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 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MARSHALL INDUSTRIES
___________________________________________________________
(Exact Name of Registrant as Specified in Its Charter)
California 95-2048764
_______________________________________ ____________
(State of incorporation or organization) (IRS Employer
Identification
Number)
9320 Telstar Avenue, El Monte, California 91731-2895
_________________________________________ ___________
(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to
registration of a class of the registration of a class
securities pursuant to Section of securities pursuant to
12(b) of the Exchange Act and Section 12(g) of the Exchange
is effective pursuant to General Act and is effective pursuant
Instruction A.(c), please check to General Instruction A.(d),
the following box. [X] please check the following
box. [ ]
Securities Act registration statement file number to which
this form relates: _______________
(If applicable)
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
___________________ ______________________________
Preferred Stock Purchase New York Stock Exchange
Rights _______________________
________________________
Securities to be registered pursuant to Section 12(g) of the
Act:
None
_______________
(Title of Class)
<PAGE>
This Amendment No. 1 to Form 8-A amends and
supplements the Form 8-A filed on February 17, 1999 by
Marshall Industries, a California corporation (the
"Company"), with respect to the Rights Agreement dated as of
February 8, 1999 between the Company and First Union
National Bank, as Rights Agent. Since the Form 8-A was filed,
the Company has filed a revised Certificate of Determination of
Junior Participating Preferred Stock with the Secretary of State
of the State of California. The purpose of this Amendment No. 1
is to amend Item 2 of the Form 8-A to include the revised Certificate of
Determination as Exhibit 2.2 hereto.
Item 2. Exhibits.
Exhibit No. Description of Exhibit
__________ ______________________
1.1 Form of Right Certificate, filed as Exhibit A to
Exhibit 2.1 to the registration statement on Form
8-A filed by the Company on February 17, 1999 and
incorporated herein by this reference.
2.1 Rights Agreement dated as of February 8, 1999
between the Company and First Union National
Bank, as Rights Agent, including the Form of
Right Certificate (Exhibit A), the Summary of
Rights to Purchase Junior Participating Preferred
Stock (Exhibit B), and the Form of Certificate of
Determination of Junior Participating Preferred
Stock (Exhibit C), filed as Exhibit 2.1 to the
registration statement on Form 8-A filed by the
Company on February 17, 1999 and incorporated
herein by this reference.
2.2 Certificate of Determination of Junior
Participating Preferred Stock.
2.3 Form of letter sent to the Company's shareholders
describing the Rights, filed as Exhibit 2.3 to
the registration statement on Form 8-A filed by
the Company on February 17, 1999 and incorporated
herein by this reference.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly
caused this Amendment No. 1 to its registration statement on
Form 8-A to be signed on its behalf by the undersigned,
thereto duly authorized.
MARSHALL INDUSTRIES
Date: March 18, 1999 By: /s/ Henry Chin
_______________________
Henry Chin
Vice President,
Chief Financial Officer
and Secretary
<PAGE>
CERTIFICATE OF DETERMINATION
of
JUNIOR PARTICIPATING PREFERRED STOCK
of
MARSHALL INDUSTRIES
The undersigned, Robert Rodin and Henry Chin,
certify that:
1. They are the duly elected and acting
President and Chief Financial Officer and Secretary,
respectively, of Marshall Industries, a California
corporation (the "Corporation").
2. The Articles of Incorporation of the
Corporation, as amended, provide for a class of shares known
as Preferred Stock, issuable from time to time in one or
more series.
3. The Board of Directors of the Corporation is
authorized, within the limitations and restrictions stated
in the Articles of Incorporation, as amended, to determine
or alter the rights, preferences, privileges, and
restrictions granted to or imposed upon any wholly unissued
series of Preferred Stock, to fix the number of shares
constituting any such series, and to determine the
designation thereof.
4. The number of shares of Junior Participating
Preferred Stock is 80,000, none of which have been issued.
5. Pursuant to authority given by the
Corporation's Articles of Incorporation, as amended, the
Board of Directors of the Corporation has duly adopted the
following resolution fixing the terms of the initial series
of Preferred Stock and the number of shares constituting the
series and the designation of the series:
RESOLVED, that pursuant to the authority granted
to the Board of Directors of the Corporation by the Articles
of Incorporation, as amended, a series of shares of the
Preferred Stock of the Corporation is hereby established and
the number of shares constituting such series and the
designation thereof, and the rights, preferences, privileges
and restrictions of the shares of such series, are fixed and
established as follows:
I. Designation and Amount
The shares of such series shall be designated as
"Junior Participating Preferred Stock" (the "Junior
Preferred Stock"). The number of shares constituting the
Junior Preferred Stock shall be 80,000, none of which have
been issued. Such number of shares may be increased or
decreased by resolution of the Board of Directors; provided,
that no decrease shall reduce the number of shares of Junior
Preferred Stock to a number less than the number of shares
then outstanding plus the number of shares reserved for
issuance upon the exercise of outstanding options, rights or
warrants or upon the conversion of any outstanding
securities issued by the Corporation convertible into Junior
Preferred Stock.
II. Dividends and Distributions
(A) Subject to the rights of the holders of any shares
of any series of Preferred Stock (or any similar stock)
ranking prior and superior to the Junior Preferred
Stock with respect to dividends, the holders of shares
of Junior Preferred Stock, in preference to the holders
of Common Stock of the Corporation, shall be entitled
to receive, when, as and if declared by the Board of
Directors out of funds legally available for the
purpose, quarterly dividends payable in cash on the
first day of March, June, September and December in
each year (each such date being referred to herein as a
"Quarterly Dividend Payment Date"), commencing on the
first Quarterly Dividend Payment Date after the first
issuance of a share or fraction of a share of Junior
Preferred Stock, in an amount per share (rounded to the
nearest cent) equal to the greater of (a) $1.00 or
(b) subject to the provision for adjustment hereinafter
set forth, 1000 times the aggregate per share amount of
all cash dividends, and 1000 times the aggregate per
share amount (payable in kind) of all non-cash
dividends or other distributions, other than a dividend
payable in shares of Common Stock or a subdivision of
the outstanding shares of Common Stock (by
reclassification or otherwise), declared on the Common
Stock since the immediately preceding Quarterly
Dividend Payment Date or, with respect to the first
Quarterly Dividend Payment Date, since the first
issuance of any share or fraction of a share of Junior
Preferred Stock. In the event the Corporation shall at
any time declare or pay any dividend on the Common
Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification
or otherwise than by payment of a dividend in shares of
Common Stock) into a greater or lesser number of shares
of Common Stock, then in each such case the amount to
which holders of shares of Junior Preferred Stock were
entitled immediately prior to such event under clause
(b) of the preceding sentence shall be adjusted by
multiplying such amount by a fraction, the numerator of
which is the number of shares of Common Stock
outstanding immediately after such event and the
denominator of which is the number of shares of Common
Stock that were outstanding immediately prior to such
event.
(B) The Corporation shall declare a dividend or
distribution on the Junior Preferred Stock as provided
in paragraph (A) of this Section immediately after it
declares a dividend or distribution on the Common Stock
(other than a dividend payable in shares of Common
Stock); provided that, in the event no dividend or
distribution shall have been declared on the Common
Stock during the period between any Quarterly Dividend
Payment Date and the next subsequent Quarterly Dividend
Payment Date, a dividend of $1.00 per share on the
Junior Preferred Stock shall nevertheless be payable on
such subsequent Quarterly Dividend Payment Date.
(C) Dividends shall begin to accrue and be cumulative
on outstanding shares of Junior Preferred Stock from
the Quarterly Dividend Payment Date next preceding the
date of issue of such shares, unless the date of issue
of such shares is prior to the record date for the
first Quarterly Dividend Payment Date, in which case
dividends on such shares shall begin to accrue from the
date of issue of such shares, or unless the date of
issue is a Quarterly Dividend Payment Date or is a date
after the record date for the determination of holders
of shares of Junior Preferred Stock entitled to receive
a quarterly dividend and before such Quarterly Dividend
Payment Date, in either of which events such dividends
shall begin to accrue and be cumulative from such
Quarterly Dividend Payment Date. Accrued but unpaid
dividends shall not bear interest. Dividends paid on
the shares of Junior Preferred Stock in an amount less
than the total amount of such dividends at the time
accrued and payable on such shares shall be allocated
pro rata on a share-by-share basis among all such
shares at the time outstanding. The Board of Directors
may fix a record date for the determination of holders
of shares of Junior Preferred Stock entitled to receive
payment of a dividend or distribution declared thereon,
which record date shall be not more than 60 days prior
to the date fixed for the payment thereof.
III. Voting Rights
The holders of shares of Junior Preferred Stock
shall have the following voting rights:
(A) Subject to the provision for adjustment
hereinafter set forth, each share of Junior Preferred
Stock shall entitle the holder thereof to 1000 votes on
all matters submitted to a vote of the shareholders of
the Corporation.
(B) Except as otherwise provided herein, or in any
other resolutions of the Board creating a series of
Preferred Stock or any similar stock, or by law, the
holders of shares of Junior Preferred Stock and the
holders of shares of Common Stock and any other capital
stock of the Corporation having general voting rights
shall vote together as one class on all matters
submitted to a vote of shareholders of the Corporation.
(C) Except as set forth in Paragraph (A) and (B) of
this Section III, Section X of this Certificate of
Determination or in the Corporation's Articles of
Incorporation, as amended; or otherwise provided by
law, holders of Junior Preferred Stock shall have no
voting rights.
IV. Certain Restrictions
(A) Whenever quarterly dividends or other dividends or
distributions payable on the Junior Preferred Stock as
provided in Section II are in arrears, thereafter and
until all accrued and unpaid dividends and
distributions, whether or not declared, on shares of
Junior Preferred Stock outstanding shall have been paid
in full, the Corporation shall not:
(i) declare or pay dividends, or make any other
distributions, on any shares of stock ranking
junior (either as to dividends or upon
liquidation, dissolution or winding up) to the
Junior Preferred Stock;
(ii) declare or pay dividends, or make any other
distributions, on any shares of stock ranking on a
parity (either as to dividends or upon
liquidation, dissolution or winding up) with the
Junior Preferred Stock, except dividends paid
ratably on the Junior Preferred Stock and all such
parity stock on which dividends are payable or in
arrears in proportion to the total amounts to
which the holders of all such shares are then
entitled;
(iii) redeem or purchase or otherwise acquire
for consideration shares of any stock ranking
junior (either as to dividends or upon
liquidation, dissolution or winding up) to the
Junior Preferred Stock, provided that the
Corporation may at any time redeem, purchase or
otherwise acquire shares of any such junior stock
in exchange for shares of any stock of the
Corporation ranking junior (either as to dividends
or upon dissolution, liquidation or winding up) to
the Junior Preferred Stock; or
(iv) redeem or purchase or otherwise acquire for
consideration any shares of Junior Preferred
Stock, or any shares of stock ranking on a parity
with the Junior Preferred Stock, except in
accordance with a purchase offer made in writing
or by publication (as determined by the Board of
Directors) to all holders of such shares upon such
terms as the Board of Directors, after
consideration of the respective annual dividend
rates and other relative rights and preferences of
the respective series and classes, shall determine
in good faith will result in fair and equitable
treatment among the respective series or classes.
(B) The Corporation shall not permit any subsidiary of
the Corporation to purchase or otherwise acquire for
consideration any shares of stock of the Corporation
unless the Corporation could, under paragraph (A) of
this Section IV, purchase or otherwise acquire such
shares at such time and in such manner.
V. Reacquired Shares
Any shares of Junior Preferred Stock purchased or
otherwise acquired by the Corporation in any manner
whatsoever shall be retired and cancelled promptly after the
acquisition thereof. All such shares shall upon their
cancellation become authorized but unissued shares of
Preferred Stock and may be reissued as part of a new series
of Preferred Stock subject to the conditions and
restrictions on issuance set forth herein, in the Articles
of Incorporation, as amended, in any other Certificate of
Determination creating a series of Preferred Stock or any
similar stock or as otherwise required by law.
VI. Liquidation, Dissolution or Winding Up
Upon any liquidation, dissolution or winding up of
the Corporation, no distribution shall be made (1) to the
holders of shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to
the Junior Preferred Stock unless, prior thereto, the
holders of shares of Junior Preferred Stock shall have
received $1000 per share, plus an amount equal to accrued
and unpaid dividends and distributions thereon, whether or
not declared, to the date of such payment, provided that the
holders of shares of Junior Preferred Stock shall be
entitled to receive an aggregate amount per share, subject
to the provision for adjustment hereinafter set forth, equal
to 1000 times the aggregate amount to be distributed per
share to holders of shares of Common Stock, or (2) to the
holders of shares of stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up)
with the Junior Preferred Stock, except distributions made
ratably on the Junior Preferred Stock and all such parity
stock in proportion to the total amounts to which the
holders of all such shares are entitled upon such
liquidation, dissolution or winding up. In the event the
Corporation shall at any time declare or pay any dividend on
the Common Stock payable in shares of Common Stock, or
effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or
otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common
Stock, then in each such case the aggregate amount to which
holders of shares of Junior Preferred Stock were entitled
immediately prior to such event under the proviso in clause
(1) of the preceding sentence shall be adjusted by
multiplying such amount by a fraction the numerator of which
is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding
immediately prior to such event.
VII. Consolidation, Merger, etc.
In case the Corporation shall enter into any
consolidation, merger, combination or other transaction in
which the shares of Common Stock are exchanged for or
changed into other stock or securities, cash and/or any
other property, then in any such case each share of Junior
Preferred Stock shall at the same time be similarly
exchanged or changed into an amount per share, subject to
the provision for adjustment hereinafter set forth, equal to
1000 times the aggregate amount of stock, securities, cash
and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is
changed or exchanged. In the event the Corporation shall at
any time declare or pay any dividend on the Common Stock
payable in shares of Common Stock, or effect a subdivision
or combination or consolidation of the outstanding shares of
Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in
each such case the amount set forth in the preceding
sentence with respect to the exchange or change of shares of
Junior Preferred Stock shall be adjusted by multiplying such
amount by a fraction, the numerator of which is the number
of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares
of Common Stock that were outstanding immediately prior to
such event.
VIII. Redemption
The shares of Junior Preferred Stock shall not be
redeemable.
IX. Rank
The Junior Preferred Stock shall rank, with
respect to the payment of dividends and the distribution of
assets, junior to all other series of the Corporation's
Preferred Stock.
X. Amendment
The Articles of Incorporation of the Corporation,
as amended, including this Certificate of Determination,
shall not be amended in any manner which would alter or
change the powers, preferences or special rights of the
Junior Preferred Stock so as to affect them adversely
without the affirmative vote of the holders of at least two-
thirds of the outstanding shares of Junior Preferred Stock,
voting together as a single class.
IN WITNESS WHEREOF, the undersigned have executed
this Certificate of Determination on this 25th day of
February 1999.
/s/ Robert Rodin
__________________
Robert Rodin
President
/s/ Henry W. Chin
__________________
Henry W. Chin
Chief Financial Officer and
Secretary
The undersigned each further declare under penalty
of perjury that the matters set out in the foregoing
Certificate of Determination are true of his own knowledge.
Executed at El Monte, California on February 25,
1999.
/s/ Robert Rodin
_________________
Robert Rodin
President
/s/ Henry W. Chin
__________________
Henry W. Chin
Chief Financial Officer and
Secretary
