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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
AMENDMENT TO APPLICATION OR REPORT
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
LINDBERG CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 36-1391480
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(State of Incorporation) (I.R.S. Employer Identification No.)
6133 North River Road, Suite 700, Rosemont, Illinois 60018
(Address of principal executive offices including zip code)
If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(1), please
check the following box. [ ]
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
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.(d), 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. [X]
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class Name of each exchange on which
to be so registered each class is to be registered
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None None
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Share Purchase Rights
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Item 1. Description of Registrant's Securities to be Registered
Item 1 is hereby amended, as described below, to reflect certain
changes that Lindberg Corporation (the "Company") has made to the Rights
Agreement, dated as of November 21, 1996 (the "Rights Agreement"), by and
between the Company and Harris Trust and Savings Bank, as Rights Agent (the
"Rights Agent").
On December 13, 2000, the Company entered into an Agreement and Plan
of Merger dated December 13, 2000 (the "Merger Agreement") among Bodycote
International plc, a public limited company organized under the laws of England
("Parent"), Bodycote Investments VI, Inc., a Delaware corporation and an
indirect, wholly-owned subsidiary of Parent ("Merger Sub"), and the Company,
with respect to a tender offer by Merger Sub for all of the outstanding shares
of common stock, par value $0.01 per share, of the Company (the "Offer"),
followed by the merger of Merger Sub with and into the Company (the "Merger"),
all in accordance with the terms and subject to the conditions set forth in the
Merger Agreement.
In connection with the execution of the Merger Agreement, the Board of
Directors of the Company approved an amendment (the "Amendment") to the Rights
Agreement, effective December 13, 2000. As required by the Merger Agreement, the
Amendment modified the Rights Agreement to provide that for so long as the
Merger Agreement or the Voting Agreement (as such term is defined in the Merger
Agreement) is in full force and effect,
(i) none of the Parent and its subsidiaries (including Merger
Sub) shall become an "Acquiring Person" and no "Stock Acquisition
Date" (as such terms are defined in the Rights Agreement) shall occur
as a result of the approval, announcement, execution, delivery and
performance of the Merger Agreement or the Voting Agreement or the
consummation of the Offer or the Merger,
(ii) no "Distribution Date" or "Flip-In Event" (as such terms
are defined in the Rights Agreement) shall occur as a result of the
approval, announcement, execution, delivery or performance of the
Merger Agreement, the Voting Agreement or the consummation of any of
the transactions contemplated thereby,
(iii) each of Parent and Merger Sub will not be an Acquiring
Person as a result of the transactions contemplated by the Merger
Agreement or the Voting Agreement, and
(iv) the Rights Agreement will expire or otherwise terminate
immediately prior to the initial purchase of shares of common stock in
the Offer contemplated by the Merger Agreement, if they have not
expired earlier.
The foregoing summary of the Amendment is not complete and is
qualified in its entirety by reference to the full text of the Amendment, which
is attached hereto as Exhibit 2 and is incorporated herein by reference.
2
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Item 2. Exhibits
1. Rights Agreement dated as of November 21, 1996, between Lindberg
Corporation and Harris Trust and Savings Bank, as Rights Agent, including the
form of Rights Certificate and the Summary of Rights to Purchase Shares of
Common Stock of Lindberg Corporation (incorporated by reference to Exhibit 1 to
the Company's Form 8-A filed on December 6, 1996).
2. Amendment to the Rights Agreement dated December 13, 2000 between
the Company and the Rights Agent (filed herewith).
SIGNATURES
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 hereunto duly authorized.
LINDBERG CORPORATION
/s/STEPHEN S. PENLEY
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By: Stephen S. Penley
Executive Vice President
Date: January 2, 2001
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EXHIBIT INDEX
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Exhibit No. Description
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1 Rights Agreement dated November 21, 1996 between the Company
and Harris Trust and Savings Bank, as Rights Agent
(incorporated herein by reference to Exhibit 1 to the
Company's Form 8-A filed on December 6, 1996).
2 Amendment to the Rights Agreement dated December 13, 2000
between the Company and Harris Trust and Savings Bank, as
Rights Agent.
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