the Company and an "interested
stockholder" if certain specified fair price criteria and
procedural requirements are not satisfied, unless the transaction
is approved by two-thirds of the "continuing directors"
(generally, directors not affiliated with the "interested
stockholder" who were directors prior to the time that such
stockholder became an "interested stockholder"). If such fair
price criteria and procedural requirements are satisfied or two-
thirds of the "continuing directors" approve the "business
combination," the affirmative vote of 66 2/3% of the outstanding
Common Stock of the Company is required to approve the
transaction. The Company's Articles define an "interested
stockholder" as an entity which owns, or has announced an
intention to acquire, 10% of the outstanding voting securities of
the Company.
ITEM 2. EXHIBITS
The Common Stock and the Preferred Stock Purchase Rights
described herein are to be registered on the New York Stock
Exchange, on which no other securities of the Company are
registered. All exhibits required in accordance with the
Instructions to Item 2 of this Form 8-A have been duly filed with
the New York Stock Exchange. Accordingly, no exhibits are
required to be filed herewith.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly
authorized.
WYMAN-GORDON COMPANY
Date: 12/04/98 By: /S/WALLACE F. WHITNEY, JR.
Wallace F. Whitney, Jr.
Vice President
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