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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 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
BRUSH ENGINEERED MATERIALS INC.
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(Exact Name of Registrant as Specified in Its Charter)
Ohio 34-1919973
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(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
17876 St. Clair Avenue, Cleveland, Ohio 44110
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a If this form relates to the
class of securities pursuant to Section 12(b) registration of a class of
of the Exchange Act and is effective upon securities pursuant to
filing pursuant to General Instruction A.(c), Section 12(g) of the Exchange
please check the following box. [X] Act and is effective pursuant
to General Instruction A.(d),
please check the following
box. [ ]
Securities Act Registration Statement file number to which this form relates:
333-95917
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(If applicable)
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, without par value New York Stock Exchange
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Rights to Purchase Series A Junior Participating
Preferred Stock, without par value New York Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
N/A
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(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
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A. Common Stock, Without Par Value.
The description of the common stock, without par value, of Brush
Engineered Materials Inc. provided in the Registration Statement on Form S-4,
filed with the Securities and Exchange Commission on February 1, 2000
(Registration No. 333-95917), is incorporated herein by reference.
B. Rights to Purchase Series A Junior Participating Preferred Stock.
On May 10, 2000, the Directors of Brush Engineered Materials Inc.
(the "Company") declared a dividend distribution of one right (a "Right") for
each share of Common Stock, without par value, of the Company (a "Common
Share") outstanding as of the close of business on May 16, 2000 (the "Record
Date"), pursuant to the terms of a Rights Agreement, dated as of May 10, 2000
(the "Rights Agreement"), between the Company and National City Bank, N.A., as
the Rights Agent. Each Right entitles the registered holder to purchase from the
Company one one-hundredth of a share of Series A Junior Participating Preferred
Stock, without par value (a "Preferred Share"), of the Company at a price of
$110.00 per one one-hundredth of a Preferred Share, subject to adjustment. The
Rights Agreement also provides, subject to specified exceptions and limitations,
that Common Shares issued or delivered from the Company's treasury after the
Record Date will be entitled to and accompanied by Rights. The Rights are in all
respects subject to and governed by the provisions of the Rights Agreement, a
copy of which (including all exhibits thereto) is incorporated as Exhibit 4(a)
hereto and incorporated in this description by this reference. A summary
description of the Rights is set forth in Exhibit C to the Rights Agreement.
ITEM 2. EXHIBITS.
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Exhibit Description of Document
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3(a) Amended and Restated Articles of Incorporation of Brush Engineered
Materials Inc. (filed as Annex B to the Registration Statement on
Form S-4 filed by the Company on February 1, 2000, Registration No.
333-95917), incorporated herein by reference.
3(b) Amended and Restated Code of Regulations of Brush Engineered
Materials Inc. (filed as Exhibit 4(b) to the Current Report on Form
8-K filed by Brush Wellman Inc. on May 16, 2000), incorporated
herein by reference.
4(a) Rights Agreement, dated as of May 10, 2000, by and between Brush
Engineered Materials Inc. and National City Bank, N.A. as Rights
Agent (filed as Exhibit 4(a) to the Current Report on Form 8-K filed
by the Company on May 16, 2000), incorporated
herein by reference.
4(b) Form of Temporary Certificate for shares of Common Stock of Brush
Engineered Materials Inc. (filed as Exhibit 4(b) to the Current
Report on Form 8-K filed by the Company on May 16, 2000),
incorporated herein by reference.
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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.
BRUSH ENGINEERED MATERIALS INC.
By: /s/ Michael C. Hasychak
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Name: Michael C. Hasychak
Title: Secretary
Date: May 16, 2000
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EXHIBIT INDEX
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Exhibit Description of Document
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3(a) Amended and Restated Articles of Incorporation of Brush Engineered
Materials Inc. (filed as Annex B to the Registration Statement on
Form S-4 filed by the Company on February 1, 2000, Registration No.
333-95917), incorporated herein by reference.
3(b) Amended and Restated Code of Regulations of Brush Engineered
Materials Inc. (filed as Exhibit 4(b) to the Current Report on Form
8-K filed by Brush Wellman Inc. on May 16, 2000), incorporated
herein by reference.
4(a) Rights Agreement, dated as of May 10, 2000, by and between Brush
Engineered Materials Inc. and National City Bank, N.A. as Rights
Agent (filed as Exhibit 4(a) to the Current Report on Form 8-K filed
by the Company on May 16, 2000), incorporated herein by reference.
4(b) Form of Temporary Certificate for shares of Common Stock of Brush
Engineered Materials Inc. (filed as Exhibit 4(b) to the Current
Report on Form 8-K filed by the Company on May 16, 2000),
incorporated herein by reference.
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