<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MAY 22, 1998
-----------------
Scott Technologies, Inc.
- -------------------------------------------------------------------------------
(Exact name of registrant specified in Charter)
Delaware 1-8591 52-1297376
- -------------------------------------------------------------------------------
(State or other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
5875 Landerbrook Drive, Suite 250, Mayfield Heights, Ohio 44124
- -------------------------------------------------------------------------------
(Address of principal executive offices) Zip Code
REGISTRANT'S TELEPHONE, INCLUDING AREA CODE: (440)446-1333
----------------------
Figgie International Inc.
- -------------------------------------------------------------------------------
(Former name and former address, if changed since last report)
<PAGE> 2
ITEM 5. OTHER EVENTS.
On May 22, 1998, a Certificate of Amendment to the Restated Certificate
of Incorporation of FIGGIE INTERNATIONAL INC. (the "Company") (attached as
Exhibit 3.1), was filed with the State of Delaware to change the name of the
Company to SCOTT TECHNOLOGIES, INC. Accordingly, the Class A Common Stock and
Class B Common Stock of Figgie International Inc. is now the Class A Common
Stock and Class B Common Stock of Scott Technologies, Inc. The Class A Common
Stock and Class B Common Stock of Scott Technologies, Inc. trade under the
symbols "SCTTA" AND "SCTTB," respectively.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibit 3.1. Certificate of Amendment to the Restated Certificate of
Incorporation
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SCOTT TECHNOLOGIES, INC.
Date: May 28, 1998 By: /s/ Debra L. Kackley
----------------------------- -----------------------------
Debra L. Kackley
Secretary
<PAGE> 3
EXHIBIT INDEX
Number Description of Exhibit
- ------ ----------------------
3.1 Certificate of Amendment to the Restated Certificate of
Incorporation
<PAGE> 1
Exhibit 3.1
Page 1
State of Delaware
OFFICE OF THE SECRETARY OF STATE
------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF "FIGGIE INTERNATIONAL INC.", CHANGING ITS NAME FROM "FIGGIE
INTERNATIONAL INC." TO "SCOTT TECHNOLOGIES, INC.", FILED IN THIS OFFICE ON THE
TWENTY-SECOND DAY OF MAY, A.D. 1998, AT 12 O'CLOCK P.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.
/s/ Edward J. Freel
-------------------------------------
Edward J. Freel, Secretary of State
2008620 8100 AUTHENTICATION: 9099304
981197923 DATE: 05-26-98
<PAGE> 2
FORM OF CERTIFICATE OF AMENDMENT
TO
RESTATED CERTIFICATE OF INCORPORATION
OF
FIGGIE INTERNATIONAL INC.
PURSUANT TO SECTION 103 AND SECTION 242 OF THE GENERAL
CORPORATION
LAW OF THE STATE OF DELAWARE
The undersigned, Glen W. Lindemann and Debra L. Kackley certify that
they are the President and Secretary, respectively, of Figgie International
Inc., a corporation organized and existing under the laws of the State of
Delaware (the "Company"), and do hereby further certify as follows:
1. The name of the Company is Figgie International Inc.
2. This Certificate of Amendment was unanimously approved by the Board
of Directors of the Company and thereafter duly adopted by the
stockholders thereof, in accordance with the provisions of Section
242 of the General Corporation Law of the State of Delaware.
3. Article FIRST of the Restated Certificate of Incorporation of the
Company is hereby amended to read in its entirety as follows:
FIRST: The name of the Corporation is Scott Technologies, Inc.
(hereinafter the "Company").
IN WITNESS WHEREOF, Figgie International Inc. has caused this
Certificate of Amendment to be signed by Glen W. Lindemann, its President, and
attested by Debra L. Kackley, its Secretary, this 21st day of May 1998.
FIGGIE INTERNATIONAL INC.
/s/ Glen W. Lindemann
--------------------------
Glen W. Lindemann
ATTEST:
/s/ Debra L. Kackley
- --------------------
Debra L. Kackley
