FORM 8-A/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 July 30, 1999 (the "Amendment"), to the
Rights Agreement, dated as of June 23, 1997, 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 July 30, 1999, to the Rights
Agreement, dated as of June 23, 1997, 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.
Scott N. Greenberg
Vice President and Chief Financial
Officer
Dated: August 2, 1999
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EXHIBIT INDEX
Exhibit No. Description
4.2 Amendment, dated as of July 30, 1999, to the Rights
Agreement, dated as of June 23, 1997, between the Company
and Harris Trust Company of New York, as Rights Agent.
Exhibit 4.2
AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT, dated as of July 22, 1999 (this "Amendment"), to the RIGHTS
AGREEMENT, dated as of June 23, 1997 (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 Agent have entered into the Agreement at
the Company's direction; 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, on July 20, 1999 the Board of Directors resolved to amend the
Rights Agreement;
NOW, THEREFORE, the Agreement is amended as follows (terms used and not
defined herein have the meanings as defined in the Agreement):
1. Section 1(a) of the Agreement is amended by deleting the words
"Continuing Directors" and inserting in lieu thereof the words "directors of the
Company".
2. Section 1(i) of the Agreement is amended in its entirety to read as
follows:
(i) [Intentionally Omitted]
3. Section 11(a)(ii)(B) of the Agreement is amended by deleting the words
"Continuing Directors" and inserting in lieu thereof the words "directors of the
Company".
4. Section 11(a)(iii) of the Agreement is amended by deleting the words
"Continuing Directors" in both places where such words appear and inserting in
both places in lieu thereof the words "directors of the Company".
5. Section 11(q) of the Agreement is amended by deleting the words
"Continuing Directors" and inserting in lieu thereof the words "directors of the
Company".
6. Section 13(e) of the Agreement is amended by deleting the words
"Continuing Directors" and inserting in lieu thereof the words "directors of the
Company".
7. Section 21 of the Agreement is amended by deleting the words
"Continuing Directors" and inserting in lieu thereof the words "directors of the
Company".
8. Section 23(a) of the Agreement is amended by deleting (a) the first
proviso in its entirety and (b) from the second proviso (i) the word "further"
and (ii) the parenthetical "(with the approval of the majority of Continuing
Directors)".
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9. Clause (ii) of the fourth sentence of Section 26(a) of the Agreement is
amended in its entirety to read as follows:
(ii) [Intentionally Omitted]
10. Section 28 of the Agreement is amended by deleting (a) the
parenthetical "(with, where specifically provided for herein, the concurrence of
the Continuing Directors)" in the three places where such parenthetical appears
and (b) the phrase "or the Continuing Directors".
11. The form of Rights Certificate set forth as Exhibit B to the Agreement
is amended by deleting the sentence "Under certain circumstances set forth in
the Rights Agreement, the decision to redeem shall require the concurrence of a
majority of the Continuing Directors.".
12. Except as modified hereby, the Agreement remains in full force and
effect.
13. 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
Jerome I. Feldman, Chief Executive
Officer
HARRIS TRUST COMPANY OF NEW
YORK, as Rights Agent
Susan M. Shadel
Assistant Vice President
