BOWNE & CO INC
8-A12B/A, 1999-06-15
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                ______________

                                  Form 8-A/A
                                ______________


               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                   PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


                               BOWNE & CO., INC.
             (Exact name of registrant as specified in its charter)


              Delaware                                   13-2618477
 ----------------------------------------   ------------------------------------
 (State of incorporation or organization)   (I.R.S. Employer Identification No.)


           345 Hudson Street
       New York, New York 10014                           1-5842
- ----------------------------------------            ------------------
(Address of principal executive offices)            Commission File No.

     If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Securities Exchange Act of 1934 (the "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 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
       -------------------                   ------------------------------

 Common Stock, Par Value $.01 per Share          New York Stock Exchange

 Preferred Stock Purchase Rights                 New York Stock Exchange


     Securities to be registered pursuant to Section 12(g) of the Act:

                                      None
- --------------------------------------------------------------------------------
                                (Title of Class)
<PAGE>   2
                            INFORMATION REQUIRED IN
                             REGISTRATION STATEMENT

ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

     (a) Capital Stock. The Registrant has applied to list on the New York Stock
Exchange its Common Stock, Par Value $.01 per Share (the "Common Stock"),
and its Preferred Stock Purchase Rights to be issued in connection with its
common stock. Each of these securities was previously described in the
Registrant's Registration Statement on Form 8-A/A filed on June 24, 1998, which
is incorporated herein by this reference.

     As of June 19, 1998, the Registrant adopted a Rights Agreement and named
The Bank of New York as Rights Agent. The agreement was designed to protect
stockholders from coercive or unfair efforts to acquire control of the
Registrant before its management has had an opportunity to negotiate in an
orderly manner with the potential acquiror in order to secure terms in the
stockholders' best interests. For every share of Common Stock outstanding, a
right was issued which, after a triggering event, will allow the holder to
purchase the Preferred Stock at a rate of 1000-to-1. Consequently, the
Certificate of Designations which the Registrant filed in Delaware along with
its certificate of incorporation on that same date, and where the rights of
holders of the Preferred Stock are defined, may in certain cases have an effect
of delaying, deferring or preventing a change in control of the Registrant.
This effect of the Preferred Stock would operate only with respect to an
extraordinary corporate transaction such as a merger, reorganization, tender
offer, sale or transfer of substantially all its assets, or liquidation of the
Registrant. The aforementioned Certificate of Designations and Rights Agreement
are incorporated herein by reference to Exhibits 3 and 5, respectively, filed
with the Registrant's Current Report on Form 8-K filed on June 24, 1998.

     (b) through (f). Not applicable.

ITEM 2. EXHIBITS.

     The following exhibit is filed as a part hereof:

1. Registration Statement on Form 8-A/A dated June 24, 1998, including exhibits
   thereto incorporated herein by reference.

2. Certificate of Incorporation of the Registrant (filed in Delaware on June
   19, 1998) (filed as Exhibit 2 to Registrant's Current Report on Form 8-K
   filed on June 24, 1998 (the "Form 8-K") and incorporated herein by
   reference).

3. Certificate of Designations of the Registrant (filed in Delaware on June 19,
   1998) (filed as Exhibit 3 to the Form 8-K and incorporated herein by
   reference).

4. By-Laws of the Registrant (adopted June 19, 1998)(filed as Exhibit 4 to the
   Form 8-K and incorporated herein by  reference).

5. Rights Agreement, dated as of June 19, 1998, between the Registrant and The
   Bank of New York, which includes the  Certificate of Designations for the
   Series B Junior Participating Preferred Stock as Exhibit A, the form of
   Right Certificate as Exhibit B and the Summary of Rights to Purchase
   Preferred Shares as Exhibit C (filed as Exhibit 5 to Form 8-K and
   incorporated herein by reference).


                                   SIGNATURES

     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.


                                                       BOWNE & CO., INC.
                                                         (Registrant)


Date: June 15, 1999                            By /s/ Douglas F. Bauer
                                                 ------------------------------
                                                   Douglas F. Bauer
                                                   Counsel & Corporate Secretary


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