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
ACME ELECTRIC CORPORATION
(Exact name of registrant as specified in its charter)
New York 16-0324980
(State of incorporation or (I.R.S. Employer Identification
organization) Number)
400 Quaker Road
East Aurora, New York 14052
(Address of principal executive office) (zip code)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
None.
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
TITLE OF EACH CLASS
TO BE SO REGISTERED
Common Stock ($1.00 par value)
Share Purchase Rights
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Common Stock. The following is a brief description of the
Common Stock of the Registrant and is qualified in its entirety
by reference to the Registrant's Certificate of Incorporation, as
amended ("Certificate of Incorporation"), and By-Laws, as amended
("By-Laws").
Under the Certificate of Incorporation, the Registrant is
authorized to issue 8,000,000 shares of Common Stock, par value
of $1.00 per share.
Subject to the preferential rights of any other shares or
series of stock that may be outstanding, holders of issued and
outstanding shares of Common Stock are entitled to dividends,
payable in cash, stock or otherwise, as may be determined by the
Board of Directors, from time to time, out of funds legally
availably therefor and to share ratably in the assets of the
Registrant legally available for distribution to stockholders in
the event of the liquidation, dissolution or winding up of the
affairs of the Registrant. All shares of common stock that are
outstanding are fully paid and non-assessable.
Holders of Common Stock have no preemptive rights to
purchase any securities that the Registrant may hereafter issue
and the Common Stock is not subject to any conversion rights,
redemption provisions or sinking fund provisions.
Except as otherwise may be required by law, the holder of
Common Stock is entitled to one vote per share for each share
held of record for the election of directors and all other
matters presented to stockholders of the Registrant. Except as
otherwise required by law or except as provided with respect to
any other class or series of stock, the holders of Common Stock
possess the exclusive voting power. There is no provision for
cumulative voting.
The Certificate of Incorporation requires, in general, the
approval of the holders of at least 80% of the voting power of
the then outstanding capital stock of Registrant entitled to vote
generally in the election of directors ("Voting Stock") as a
condition for a merger and certain other business combinations
with any beneficial owner of more than 10% of the voting power of
the outstanding Voting Stock unless (i) the transaction is
approved by at least a majority of the Disinterested Directors
(as defined in the Certificate of Incorporation) or (ii) certain
minimum price, form of consideration and procedural requirements
are met. Amendment or repeal of this provision or the adoption
of any provision inconsistent therewith would require the
affirmative vote of the holders of 80% or more of the voting
power of the shares of the then outstanding Voting Stock unless
the proposed amendment or repeal or the adoption of the
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inconsistent provision were approved by a majority of the
Disinterested Directors, in which case only such affirmative vote
as is required by law or any other provisions of the Certificate
of Incorporation would be necessary. The effect of these
provisions may be to deter a change in control of the Registrant.
Registrant has a stockholders rights plan designed to
protect stockholders from unfair efforts to acquire control of
the Registrant. Pursuant to a Rights Agreement between
Registrant and American Stock Transfer and Trust Company, there
is attached to each share of Common Stock a one-half Share
Purchase Rights. Each full Share Purchase Right entitles the
holder to purchase a share of Common Stock at a purchase price of
$50 per share, subject to adjustment. Following certain
Triggering Events (as defined in the Rights Agreement) each
holder of a Right generally will have the right to receive, upon
exercise, Common Stock having a value equal to two times the
exercise price of the Right. Consequently, the Rights have
certain anti-takeover effects. The Rights may cause substantial
dilution to a person or group that attempts to acquire the
Registrant on terms not approved by the Registrant's Board of
Directors. The Rights expire on November 6, 2003, unless earlier
redeemed by the Registrant.
Share Purchase Rights. The description of Registrant's
Share Purchase Rights set forth in Registrant's Registration
Statement on Form 8-A filed on November 15, 1993 is incorporated
herein by reference.
ITEM 2. EXHIBITS.
1. Certificate of Incorporation of Registrant, as amended
(filed as Exhibit (3a) to Registrant's Annual Report on
Form 10-K for the fiscal year ended June 30, 1989 and
incorporated herein by reference).
2. By-Laws of Registrant, as amended (filed as Exhibit
(3b) to Registrant's Annual Report on Form 10-K for the
fiscal year ended June 30, 1990 and incorporated herein
by reference).
3. Form of Common Stock certificate.
4. Rights Agreement between Registrant and American Stock
Transfer and Trust Company dated as of November 9, 1993
(filed as Exhibit 1 to Registrant's Registration
Statement on Form 8-A filed on November 15, 1993 and
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.
ACME ELECTRIC CORPORATION
Dated: September 27, 1999 By /S/ Robert J. McKenna
_________________________
Robert J. McKenna
Chairman, President and
Chief Executive Officer
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Exhibit 3
NUMBER COMMON SHARES SHARES
NU 33001
SEE REVERSE FOR
CERTAIN DEFINITIONS
INCORPORATED UNDER THE LAWS OF THE STATE OF NEW YORK
ACME ELECTRIC CORPORATION
THIS CERTIFIES THAT CUSIP 004644 10 0
[blank certificate]
IS THE OWNER OF
FULLY PAID AND NON-ASSESSABLE COMMON SHARES OF THE PAR VALUE OF
$1 PER SHARE OF
ACME ELECTRIC CORPORATION (hereinafter called the "Corporation")
transferable on the books of the Corporation by the holder hereof
in person or by duly authorized attorney, upon surrender of this
Certificate properly endorsed. This Certificate and the shares
represented hereby are issued and shall be held subject to the
provisions of the Certificate of Incorporation and all amendments
thereto (copies of which are on file in the office of the
Transfer Agent) To all of which the holder hereof by acceptance
hereof expressly asserts. This certificate is not valid unless
countersigned on behalf of the Corporation by its Transfer Agent
and registered by the Registrar.
IN WITNESS WHEREOF, the Corporation has issued this
certificate to be signed in its corporate name by its duly
authorized offices by the use of their facsimile signatures and
its facsimile seal ______ hereunto affixed.
Dated: ACME ELECTRIC CORPORATION
ACME ELECTRIC CORPORATION
CORPORATE SEAL _________________________
19__
NEW YORK
_________________________
Secretary
COUNTERSIGNED AND REGISTERED:
AMERICAN STOCK TRANSFER & TRUST COMPANY
(New York) TRANSFER AGENT
AND REGISTRAR
AUTHORIZED OFFICER
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ACME ELECTRIC CORPORATION
UPON REQUEST AND WITHOUT CHARGE, THE CORPORATION WILL
FURNISH TO ANY SHAREHOLDER A FULL STATEMENT OF THE DESIGNATION,
RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF THE SHARES OF
EACH CLASS OF STOCK AUTHORIZED TO BE ISSUED AND, AS TO ANY CLASS
OF PREFERENCE SHARES AUTHORIZED TO BE ISSUED IN SERIES, THE
DESIGNATION, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF EACH
SUCH SERIES SO FAR AS THE SAME HAVE BEEN FIXED AND THE AUTHORITY
OF THE BOARD OF DIRECTORS TO DESIGNATE AND FIX THE RELATIVE
RIGHTS, PREFERENCES AND LIMITATIONS OF OTHER SERIES OF EACH SUCH
CLASS.
The Certificate of Incorporation of the Corporation contains
provisions for greater-than-statutory requirements as to vote of
the shareholders and Directors under certain circumstances. A
copy of the Certificate of Incorporation may be examined at the
office of the Corporation, at the office of the Transfer Agent
for the Corporation's common stock and at the office of the
Registrar for the Corporation's common stock.
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:
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of
survivorship and not as tenants
in common
UNIF GIFT MIN ACT -- _________ Custodian __________
(Cust) (Minor)
under Uniform Gifts to Minors
Act __________________________
(State)
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 OF ASSIGNEE
______________________
_________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE)
_________________________________________________________________
_________________________________________________________________
__________________________________________________________ Shares
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represented by the within Certificate, and do hereby irrevocably
constitute and appoint _________________________________________
Attorney to transfer the said shares 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.
This certificate also evidences and entitles the holder
hereof to certain Rights as set forth in the Rights Agreement
between Acme Electric Corporation (the "Company") and American
Stock Transfer and Trust Company (the "Rights Agent") dated as of
November 8, 1993 (the "Rights Agreement"), the terms of which are
hereby incorporated herein by reference and a copy of which is on
file at the principal offices of the Company. 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. The Company will mail to the
holder of this certificate a copy of the Rights Agreement, as in
effect on the date of mailing, without charge promptly after
receipt of a written request therefor. Under certain
circumstances set forth in the Rights Agreement, Rights issued
to, or held by, any Person who is, was or becomes an Acquiring
Person or any Affiliate or Associate thereof (as such terms are
defined in the Rights Agreement), whether currently held by or on
behalf of such Person or by any subsequent holder, may become
null and void.
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