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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-A
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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
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
345 Hudson Street
New York, New York 10014 1-5842
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(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
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Common Stock, Par Value $.01 per Share New York Stock Exchange
Series B Junior Participating
Preferred Stock, Par Value $.01 per Share New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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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 both its Common Stock, Par Value $.01 per Share (the "Common Stock"),
and its Series B Junior Participating Preferred Stock, Par Value $.01 per Share
(the "Preferred 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 2 and 4, respectively, filed
with the Registrant's Registration Statement on Form 8-A/A on June 24, 1998,
which is referred to above.
(b) through (f). Not applicable.
ITEM 2. EXHIBITS.
The following exhibit is filed as a part hereof:
4. Registration Statement on Form 8-A/A dated June 24, 1998, including exhibits
thereto (incorporated 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: May 27, 1999 By /s/ Douglas F. Bauer
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Douglas F. Bauer
Counsel & Corporate Secretary
