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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
Amendment No. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
DETREX CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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<S> <C>
MICHIGAN 38-0480840
(State of Incorporation or Organization) (I.R.S. Employee Identification No.)
24901 Northwestern Highway,
Suite 500, Southfield, Michigan 48075
(Address of Principal Executive Offices) (Zip Code)
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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. [ ]
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:
1-04329
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
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TITLE OF EACH CLASS TO BE SO NAME OF EXCHANGE ON WHICH EACH
REGISTERED CLASS IS TO BE REGISTERED
None None
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: Preferred
Stock Purchase Rights
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Item 1. Description of Registrant's Securities to be Registered.
Reference is hereby made to the Registration Statement filed with the
Securities and Exchange Commission on Form 8-A, dated May 4, 1990 (the "Original
Form 8-A"), by Detrex Corporation (the "Registrant"), relating to the rights
distributed to the stockholders of the Registrant (the "Rights") in connection
with the Rights Agreement dated as of May 4, 1990 (the "Original Rights
Agreement"), between the Registrant and NBD Bank, N.A., as rights agent. The
Original Form 8-A is incorporated by reference herein.
On April 27, 2000, the Board of Directors of the Registrant (the "Board")
authorized the amendment and restatement of the Original Rights Agreement,
resulting in an Amended and Restated Rights Agreement, dated as of April 27,
2000 (the "Amended Rights Agreement"), between the Registrant and State Street
Bank & Trust Company, as rights agent.
The Amended Rights Agreement was adopted in the normal course of updating
and extending the Original Rights Agreement which was scheduled to expire on May
4, 2000, and not in response to any acquisition proposal.
In the Amended Rights Agreement, the Registrant has extended the expiration
date of its rights plan to May 4, 2010, and has amended it to reflect prevailing
stockholder rights plan terms. These amendments include, without limitation, the
following: (a) amending the definition of Acquiring Person to prevent
inadvertent triggering of the rights plan and (b) providing for a cashless
exchange of the Rights, at the option of the Board of Directors of the
Registrant. In addition, the Registrant also appointed State Street Bank & Trust
Company as a successor rights agent.
A copy of the Amended Rights Agreement is attached hereto as Exhibit 4 and
is incorporated herein by reference. The foregoing discussion does not purport
to be complete and is qualified in its entirety by reference to such Exhibit.
Item 2. Exhibits.
Exhibit 4. Amended and Restated Rights Agreement dated as of April 27,
2000, between the Registrant and State Street Bank & Trust
Company, as rights agent (incorporated by reference to
Exhibit 4 to the Current Report on Form 8-K filed by the
Registrant with the Securities and Exchange Commission on
April 27, 2000).
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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 amendment to the registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
DETREX CORPORATION
By: /s/ Gerald J. Israel
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Name: Gerald J. Israel
Title: Vice President, Finance
Date: April 27, 2000
