SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
Fluke Corporation
(Exact Name of Registrant as Specified in Its Charter)
Washington 91-0606624
(State of Incorporation or Organization) (I.R.S. Employer Identification no.)
6920 Seaway Boulevard, Everett, WA
98203
(Address of principal executive offices)
(zip code)
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, $.25 par value New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
Item 1. Description of Registrant's Securities to be Registered
Common Stock, $.25 par value
The capital stock of Fluke Corporation (the "Company") to be registered on the
New York Stock Exchange is the Company's Common Stock with a par value of $.25
per share. Dividends that may be declared on the Common Stock will be paid in
an equal amount to the holder of each share. There are no conversion rights,
sinking fund provisions, or redemption provisions. In the election of
Directors, each holder of Common Stock has the right to cumulate his votes and
cast as many votes as are equal to the number of Directors to be elected by
the holders of Common Stock multiplied by the number of his shares. These
votes may be cast for one candidate or distributed among as many candidates as
the stockholder sees fit. The Company does have a classified Board, as
discussed below, which lessens the impact of cumulative voting on the holder's
ability to elect a specific Director. On other matters, each share of Common
Stock is entitled to one vote at the stockholders' meeting.
No preemptive rights are conferred upon holders of Common Stock and there is
no liability to further calls or to assessments by the Company. There are no
restrictions on the alienability of the shares to be registered except for
restrictions imposed by the securities laws and regulations or disclosed on
the share certificates. There is no provision discriminating against any
existing or prospective holder of Common Stock as a result of such holder
owning a substantial amount of Common Stock except Washington state law
chapter RCW 23B.19 which may limit certain activities of a 10% or larger
holder for a five year period and certain provisions of the Company's Articles
of Incorporation and Bylaws as noted below.
Certain provisions of the Company's Articles of Incorporation and Bylaws were
designed to make the Company a less attractive target for acquisition if the
acquiring party does not have the support of the Company's Board of Directors.
These provisions: (1) provide that the Board may take into account the
social, legal, economic or other effects of a proposed acquisition upon
employees, customers, suppliers and other constituencies of the Company,
communities in which the Company is located or operates, and all other
relevant factors; (2) provide that the Company could not buy back stock from
an Interested Stockholder at a price greater than fair market value without
the affirmative vote of two-thirds of the shares entitled to vote excluding
the shares held by the Interested Party; (3) provide that certain transactions
will require the affirmative vote of 80% of the shares entitled to vote upon
the existence of a Substantial Shareholder unless approved by a majority of
the Continuing Directors (those members of the Board of Directors on May 29,
1986 or who is elected to the Board of Directors after that date upon the
recommendation of the Continuing Directors); (4) provide for a classified
Board; (5) provide that Directors may be removed only for cause with the
affirmative vote of 80% of the shares entitled to vote; (6) provide that
Director nominations and stockholder proposals may only be made with prior
written notice; (7) provide that special stockholder meetings may only be
called by the Board or a committee of the Board; (8) provide for the
authorization of a class of preferred stock with the terms of such securities
to be established by the Board; and (9) provide that certain provisions of the
Articles of Incorporation and Bylaws may only be amended (a) by a majority of
the Board and the affirmative vote of two-thirds of the shares entitled to
vote or (b) by the affirmative vote of 80% of the shares entitled to vote.
The foregoing provisions are not intended to deter or impede an acquisition of
control of the Company which the Board of Directors determines to be in the
best interests of the Company and its stockholders. They are intended to
cause a prospective acquirer to negotiate with the Board of Directors and to
deter, to the extent possible, transactions that the Board determines not to
be upon terms that are fair and equitable to all stockholders.
Item 2. Exhibits
1. All exhibits required by Instruction II to Item 2 will be
supplied to the New York Stock Exchange.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Act of 1934, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized.
Fluke Corporation
(Registrant)
Date March 10, 1995 By /s/ Douglas G. McKnight
Douglas G. McKnight
Vice President, General Counsel
and Corporate Secretary
