FORM 8-A12B/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
GP STRATEGIES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-1926739
(State of incorporation or organization) (I.R.S. Employer Identification No.)
9 West 57th Street
New York, New York 10019
- -------------------------------------- ----------
(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
Preferred Stock Purchase Rights New York Stock Exchange
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.(c), check the following box. |X|
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. |_|
Securities Act registration file number to which this form relates:
(if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
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Item 1.Description of Registrant's Securities to be Registered
The Board of Directors of GP Strategies Corporation (the "Company") has
approved the Amendment, dated as of December 16, 1999 (the "Amendment"), to
the Rights Agreement, dated as of June 23, 1997 and amended on July 22, 1999,
between the Company and Harris Trust Company of New York, as Rights Agent. The
Amendment is being filed as an exhibit to this Registration Statement and is
hereby incorporated herein by reference.
Item 2.Exhibits
Exhibit No. Description
4.2 Amendment, dated as of December 16, 1999, to the
Rights Agreement, dated as of June 23, 1997 and
amended on July 22, 1999, between the Company and
Harris Trust Company of New York, as Rights Agent.
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, thereunto duly authorized.
GP STRATEGIES CORPORATION.
BY: Scott N. Greenberg Executive Vice President
and Chief Financial Officer
Dated: December 17, 1999
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
4.2 Amendment, dated as of December 16, 1999, to the Rights
Agreement, dated as of June 23, 1997 and amended on
July 22, 1999, between the Company and Harris Trust Company
of New York, as Rights Agent.
Exhibit No. 4.2
AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT, dated as of December 16, 1999 (this "Amendment"), to the RIGHTS
AGREEMENT, dated as of June 23, 1997, as amended (the "Agreement"), between GP
Strategies Corporation (formerly known as National Patent Development
Corporation), a Delaware corporation (the "Company"), and Harris Trust Company
of New York, a national banking association (the "Rights Agent").
WHEREAS, the Company and the Rights Agent have entered into the
Agreement; and
WHEREAS, the Company has directed that the Agreement be amended; and
WHEREAS, the Distribution Date (as defined in the Agreement) has not
occurred and the penultimate sentence of Section 26(a) of the Agreement is not
applicable to this Amendment;
WHEREAS, the Board of Directors on December 16, 1999 resolved to amend the
Rights Agreement.
NOW, THEREFORE, the parties hereby agree as follows (terms used and not
defined herein have the meanings as defined in the Agreement):
1. Section 11(a)(ii) of the Agreement is amended by deleting the words
"such number of Common Shares of the Company" and inserting in lieu thereof the
words "such number of shares of Common Stock, par value $.01 per share, of the
Company (with respect to Rights distributed with respect to shares of Common
Stock, par value $.01 per share, of the Company) or such number of shares of
Class B Capital Stock, par value $.01 per share, of the Company (with respect to
Rights distributed with respect to shares of Class B Capital Stock, par value
$.01 per share, of the Company)".
2. Except as modified hereby, the Agreement remains in full force and
effect.
3. The provisions of Sections 27, 29, 30, 31, and 32 of the Agreement
shall apply to this Amendment as if set forth herein.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.
GP STRATEGIES CORPORATION
By:
Jerome I. Feldman, President and Chief
Executive Officer
HARRIS TRUST COMPANY OF NEW YORK, as Rights Agent
By:
