SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
GRAHAM CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 16-1194720
(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
20 FLORENCE AVENUE, POST OFFICE BOX 719,
BATAVIA, NEW YORK 14020
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. |_| box. |X|
Securities Act registration statement
file number to which this form relates: NOT APPLICABLE
(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
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NOT APPLICABLE NOT APPLICABLE
Securities to be registered pursuant to Section 12(g) of the Act:
PREFERRED STOCK PURCHASE RIGHTS
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
In General.
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On July 27, 2000, the board of directors of Graham Corporation (the
"CORPORATION") (the "BOARD") declared a dividend of one preferred stock purchase
right (the "RIGHT") for each outstanding share of common stock, par value TEN
CENTS ($0.10) per share (the "COMMON STOCK"), of the Corporation. The dividend
is payable on September 11, 2000 (the "RECORD DATE") to the stockholders of
record on that date. Each Right entitles the registered holder to purchase from
the Corporation one one-hundredth (1/100) interest in a share of Series A Junior
Participating Preferred Stock, par value ONE DOLLAR ($1.00) per share (the
"PREFERRED STOCK"), of the Corporation, at a price of FORTY-FIVE DOLLARS
($45.00) per one one-hundredth (1/100) interest in a share of Preferred Stock
(the "PURCHASE PRICE"), subject to adjustment. The description and terms of the
Rights are set forth in a Rights Agreement, as the same may be amended from time
to time (the "RIGHTS AGREEMENT") dated as of July 27, 2000 between the
Corporation and ChaseMellon Shareholder Services, L.L.C., as Rights Agent (the
"RIGHTS AGENT").
Distribution Date.
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Until the date on which certain events take place (the "DISTRIBUTION
DATE"), the Rights will be evidenced by, with respect to any Common Stock
certificate outstanding on the Record Date, such Common Stock certificate with a
copy of a summary of Rights attached thereto. The term "DISTRIBUTION DATE" means
the earlier of (a) the twentieth (20th) "BUSINESS DAY" (any day other than a
Saturday, a Sunday or a day on which banking institutions in the State of New
York are authorized or obligated by law or executive order to close) following a
public announcement that an individual, firm, corporation, partnership, limited
liability company, joint venture, trust, association, unincorporated
organization or other entity or any successor (by merger or otherwise) of such
entity ("PERSON") or group of affiliated or associated Persons has acquired
beneficial ownership of fifteen percent (15%) or more of the outstanding Common
Stock (collectively, an "ACQUIRING PERSON") or (b) the twentieth (20th) Business
Day (or such later date as may be determined by the Board) following the
commencement of, or announcement of an intention to make, a tender offer or
exchange offer, the consummation of which would result in the beneficial
ownership by a Person or group of affiliated or associated Persons of fifteen
percent (15%) or more of such outstanding Common Stock.
Transfer of Rights and Certificates.
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The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with and only with the Common Stock. Until the
Distribution Date (or earlier redemption or expiration of the Rights), new
Common Stock certificates issued after the Record Date upon transfer or new
issuance of Common Stock will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender for transfer of any certificates for
Common Stock outstanding as of the Record Date, even without such notation or a
copy of this Summary of Rights being attached thereto, will also constitute the
transfer of the Rights associated with the Common Stock represented by such
certificate. As soon as practicable following the Distribution Date, separate
certificates evidencing
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the Rights (the "RIGHT CERTIFICATES") will be mailed to holders of record of the
Common Stock as of the close of business on the Distribution Date, and such
separate Right Certificates alone will evidence the Rights.
Exercise Period.
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The Rights are not exercisable until the Distribution Date. The Rights
will expire on the Final Expiration Date, unless the Final Expiration Date is
extended, or the Rights are earlier redeemed by the Corporation. The term "FINAL
EXPIRATION DATE" is defined in the Rights Agreement and generally means
September 11, 2010.
Adjustments.
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(a) The Purchase Price payable, and the number of interests in shares
of Preferred Stock or other securities or property issuable, upon exercise of
the Rights are subject to adjustment from time to time to prevent dilution (i)
in the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Preferred Stock, (ii) upon the grant to holders of the
Preferred Stock of certain rights or warrants to subscribe for or purchase
Preferred Stock at a price, or securities convertible into Preferred Stock with
a conversion price, less than the then current market price of the Preferred
Stock or (iii) upon the distribution to holders of the Preferred Stock of
evidences of indebtedness or assets (excluding regular periodic cash dividends
paid out of earnings or retained earnings or dividends payable in Preferred
Stock) or of subscription rights or warrants (other than those referred to
above).
(b) The number of outstanding Rights and the number of one
one-hundredth (1/100) interests in shares of Preferred Stock issuable upon
exercise of each Right are also subject to adjustment in the event of a stock
split of the Common Stock or a stock dividend on the Common Stock payable in
Common Stock or subdivisions, consolidations or combinations of the Common Stock
occurring, in any such case, prior to the Distribution Date.
(c) With certain exceptions, no adjustment in the Purchase Price will
be required until cumulative adjustments require an adjustment of at least one
percent (1%) in such Purchase Price. No fractional shares of Preferred Stock
will be issued (other than fractions which are integral multiples of one
one-hundredth (1/100) of a share of Preferred Stock, which may, at the election
of the Corporation, be evidenced by depositary receipts) and in lieu thereof, an
adjustment in cash will be made based on the market price of the Preferred Stock
on the last trading day prior to the date of exercise.
Preferred Stock.
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(a) Interests in shares of Preferred Stock purchasable upon exercise of
the Rights will not be redeemable. Each share of Preferred Stock will be
entitled to a minimum preferential quarterly dividend payment of ONE DOLLAR
($1.00) per share but will be entitled to an aggregate dividend of one hundred
(100) times the dividend declared per Common Stock. In the event of liquidation,
the holders of the interests in shares of Preferred Stock will be entitled to a
minimum preferential liquidation payment of ONE HUNDRED DOLLARS ($100.00) per
share but will be entitled to an
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aggregate payment of one hundred (100) times the payment made per Common Stock.
Each share of Preferred Stock will have one hundred (100) votes, voting together
with the Common Stock. Finally, in the event of any merger, consolidation or
other transaction in which Common Stock is exchanged, each share of Preferred
Stock will be entitled to receive one hundred (100) times the amount received
per share of Common Stock. These rights are protected by customary anti-dilution
provisions.
(b) Because of the nature of the Preferred Stock's dividend,
liquidation and voting rights, the value of the one one-hundredth (1/100)
interest in a share of Preferred Stock purchasable upon exercise of each Right
should approximate the value of one (1) share of Common Stock.
Exercise of Rights for Common Stock.
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In the event that any Person becomes an Acquiring Person, proper
provision shall be made so that each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will thereafter be null and
void), will thereafter have the right to receive upon exercise that number of
shares of Common Stock having a market value of two (2) times the purchase price
of the Right. In the event that the Corporation is acquired in a merger or other
business combination transaction or fifty percent (50%) or more of its
consolidated assets or earning power is sold, proper provision will be made so
that each holder of a Right will thereafter have the right to receive, upon the
exercise thereof at the then current purchase price of the Right, that number of
shares of common stock of the acquiring corporation that at the time of such
transaction will have a market value of two (2) times the purchase price of the
Right. In the event that there is not sufficient authorized but unissued shares
of Common Stock or treasury shares to permit the exercise in full of the Rights,
the Corporation is obligated to take all action as may be necessary to authorize
additional Common Stock for issuance upon exercise of the Rights, or the
Corporation may pay cash and/or other securities equal to the Purchase Price per
Right.
Optional Exchange of Rights.
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At any time after a Person or group of affiliated or associated Persons
becomes an Acquiring Person and prior to the acquisition by such Person or group
of Persons of fifty percent (50%) or more of the outstanding Common Stock, the
Board may exchange the Rights (other than Rights owned by such Person or group
which have become null and void), in whole or in part, at an exchange ratio
(subject to adjustment) of one (1) share of Common Stock per Right. At its
option, the Board may substitute interests in shares of Preferred Stock (or
shares of a class or series of the Corporation's preferred stock having
equivalent rights, preferences and privileges) for Common Stock exchangeable for
Rights at an initial rate (subject to adjustment) of one one-hundredth (1/100)
interest in a share of Preferred Stock (or equivalent preferred stock) for each
share of Common Stock.
Redemption of Rights.
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At any time prior to the acquisition by a Person or group of affiliated
or associated Persons of beneficial ownership of fifteen percent (15%) or more
of the outstanding Common Stock, the Board may redeem the Rights in whole, but
not in part, at a price of ONE CENT ($0.01) per Right
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(the "REDEMPTION PRICE"). Immediately upon any redemption of the Rights, the
right to exercise the Rights will terminate, and the only right of the holders
of Rights will be to receive the Redemption Price.
Amendments.
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The terms of the Rights may be amended by the Board without the consent
of the holders of the Rights, including an amendment to lower the threshold for
exercisability of the rights to not less than the largest percentage of the
outstanding Common Stock then known to the Corporation to be beneficially owned
by any Person or group of affiliated or associated Persons, provided that from
and after such time as any Person becomes an Acquiring Person, the terms of the
Rights may be amended only by resolution of the Board.
Rights Prior to Exercise.
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Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Corporation, including, without limitation, the
right to vote or to receive dividends.
Documents and Effect of this Summary.
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A copy of the Rights Agreement specifying the terms of the Rights
(including as Exhibit B the Form of the Rights Certificate) is filed as an
exhibit to this Registration Statement and is incorporated herein by reference.
This summary description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement.
ITEM 2. EXHIBITS.
The following exhibits are filed as part of this Registration
Statement:
EXHIBIT NO. DESCRIPTION
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99.1 Certificate of Designations, Preferences and Rights of
Series A Junior Participating Preferred Stock (included as
EXHIBIT A to the Rights Agreement filed herein as Exhibit
99.3)
99.2 Form of Right Certificate (included as EXHIBIT B to the
Rights Agreement filed herein as Exhibit 99.3)
99.3 Rights Agreement, dated as of July 27, 2000, between Graham
Corporation and ChaseMellon Shareholder Services, L.L.C.
99.4 Press Release, dated July 28, 2000
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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, thereto duly authorized.
GRAHAM CORPORATION
By: /s/ William A. Smith, Jr.
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Name: William A. Smith, Jr.
Title: Vice President and General Counsel
Dated: September 15, 2000
