FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OF THE
SECURITIES EXCHANGE ACT OF 1934
National-Standard Company
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Indiana 38-1493458
- --------------------------------------- ------------------------------------
(State of incorporation or organization (I.R.S. Employer Identification No.)
1618 Terminal Road, Niles, Michigan 49120
- ---------------------------------------- ------------------------------------
(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
Common Stock, Par Value American Stock Exchange, Inc.
$.01 per share
-----------------------
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 Statement 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)
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Our authorized capital stock consists of 25,600,000 shares, divided
into 25,000,000 shares of common stock, $.01 par value per share, and 600,000
shares of preferred stock, $1.00 par value per share.
COMMON STOCK
Each holder of common stock is entitled to one vote per share at any
meeting of the shareholders of the corporation. Subject to the preferential
dividends on any outstanding preferred stock, the board of directors may declare
dividends on the common stock out of legally available funds.
In the event of our liquidation, dissolution or winding up, holders of
any outstanding preferred stock of each series shall be entitled to receive an
amount determined by resolution establishing said series, together with an
additional amount equal to all accrued and unpaid dividends. If less than the
full amounts are paid or set apart for payment to the preferred stock holders,
any amount so paid or payable shall be paid in proportion to the respective
amounts payable in full payment. After payment or setting apart for payment to
the holders of preferred stock the preferential amounts payable to them, all
remaining assets shall be distributed pro rata to the holders of common stock.
Holders of common stock have no preemptive rights.
PREFERRED STOCK
The authorized preferred stock is available for issuance from time to
time at the discretion of the board of directors without stockholder approval.
The board of directors has the authority to prescribe for each series of
preferred stock it establishes the number of shares of that series, the number
of votes, if any, to which the shares in that series are entitled, the
designations, preferences and relative, participating, optional and other
rights, as well as the qualifications, limitations or restrictions of the shares
in that series. Depending on the rights prescribed for a series of preferred
stock, the issuance of preferred stock could have an adverse effect on the
voting power of the holders of common stock and could adversely affect holders
of common stock by delaying or preventing a change in control. The prescribed
rights could make removal of present management more difficult or impose
restrictions upon the payment of dividends and other restrictions to the holders
of common stock.
The board of directors also possesses the right to grant to the holders
of shares of any class of stock the right to purchase or subscribe for shares of
stock of any class or any other securities of the corporation. The board of
directors may fix the prices and other terms and conditions of these shares. If
the board grants this right to the holders of preferred stock, the consequences
listed in the above paragraph may also occur.
<PAGE>
CERTAIN PROVISIONS OF ARTICLES OF INCORPORATION AND BY-LAWS
Certain provisions of our Articles of Incorporation and By-Laws may
delay or make more difficult unsolicited acquisitions or changes in control.
These provisions could have the effect of discouraging third parties from making
proposals involving an unsolicited acquisition or change in control, although
these proposals, if made, might be considered desirable by a majority of our
stockholders. These provisions may also have the effect of making it more
difficult for third parties to replace the current management without the
concurrence of the board of directors.
A provision contained in both the Articles of Incorporation and
By-Laws:
- the division of the board of directors into three classes,
serving staggered terms of office of three years.
A provision contained in the Articles of Incorporation only:
- the availability of authorized but unissued shares of preferred stock
for issuance from time to time at the discretion of the board of directors.
Provisions contained in the By-Laws only:
- permitting only the board of directors, the Chairman or the
President to call a special meeting of stockholders; and
- requirements for advance notice for raising business or making
nominations at stockholders' meetings.
ITEM 2. EXHIBITS
1. Articles of Incorporation of the Registrant (incorporated
herein by reference from Exhibit (3)(i) to Registrant's Annual Report on Form
10-K for 1994, filed December 14, 1994).
2. By-Laws of the Registrant (incorporated herein by reference
from Exhibit (3)(ii) to Registrant's Annual Report on Form 10-K for 1994, filed
December 14, 1994).
<PAGE>
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, thereto duly authorized.
Dated: October 6, 1999 NATIONAL-STANDARD COMPANY
By: /s/ Michael B. Savitske
________________________
Name: Michael B. Savitske
Title: President & Chief
Executive Officer
