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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2
TO
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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HARVARD INDUSTRIES, INC.
(Exact name of Registrant as specified in its charter)
FLORIDA 21-0715310
(State or other Jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2502 N. Rocky Point Drive, Suite 960
Tampa, Florida
(Address of principal executive offices)
33607
(Zip Code)
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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:
Name of each exchange on which
Title of each class to be registered each class is to be registered
------------------------------------ ------------------------------
Preferred Stock Purchase Rights National Association of Securities
Dealers, Inc. Automated Quotation
System
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Articles of Merger were filed with the Secretary of State of
Florida on March 22, 1996, pursuant to which Harvard Industries, Inc., a
Delaware corporation (the "Delaware Corporation"), merged with and into its
wholly-owned subsidiary, Harvard Merger Corporation, a Florida corporation.
The purpose of the merger was to change the state of incorporation of the
Delaware Corporation from Delaware to Florida. Effective with the filing of
the Articles of Merger and as part thereof, Harvard Merger Corporation, as the
surviving corporation of the merger, changed its name to Harvard Industries,
Inc. (the "Registrant").
Information concerning the Registrant's Preferred Stock
Purchase Rights (the "Rights") is contained in the Registrant's Registration
Statement on Form 8-A dated October 24, 1994, and amended by the Form 8-A/A
dated June 12, 1995. All capitalized terms not otherwise defined herein have
the meanings given them in the Rights Agreement.
On May 15, 1996, the Board of Directors of the Registrant
adopted and approved an amendment (the "Amendment") to the Rights Agreement
dated as of October 18, 1994 between the Registrant and Shawmut Bank
Connecticut, National Association, as Rights Agent (the "Rights Agreement").
The Amendment provides that the Rights Agreement, each Right and each Rights
Certificate shall be deemed to be a contract made under the laws of the State
of Florida and for all purposes shall be governed by and construed in
accordance with the laws of the State of Florida. The full text of the
Amendment is filed as Exhibit 3 hereto, and the foregoing summary is qualified
in its entirety by reference to such Exhibit.
Except as provided in the Amendment, all other terms and
conditions of the Rights Agreement remain in full force and effect.
ITEM 2. EXHIBITS.
The following exhibits are furnished herewith and incorporated
herein by reference:
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Exhibit No. Description of Exhibits
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1 Rights Agreement, dated as of October 18, 1994,
between the Registrant and Fleet National Bank
(formerly Shawmut Bank Connecticut, National
Association), as Rights Agent (incorporated by
reference to Exhibit 2 to the Registration Statement
on Form 8-A of the Registrant filed with the
Securities and Exchange Commission on October 24,
1994 (File No. 0-21362)).
2 Amendment No. 1 to Rights Agreement, dated as of
June 12, 1995, between the Registrant and Fleet
National Bank (formerly Shawmut Bank Connecticut,
National Association), as Rights Agent (incorporated
by reference to Exhibit 1 to Amendment to the
Registration Statement on Form 8-A of the Registrant
filed with the Securities and Exchange Commission on
June 20, 1995 (File No. 0-21362)).
3 Amendment No. 2 to Rights Agreement effective as of
May 31, 1996, between the Registrant and Fleet
National Bank (formerly Shawmut Bank Connecticut,
National Association), as Rights Agent
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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 No. 2 to the
Registration Statement on Form 8/A to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: June 17, 1996
HARVARD INDUSTRIES, INC.
By /s/ Richard T. Dawson
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Richard T. Dawson, Vice President
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EXHIBIT INDEX
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EXHIBIT DESCRIPTION
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1 Rights Agreement, dated as of October 18, 1994, between the
Registrant and Fleet National Bank (formerly Shawmut Bank
Connecticut, National Association), as Rights Agent (incorporated by
reference to Exhibit 2 to the Registration Statement on Form 8-A of
the Registrant filed with the Securities and Exchange Commission on
October 24, 1994 (File No. 0-21362)).
2 Amendment No. 1 to Rights Agreement, dated as of June 12, 1995,
between the Registrant and Fleet National Bank (formerly Shawmut
Bank Connecticut, National Association), as Rights Agent
(incorporated by reference to Exhibit 1 to Amendment to the
Registration Statement on Form 8-A of the Registrant filed with the
Securities and Exchange Commission on June 20, 1995 (File No.
0-21362)).
3 Amendment No. 2 to Rights Agreement effective as of May 31, 1996,
between Registrant and Fleet National Bank (formerly Shawmut Bank
Connecticut, National Association), as Rights Agent.
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EXHIBIT NO. 3
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AMENDMENT NO. 2 TO RIGHTS AGREEMENT
This AMENDMENT No. 2, effective as of May 31, 1996 (the
"Amendment"), to the Rights Agreement between Harvard Industries, Inc., a
Florida corporation (the "Company"), and Fleet National Bank (formerly Shawmut
Bank Connecticut, National Association), as Rights Agent (the "Rights Agent"),
dated as of October 18, 1994.
BACKGROUND
The Company and the Rights Agent desire to amend the Rights
Agreement pursuant to Section 26(iv) of the Rights Agreement. Accordingly, an
officer of the Company has concurrently herewith delivered to the Rights Agent a
certificate stating that this Amendment is in compliance with Section 26 of the
Rights Agreement and the Rights Agent acknowledges that, pursuant to Section 26,
it shall execute this Amendment.
THEREFORE, in consideration of the premises and mutual
agreements set forth in the Rights Agreement and this Amendment, the parties
hereby agree as follows:
1. Section 31 of the Rights Agreement is hereby amended
and restated in its entirety as follows:
" Governing Law. This Agreement, each Right and each
Rights Certificate issued hereunder shall be deemed to be a
contract made under the laws of the State of Florida and
for all purposes shall be governed by and construed in
accordance with the laws of such State applicable to
contracts made and to be performed entirely within such
State."
2. Except as hereby amended, the Rights Agreement shall
remain in full force and effect.
3. This Amendment may be executed in two or more
counterparts and each shall be deemed an original for all purposes and all of
which together shall constitute one and the same Amendment.
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IN WITNESS WHEREOF, this Amendment has been duly executed
and delivered by the authorized officers of the Company and the Rights Agent as
of the date first above written.
HARVARD INDUSTRIES, INC.
By:/s/ Richard T. Dawson
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Richard T. Dawson
Vice President
FLEET NATIONAL BANK
By:/s/ Philip G. Kane, Jr.
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Name: Philip G. Kane
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Title: Vice President
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