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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section12(b) or (g) of the
Securities Exchange Act of 1934
EKCO GROUP, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 11-2167167
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(State of incorporation or organization) (IRS Employer Identification No.)
98 SPIT BROOK ROAD, SUITE 102, NASHUA, NH 03062
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(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [ ]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
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:
___________ (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, $.01 PAR VALUE AMERICAN STOCK EXCHANGE
PREFERRED SHARE PURCHASE RIGHTS AMERICAN STOCK EXCHANGE
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.
DESCRIPTION OF COMMON STOCK:
The Company is authorized to issue 60,000,000 shares of Common Stock,
par value $.01 per share (the "Common Stock"). As of June 30, 1999, there were
19,142,689 shares of Common Stock issued and outstanding.
Holders of the Common Stock are entitled to one vote per share on all
matters presented to the stockholders of the Company. There is no provision for
cumulative voting. Each stockholder is entitled to receive a pro rata share of
such dividends as may be declared by the Board of Directors out of the funds
available therefor, and to share ratably in the net assets in the event of
liquidation. All of the shares which are issued and outstanding are fully-paid
and non-assessable. No holder of any share of Common Stock has any preemptive
right to purchase any security which the Company may hereafter issue and the
Common Stock is not subject to any conversion rights, redemption provisions, or
sinking fund provisions. Attached to each share of Common Stock is a Preferred
Share Purchase Right to acquire one-one hundredth of a share of the Company's
Series A Junior Participating Preferred Stock, par value $.01 per share.
American Stock Transfer and Trust Company, New York, New York, acts as Transfer
Agent and Registrar for the Common Stock.
DESCRIPTION OF PREFERRED SHARE PURCHASE RIGHTS:
The Registrant incorporates herein by reference the information under
"Item 1. Description of Securities to be Registered" contained in Amendment No.
4 to Registrant's Registration Statement on Form 8-A filed by the Registrant on
April 9, 1997.
Item 2. EXHIBITS.
(1) Form of Common Stock Certificate (filed herewith).
(2) Restated Certificate of Incorporation of the
Registrant, as amended (incorporated herein by
reference to Exhibit 3.1(i)(a) to Registrant's Annual
Report on Form 10-K for the year ended December 31,
1995).
(3) Restated Bylaws of the Registrant (incorporated
herein by reference to Exhibit 3.1(ii) to
Registrant's Annual Report on Form 10-K for the year
ended December 29, 1996).
(4) Form of Certificate of Designations of Series A
Junior Participating Preferred Stock (incorporated
herein by reference to Exhibit 3.1(i)(b) to
Registrant's Annual Report on Form 10-K for the year
ended December 28, 1997).
(5) Amended and Restated Rights Agreement, dated as of
March 21, 1997, between EKCO Group, Inc. and American
Stock Transfer & Trust Company, including Form of
Rights Certificate (incorporated herein by reference
to Exhibit 4.1 to Registrant's Current Report on Form
8-K filed by the Registrant on April 9, 1997).
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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, thereunto duly authorized.
EKCO GROUP, INC.
By: /s/ J. Jay Althoff
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J. Jay Althoff
Vice President, General Counsel and Secretary
Dated: July 21, 1999
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NUMBER SHARES
NY
[ILLUSTRATION]
COMMON STOCK COMMON STOCK
CUSIP 282636 10 9
INCORPORATED UNDER THE LAWS
OF THE STATE OF DELAWARE
ECKO GROUP, INC.
[COUNTERSIGNED AND REGISTERED
AMERICAN STOCK TRANSFER & TRUST COMPANY
(NEW YORK, NEW YORK) TRANSFER AGENT
BY AND REGISTRAR]
THIS CERTIFIES THAT SEE REVERSE
FOR CERTAIN
DEFINITIONS
IS THE OWNER OF
FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF ONE CENT ($.01) EACH,
OF THE COMMON STOCK OF
ECKO GROUP, INC., transferable on the books of the Corporation by
the holder hereof in person or by duly authorized attorney upon surrender of
this Certificate property endorsed. This Certificate and the shares represented
hereby are issued and shall be held subject to all of the provisions of the
Certificate of Incorporation and By-Laws of the Corporation and any amendments
thereto, to all of which the holder by acceptance hereof assents.
This Certificate is not valid until countersigned by the Transfer
Agent and registered by the Registrar.
Witness the seal of the Corporation and the signatures of its duly
authorized officers.
AUTHORIZED OFFICER
Dated 5-15-97 5-15-97
/s/ XXXX XXXX XXXXXX /s/ XXXXXXXX XXXXXXX
SECRETARY CHAIRMAN, CEO
[ECKO GROUP, INC. CORPORATE SEAL]
(C) SECURITY-COLUMBIAN UNITED STATES BANKNOTE COMPANY
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This certificate also evidences and entitles the holder hereof to certain rights
as set forth in the Amended and Restated Rights Agreement between Ekco Group,
Inc. (formerly known as Centronics Corporation) and American Stock Transfer &
Trust Company dated as of March 21, 1997 (the "Rights Agreement"), the terms of
which are hereby incorporated herein by reference and a copy of which is on file
at the principal executive offices of Ekco Group, Inc. Under certain
circumstances, as set forth in the Rights Agreement, such Rights will be
evidenced by separate certificates and will no longer be evidenced by this
certificate. Ekco Group, Inc. will mail to the holder of this certificate a copy
of the Rights Agreement without charge after receipt of a written request
therefor. Under certain circumstances, Rights issued to Acquiring Persons or
Associates or Affiliates thereof (as defined in the Rights Agreement) may become
null and void.
THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO
REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING,
OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF WHICH
THE CORPORATION IS AUTHORIZED TO ISSUE AND THE QUALIFICATIONS, LIMITATIONS OR
RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<CAPTION>
<S> <C> <C>
TEN COM - as tenants in common UNIF GIFT MION ACT Custodian
TEN ENT - as tenants by the entireties -----------------------------
JT TEN - as joint tenants with right of (Cust) (Minor)
survivorship and not as tenants under Uniform Gifts to Minors
in common Act
-------------
(State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED,_________HEREBY SELL, ASSIGN AND TRANSFER UNTO
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OR ASSIGNEE
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________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OR ASSIGNEE)
________________________________________________________________________________
________________________________________________________________________________
__________________________________________________________________________SHARES
OF THE CAPTIAL STOCK REPRESENTED BY THE WITHIN CERTIFICATE, AND DO HEREBY
IRREVOCABLY CONSTITUTE AND APPOINT.
________________________________________________________________________ATTORNEY
TO TRANSFER THE SAID STOCK ON THE BOOKS OF THE WITHIN NAMED CORPORATION WITH
FULL POWER OF SUBSTITUTION IN THE PREMISES.
DATED______________________________________
_____________________________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN
UPON THE FACE OF THE CERTIFICATE IN
EVERY PARTICULAR, WITHOUT ALTERATION
OR ENLARGEMENT OR ANY CHANGE
WHATEVER.
SIGNATURE(S) GUARANTEED: __________________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND
CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT
TO S.E.C. RULE 17Ad-15.
