<PAGE>
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
FMC CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 94-0479804
(State of incorporation or organization) (IRS Employer Identification No.)
200 EAST RANDOLPH DRIVE
CHICAGO, ILLINOIS 60601
(Address of principal executive office) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on which
Title of each class to be so registered each class is to be registered
- --------------------------------------- ------------------------------
Preferred Share Purchase Rights New York Stock Exchange
Pacific Stock Exchange
___________________________________
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities.
On February 22, 1986, the Board of Directors of FMC Corporation (the
"Company") declared a dividend distribution of one preferred share purchase
right (a "Right") for each outstanding share of Common Stock, par value $.10 per
share (the "Common Stock"), of the Company. The distribution was payable on
March 7, 1986 to stockholders of record on that date. The description and terms
of the Rights are set forth in an Amended and Restated Rights Agreement, dated
as of February 19, 1988, as amended (the "Rights Agreement"), between the
Company and Harris Trust and Savings Bank, as Rights Agent (the "Rights Agent"),
which has been previously filed and is incorporated herein by reference as
Exhibit 1. Each Right entitles the registered holder thereof to purchase from
the Company one one-hundredth of a share of Junior Participating Preferred
Stock, Series A without par value (the "Series A Preferred Stock"), of the
Company at a price of $300 per one one-hundredth of a share (the "Purchase
Price"), subject to adjustment.
Until the earlier to occur of (x) 10 days following the date of a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person"), which term does not include the Company, any employee
benefit plan of the Company, or any entity holding Common Stock for or pursuant
to the terms of any such plan, has acquired or has obtained the right to acquire
beneficial ownership (as defined in the Rights Agreement) of 15% or more of the
outstanding Common Stock or (y) 10 days following the date of the commencement
of, or public announcement of an intention to make, a tender offer or exchange
offer for 15% or more of such outstanding Common Stock (the later of such dates
being called the "Distribution Date"), the Rights will be evidenced, with
respect to the Common Stock certificates outstanding as of March 7, 1986, by
such certificates. The Rights Agreement provides that, until the Distribution
Date, the Rights will be transferred with and only with the Common Stock
certificates. Until the Distribution Date (or earlier redemption or expiration
of the Rights), new Common Stock certificates issued after March 7, 1986 upon
transfer or new issuance of shares of Common Stock will contain a notation
incorporating the Rights Agreement by reference.
Until the Distribution Date (or earlier redemption or expiration of the
Rights), the surrender for transfer of any Common Stock certificates will also
constitute the transfer of the Rights associated with the Common Stock
represented by such certificates. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date and such separate Right Certificates
alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights will
expire as of March 7, 2006, unless earlier redeemed or exchanged by the Company
as described below.
The Purchase Price payable, and the number of shares of Series A Preferred
Stock or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of the
Series A Preferred Stock, (ii) upon the grant to holders of the Series A
Preferred Stock of certain rights or warrants to subscribe for or purchase
Series A Preferred Stock or securities convertible into Series A Preferred Stock
at less than the then current market price of the Series A Preferred Stock or
(iii) upon the distribution to holders of the Series A Preferred Stock of
evidences of indebtedness or assets (excluding regular periodic cash dividends
out of earnings or retained earnings or dividends payable in Series A Preferred
Stock) or of subscription rights or warrants (other than those referred to
above).
<PAGE>
With certain exceptions, no adjustment in the Purchase Price will be required
until cumulative adjustments require an adjustment of at least 1% in such
Purchase Price. No fractional shares of the Series A Preferred Stock will be
issued (other than fractions which are integral multiples of one one-hundredth
of a share, which may, at the election of the Company, be evidenced by
depositary receipts) and in lieu thereof, an adjustment in cash will be made
based on the market price of the Series A Preferred Stock on the last trading
date prior to the date of exercise.
In the event that the Company is involved in a merger or other business
combination where the Company is not the surviving corporation or where the
Common Stock is changed or exchanged or in a transaction where 50% or more of
its consolidated assets or earning power are sold, proper provision will be made
so that each holder of a Right will thereafter have the right to receive, upon
the exercise thereof at the then current exercise price of the Right, that
number of shares of common stock of the acquiring company which at the time of
such transaction would have a market value of two times the exercise price of
the Right. In the event that the Company is the surviving corporation in a
merger or other business combination involving an Acquiring Person and its
Common Stock remains outstanding and unchanged or in the event that an Acquiring
Person engages in one of a number of self-dealing transactions specified in the
Rights Agreement, proper provision will be made so that each holder of a Right,
other than Rights that are or were beneficially owned (as defined in the Rights
Agreement) by the Acquiring Person (which shall be void), will thereafter have
the right to receive upon exercise that number of shares of Common Stock having
a market value of two times the exercise price of the Right.
In general, at any time until 10 days following the Stock Acquisition Date,
the Company may redeem the Rights in whole, but not in part, at a price of $.05
per Right (the "Redemption Price"). For purposes of the Rights Agreement, the
"Stock Acquisition Date" is the date that a public announcement that an
Acquiring Person has acquired, or obtained the right to acquire, beneficial
ownership of 20% or more of the outstanding shares of Common Stock. After the
redemption period has expired, the Company's right of redemption may be
reinstated if an Acquiring Person reduces its beneficial ownership to 10% or
less of the outstanding shares of Common Stock in a transaction or series of
transactions not involving the Company. Immediately upon the action of the Board
of Directors of the Company electing to redeem the Rights, the right to exercise
the Rights will terminate and the only right of the holders of Rights will be to
receive the Redemption Price.
The Rights Agreement also provides that at any time after a Person becomes
an Acquiring Person, the Company may exchange the Rights (other than Rights
owned by an Acquiring Person or an affiliate or an associate of an Acquiring
Person, which will become void), in whole or in part, at an exchange ratio of
one share of Common Stock, and for other equity securities deemed to have the
same value as one share of Common Stock, or Right, subject to adjustment.
<PAGE>
Until a Right is exercised or exchanged, the holder thereof, as such, will
have no rights as a shareholder of the Company, including, without limitation,
the right to vote or to receive dividends.
The Series A Preferred Stock purchasable upon exercise of the Rights will
be nonredeemable and junior to the Company's outstanding series of Preferred
Stock. Each share of Series A Preferred Stock will have a minimum preferential
quarterly dividend rate of $25 per share but will be entitled to receive, in the
aggregate, a dividend of 100 times the dividend declared on each share of Common
Stock. In the event of liquidation the holders of the Series A Preferred Stock
will receive a minimum liquidation payment of $100 per share but will be
entitled to receive an aggregate liquidation payment equal to 100 times the
payment made per share of Common Stock. Each share of Series A Preferred Stock
will have 100 votes, voting together with the Common Stock. In the event of any
merger, consolidation or other transaction in which shares of Common Stock are
exchanged, each share of Series A Preferred Stock will be entitled to receive
100 times the amount and type of consideration received per share of Common
Stock. The rights of the Series A Preferred Stock as to dividends, liquidation
and voting, and in the event of mergers and consolidations, are protected by
customary anti-dilution provisions. Because of the nature of the Series A
Preferred Stock's dividend, liquidation and voting rights, the value of the
interest in a share of Series A Preferred Stock purchasable upon the exercise of
each Right should approximate the value of one share of Common Stock.
The Company has reserved 400,000 shares of Series A Preferred Stock for
possible issuance under the Rights Agreement Plan.
The foregoing description of the Rights is qualified by reference to the
Rights Agreement which has been previously filed and is incorporated herein
by reference as Exhibit 1.
Item 2. Exhibits.
1. Amended and Restated Rights Agreement, dated as of February 19,
1988, between FMC Corporation and Harris Trust and Savings Bank
(incorporated by reference from Exhibit 4 to Form SE, dated
February 23, 1988 and filed on February 24, 1988), as amended by
Amendment to Amended and Restated Rights Agreement, dated February
9, 1996, between FMC Corporation and Harris Trust and Savings Bank
(incorporated by reference from Exhibit 5 to Form 8-A/A, dated
February 9, 1996 and filed on February 12, 1996).
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.
FMC CORPORATION
Registrant
By: /s/ Robert L. Day
------------------------------------
Name: Robert L. Day
Date: 10/29/96 Title: Secretary
