UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Penn Engineering & Manufacturing Corp.
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(Exact name of registrant as specified in its charter)
Delaware 23-0951065
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
P.O. Box 1000
Danboro, Pennsylvania 18916
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(Address of principal (Zip Code)
executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which each class is
to be registered to be registered
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Class A Common Stock, The American Stock Exchange
par value $.01 per share
Common Stock, The American Stock Exchange
par value $.01 per share
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box.[ ]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box.[ ]
Securities to be registered pursuant to Section 12(g) of the Act:
None.
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Item 1. Description of Registrant's Securities to be
Registered.
The following summary description is subject to the detailed provisions
of the Company's Certificate of Incorporation, as amended, the proposed form of
amendment to Article IV of the Company's Certificate of Incorporation (the
"Amendment") and the Company's By-laws, as amended, and does not purport to be
complete and is qualified in its entirety by reference thereto. The following
summary also assumes that the Amendment is approved by the Company's
stockholders at the Company's 1996 Annual Meeting of Stockholders and the filing
of the Amendment with the Delaware Secretary of State pursuant to the Delaware
General Corporation Law is effected.
The authorized capital stock of the Company consists of 20,000,000
shares of Common Stock, par value $.01 per share, and 3,000,000 shares of Class
A Common Stock, par value $.01 per share.
Voting
The holders of shares of Class A Common Stock are entitled to one vote
per share on any matter to be voted on by the stockholders of the Company. There
is no provision in the Company's Certificate of Incorporation permitting
cumulative voting. The holders of shares of Common Stock are not entitled to
vote on any matter to be voted on by the stockholders of the Company, except as
required under the Delaware General Corporation Law (the "DGCL") or the
Company's Certificate of Incorporation.
Under the Certificate of Incorporation of the Company and the DGCL,
only the affirmative vote of the holders of a majority of the outstanding shares
of Class A Common Stock entitled to vote is required to amend the Certificate of
Incorporation or to authorize additional shares of Common Stock or Class A
Common Stock; and the affirmative vote of the holders of a majority of the Class
A Common Stock is required to approve any merger or consolidation of the Company
with or into any other corporation or sale of substantially all its assets or to
approve the dissolution of the Company, subject to certain existing
anti-takeover provisions of the Company's Certificate of Incorporation that
requires the vote of the holders of at least 80% of the outstanding Class A
Common Stock if such transaction is with a related person and is not approved by
the requisite vote of the Company's Board of Directors.
The holders of the Class A Common Stock will elect the entire Board of
Directors. In addition, as permitted under the DGCL, the Certificate of
Incorporation provides that the number of authorized shares of either class may
be increased or decreased, but not below the number of shares then outstanding,
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by the affirmative vote of the holders of a majority of the Class
A Common Stock.
Under the DGCL, the holders of Common Stock are entitled to vote on
proposals to change the par value of the Common Stock or to alter or change the
powers, preferences or special rights of the shares of Common Stock, which may
affect them adversely.
Dividends and Distributions
Each share of Common Stock and Class A Common Stock is equal in respect
to dividends and other distributions in cash, stock or property, including
distributions in connection with any recapitalization and upon liquidation,
dissolution or winding up of the Company, except that (i) a dividend or
distribution in cash or property on a share of Common Stock may be greater than
any dividend or distribution in cash or property on a share of Class A Common
Stock, and (ii) dividends or other distributions payable on the Common Stock and
Class A Common Stock in shares of capital stock shall be made to all holders of
the Common Stock and Class A Common Stock and may be made (a) in shares of
Common Stock to the holders of Common Stock and to the holders of Class A Common
Stock, (b) in shares of Class A Common Stock to the holders of Class A Common
Stock and in shares of Common Stock to the holders of Common Stock, or (c) in
any other authorized class or series of capital stock to the holders Common
Stock and Class A Common Stock. In no event will either Common Stock or Class A
Common Stock be split, subdivided or combined unless the other is
proportionately split, subdivided or combined.
Although the Board of Directors has authority under the Certificate of
Incorporation to pay dividends and make distributions on the Common Stock in
amounts greater than on the Class A Common Stock, the Board of Directors
currently intends to pay dividends on an equal per share basis.
There are no redemption or sinking fund provisions applicable to the
Common Stock or the Class A Common Stock. Holders of Common Stock and Class A
Common Stock are not subject to further calls or assessments by the Company. All
outstanding shares of Common Stock, when validly issued, will be fully paid and
non-assessable.
Except as otherwise required by the DGCL or as otherwise provided in
the Company's Certificate of Incorporation, each share of Common Stock and each
share of Class A Common Stock have identical powers, preferences and rights in
all other respects.
Mergers and Consolidations
Each holder of Common Stock and Class A Common Stock is entitled to
receive the same per share consideration in a merger or consolidation of the
Company.
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Convertibility
Neither the Common Stock nor the Class A Common Stock will be
convertible into another class of common stock or any other security of the
Company, except that in the event that a change of control (as defined herein
and in the Company's Certificate of Incorporation) occurs, (i) all of the then
issued shares of Common Stock will automatically convert into an equal number of
shares of Class A Common Stock, and (ii) all rights, warrants, or options to
purchase shares of Common Stock, or other securities convertible into shares of
Common Stock, will be converted into similar rights, warrants, or options to
purchase, or other securities convertible into, an equal number of shares of
Class A Common Stock. A change of control shall be deemed to have occurred if:
(i) any person or group of persons, other than members of the Swanstrom Family
(as defined herein), directly or indirectly, purchases, or otherwise becomes the
beneficial owner of, or has the right to acquire such beneficial ownership of,
or, either solely or with others, acquires the right to vote or direct the
disposition of voting securities of the Company, representing more than 50% of
the combined voting power of all outstanding voting securities of the Company,
or (ii) during any period of two consecutive years, the individuals who at the
beginning of such period constitute the Board of Directors (together with any
new director whose election, or nomination for election by the Corporation's
stockholders, was approved by a vote of at least two thirds of the directors
then still in office who either were directors at the beginning of such period
or whose election or nomination for election was previously so approved) cease
for any reason to constitute at least a majority of the members of the Board of
Directors then in office. For purposes of this change of control provision, the
"Swanstrom Family" means Kenneth A. Swanstrom, Daryl L. Swanstrom, their
respective spouses, descendants, heirs, estates, trusts in which any such person
has a beneficial interest, and any partnership, corporation, or other entity in
which any such person has a controlling interest.
Certain Certificate of Incorporation and By-law Provisions; Dela-
ware Anti-Takeover Provisions
The Certificate of Incorporation and By-laws of the Company and
Delaware law contain certain provisions that may enhance the likelihood of
continuity and stability in the composition of the Board of Directors and may
discourage a future unsolicited takeover of the Company. These provisions could
have the effect of discouraging certain attempts to acquire the Company or
remove incumbent management, including incumbent members of the Board of
Directors, even if some or a majority of the Company's stockholders deemed such
an attempt to be in their best interests.
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Article VIII of the Company's Certificate of Incorporation provides
that the Board of Directors may consider any and all of the following in
connection with its determination whether to oppose a tender or other offer for
the Company's securities: (i) whether the offer price is acceptable based upon
the historical and present operating results or financial condition of the
Company; (ii) whether a more favorable price could be obtained for the Company's
securities in the future; (iii) the impact that an acquisition of the Company
would have on the employees and customers of the Company and the communities in
which the Company operates; (iv) the reputation and business practices of the
offeror and its management and affiliates as they would effect the employees and
customers of the Company and the future value of the Company's securities; (v)
the value of the securities, if any, which the offeror is offering in exchange
for the Company's securities and (vi) any antitrust or other legal and
regulatory issues that are raised by the offer. If the Board of Directors
determines that an offer should be rejected, Article VIII authorizes the Board
of Directors to take any lawful action to accomplish that purpose, including,
but not limited to, advising stockholders not to accept the offer, acquiring the
Company's securities, instituting litigation, selling or otherwise issuing
authorized but unissued securities or treasury stock, acquiring a company to
create antitrust or other regulatory problems, or soliciting a more favorable
offer.
Article IX of the Company's Certificate of Incorporation provides that
the Company shall not become a party to a business combination with a related
person unless: (i) the business combination is approved by a majority vote of
the Board of Directors of the Company either at a time prior to the time the
related person became a related person or after such time if the related person
obtains the affirmative vote of at least 80% of the Board of Directors of the
acquisition of the shares that caused such person to become a related person;
(ii) the business combination is approved by the affirmative vote of 80% of the
continuing directors and (a) the ratio of the amount of the consideration to be
received per share of Class A Common Stock of the Company to the market price
thereof immediately prior to the announcement of the business combination is at
least as great as the ratio of the highest per share price that the related
person paid in acquiring any shares prior to such business combination to the
market price per share immediately prior to the initial acquisition by the
related person of any shares of Class A Common Stock, (b) the amount of the
consideration to be received per share in the business combination is not less
than the highest price per share paid by the related person in acquiring any
shares of Class A Common Stock and is not less than the book value per share as
reflected on the Company's balance sheet for the immediately preceding fiscal
quarter and (c) the consideration to be received per share other than by the
related person is in the same form and same kind as the consideration paid by
the related person in acquiring Class A Common Stock already owned by the
related
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person, and (iii) if there is not full compliance with the provisions as
described in clauses (i) and (ii) of this paragraph, the business combination
must be approved by the affirmative vote of the holders of 80% of the issued and
outstanding Class A Common Stock of the Company.
For purposes of Article IX, a "business combination" includes a sale of
all or substantially all of the assets to the related person, a merger or
consolidation of the Company with the related person or any affiliate of the
related person, any reclassification of securities or other transaction or
series of transactions that has the effect of increasing the proportionate
amount of the shares beneficially owned by the related person or the acquisition
by the Company of all of the assets or business of the related person. A
"related person" includes any person who beneficially owns 10% or more of the
Class A Common Stock of the Company or who had been the beneficial owner of 10%
or more of the Class A Common Stock of the Company at any time within five years
preceding the business combination. A "continuing director" is defined as an
individual who was first elected a director prior to May 1985, who was first
elected a director prior to the time that the related person became a 10%
beneficial owner or who was elected as a continuing director by a majority of
the then continuing directors.
The By-laws of the Company provide for a classified Board of Directors
consisting of three classes as nearly equal in size as possible. The
classification of the Board of Directors could have the effect of making it more
difficult for a third party to acquire, or of discouraging a third party from
acquiring, control of the Company.
The Company is a Delaware corporation and consequently is subject to
certain anti-takeover provisions of the DGCL. The business combination provision
contained in Section 203 of the DGCL ("Section 203") defines an interested
stockholder of a corporation as any person that (i) owns, directly or
indirectly, or has the right to acquire, 15% or more of the outstanding voting
stock of the corporation or (ii) is an affiliate or associate of the corporation
and was the owner of 15% or more of the outstanding voting stock of the
corporation at any time within the three-year period immediately prior to the
date on which it is sought to be determined whether such person is an interested
stockholder; and the affiliates and the associates of such person. Under Section
203, a Delaware corporation may not engage in any business combination with any
interested stockholder for a period of three years following the date such
stockholder became an interested stockholder, unless (i) prior to such date the
board of directors of the corporation approved either the business combination
or the transaction which resulted in the stockholder becoming an interested
stockholder, (ii) upon consummation of the transaction which resulted in the
stockholder becoming an interested stockholder, the interested stockholder
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owned at least 85% of the voting stock of the corporation outstanding at the
time the transaction commenced (excluding, for determining the number of shares
outstanding, (a) shares owned by persons who are directors and officers and (b)
employee stock plans, in certain instances), or (iii) on or subsequent to such
date the business combination is approved by the board of directors and
authorized at an annual or special meeting of stockholders by at least 66-2/3%
of the outstanding voting stock that is not owned by the interested stockholder.
The restrictions imposed by Section 203 will not apply to a corporation if the
corporation, by the action of its stockholders holding a majority of the
outstanding stock, adopts an amendment to its certificate of incorporation or
by-laws expressly electing not to be governed by Section 203 (such amendment
will not be effective until 12 months after adoption and shall not apply to any
business combination between such corporation and any person who became an
interested stockholder of such corporation on or prior to such adoption).
The Company has not elected to opt out of Section 203, and the
restrictions imposed by Section 203 apply to the Company. Section 203 could,
under certain circumstances, make it more difficult for a third party to gain
control of the Company, deny stockholders the receipt of a premium on their
Common Stock and Class A Common Stock and have a depressive effect on the market
price of the Common Stock and Class A Common Stock.
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<PAGE>
Item 2. Exhibits.
Exhibit No. Description of Exhibit
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1.1 Certificate of Incorporation of the
Registrant, as amended,
(incorporated by reference to
Exhibit (3)(A) of Registrant's Form
10-K Annual Report for the fiscal
year ended December 31,
1987).
1.2 Form of Amendment to Article IV of the
Certificate of Incorporation of the
Registrant. (filed herewith)
2 By-laws of the Registrant, as amended
(incorporated by reference to Exhibit
3(ii) of Registrant's Form 10-K Annual
Report for the fiscal year ended
December 31, 1994).
3 Specimen Stock Certificate for the
Registrant's Class A Common Stock, par
value $.01 per share. (filed herewith)
4 Specimen Stock Certificate for the
Registrant's Common Stock, par value
$.01 per share. (filed herewith)
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<PAGE>
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.
PENN ENGINEERING &
MANUFACTURING CORP.
By: /s/ Kenneth A. Swanstrom
--------------------------------
Kenneth A. Swanstrom,
Chairman of the Board,
President and Chief Executive
Officer
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<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Exhibit
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1.1 Certificate of Incorporation of the
Registrant, as amended,
(incorporated by reference to
Exhibit (3)(A) of Registrant's Form
10-K Annual Report for the fiscal
year ended December 31,
1987).
1.2 Form of Amendment to Article IV of the
Certificate of Incorporation of the
Registrant.
2 By-laws of the Registrant, as amended
(incorporated by reference to Exhibit
3(ii) of Registrant's Form 10-K Annual
Report for the fiscal year ended
December 31, 1994).
3 Specimen Stock Certificate for the
Registrant's Class A Common Stock, par
value $.01 per share. (filed herewith)
4 Specimen Stock Certificate for the
Registrant's Common Stock, par value
$.01 per share. (filed herewith)
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Exhibit 1.2
Form of Amendment to Article IV
of the Certificate of Incorporation
of Penn Engineering & Manufacturing Corp.
Article IV of the Certificate of Incorporation of Penn Engineering &
Manufacturing Corp. (the "Corporation") is hereby amended and restated in its
entirety to provide as follows:
The total number of shares of stock which the Corporation
shall have the authority to issue is 23,000,000 shares consisting of
(i) 20,000,000 shares of Common Stock (the "Common Stock"), par value
$.01 per share, and (ii) 3,000,000 shares of Class A Common Stock (the
"Class A Common Stock"), par value $.01 per share. Upon a Certificate
of Amendment of Certificate of Incorporation becoming effective (the
"Effective Time") pursuant to the General Corporation Law of the State
of Delaware (the "DGCL"), and without any further action on part of the
Corporation or its stockholders, each share of the Corporation's Common
Stock, par value $1.00 per share (the "Prior Common Stock"), then
issued, including shares held in the treasury of the Corporation, shall
be automatically reclassified, changed and converted into one fully
paid and non-assessable share of Class A Common Stock, par value $.01
per share. Any stock certificate that, immediately prior to the
Effective Time, represents shares of the Prior Common Stock will, from
and after the Effective Time, automatically and without the necessity
of presenting the same for exchange, represent that number of shares of
Class A Common Stock equal to the number of shares of the Prior Common
Stock represented by such certificate prior to the Effective Time. For
purposes of Article IX of this Certificate of Incorporation, the term
"Common Stock" as used in Article IX shall be deemed to refer to the
Class A Common Stock.
The Common Stock and Class A Common Stock are hereinafter
collectively referred to as the "Common Stocks." The designations and
powers, preferences and rights, and the qualifications, limitations on
restrictions thereof, of the above classes of stock shall be as
follows:
(a) Rights. Except as otherwise required by law or as
otherwise provided in this Article IV, each share of Common
Stock and each share of Class A Common Stock shall have
identical powers, preferences, qualifications, limitations and
other rights.
(b) Dividends. Subject to all of the rights of
any class of stock authorized after the effective date
of this provision of Article IV ranking senior to the
Common Stocks as to dividends, dividends may be paid
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upon the Common Stock and the Class A Common Stock as and when
declared by the Board of Directors out of funds and other
assets legally available for the payment of dividends. If and
when dividends on the Common Stock and the Class A Common
Stock are declared and payable from time to time by the Board
of Directors whether payable in cash, in property or in shares
of stock of the Corporation, the holders of the Common Stock
and the holders of the Class A Common Stock shall be entitled
to share equally, on a per share basis, in such dividends,
except that (1) a dividend or distribution in cash or property
on a share of Common Stock may be greater than any dividend or
distribution in cash or property on a share of Class A Common
Stock, and (2) dividends or other distributions payable on the
Common Stocks in shares of any authorized class or series of
capital stock of the Corporation may be made (i) in shares of
Common Stock to the holders of Common Stock and in shares of
Class A Common Stock to the holders of Class A Common Stock,
(ii) in shares of Common Stock to the holders of Common Stock
and to the holders of Class A Common Stock, or (iii) in any
other authorized class or series of capital stock to the
holders of both classes of the Common Stocks.
(c) Liquidation. In the event of any liquidation,
dissolution or winding up of the Corporation, whether
voluntary or involuntary, and after the holders of any class
of stock authorized after the effective date of this provision
of Article IV ranking senior to the Common Stocks as to rights
upon liquidation shall have been paid in full the amount to
which such holders shall be entitled, or an amount sufficient
to pay the aggregate amount to which such holders shall be
entitled shall have been set aside for the benefit of the
holders of such stock, the remaining net assets of the
Corporation shall be distributed pro rata to the holders of
both classes of the Common Stocks.
(d) Merger and Consolidation. In the event of a
merger or consolidation of the Corporation with or into
another entity (whether or not the Corporation is the
surviving entity), the holders of Common Stock and of Class A
Common Stock shall be entitled to receive the same per share
consideration as the per share consideration in such merger or
consolidation.
(e) Voting.
(1) Except as otherwise expressly provided
with respect to any other class of stock and except
as otherwise may be required by law or this
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Article IV, the Class A Common Stock shall have the
exclusive right to vote for the election of directors
and for all other purposes and each holder of Class A
Common Stock shall be entitled to one vote for each
share of Class A Common Stock held. Except as
expressly provided in this Article IV and except as
otherwise required by law, the Common Stock shall
have no voting rights. There shall be no cumulative
voting rights in the election of directors.
(2) The Common Stock shall be entitled to
vote separately as a class only with respect to (i)
proposals to change the par value of the Common
Stock, (ii) other amendments to this Article IV that
alter or change the powers, preferences or special
rights of the Common Stock as to affect them
adversely, and (iii) such other matters as may
require class voting under the DGCL.
(3) The number of authorized shares of
Common Stock and Class A Common Stock may be
increased or decreased, but not below the number of
shares then outstanding, by the affirmative vote of
the holders of a majority of the Class A Common
Stock.
(f) Stock Splits. The Corporation may not split,
divide or combine the shares of either class of the Common
Stocks unless, at the same time, the Corporation splits,
divides or combines, as the case may be, the shares of the
other class of the Common Stocks in the same proportion and
manner.
(g) No Pre-emptive Rights. No stockholder of this
Corporation shall by reason of his holding shares of any class
have any pre-emptive or preferential right to purchase or
subscribe to any shares of any class of this Corporation, now
or hereafter to be authorized, or any notes, debentures,
bonds, or other securities convertible into or carrying
options or warrants to purchase shares of any class, now or
hereafter to be authorized, whether or not the issuance of any
such shares, or such notes, debentures, bonds, or other
securities, would adversely affect the dividend or voting
rights of such stockholder, other than such rights, if any, as
the Board of Directors, in its discretion may fix; and the
Board of Directors may issue shares of any class of this
Corporation, or any notes, debentures, bonds, or other
securities convertible into or carrying options or warrants to
purchase shares of any class, without offering any such
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shares of any class, either in whole or in part, to the
existing stockholders of any class.
(h) Issuances and Repurchases of the Common
Stocks.
(1) The Board of Directors shall have the
power to issue and sell all or any part of any class
of stock herein or hereafter authorized to such
persons, firms, associations, or corporations, and
for such consideration as the Board of Directors
shall from time to time, in its discretion,
determine, whether or not greater consideration could
be received upon the issue or sale of the same number
of shares of another class, and as otherwise
permitted by law.
(2) The Board of Directors shall have the
power to purchase any class of stock herein or
hereafter authorized from such persons, firms,
associations, or corporations, and for such
consideration as the Board of Directors shall from
time to time, in its discretion, determine, whether
or not less consideration could be paid upon the
purchase of the same number of shares of another
class, and as otherwise permitted by law.
(i) Convertibility
(1) Neither the Common Stock nor the Class A
Common Stock will be convertible into another class
of common stock or any other security of the
Corporation, except that in the event that a "Change
of Control" were to occur, (i) all the then
issued shares of Common Stock will automatically
convert into an equal number of shares of Class A
Common Stock, and (ii) all rights, warrants, or
options to purchase shares of Common Stock, or other
securities convertible into shares of Common Stock,
will be converted into similar rights, warrants or
options to purchase, or securities convertible into,
an equal number of shares of Class A Common Stock.
(2) A Change in Control shall occur if:
(a) Any "person" or "group of
persons" as such terms are used in Section 13(d) and
14(d) of the Exchange Act, other than members of the
Swanstrom Family (as defined below), directly or
indirectly purchases or otherwise becomes the
"beneficial owner" (as defined in Rule 13d-3 under
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the Securities Exchange Act of 1934), or has the
right to acquire such beneficial ownership (whether
or not such right is exercisable immediately, with
the passage of time, or subject to any condition), of
voting securities of the Corporation representing
more than 50% of the combined voting power of all
outstanding voting securities of the Corporation; or
(b) During any period of two
consecutive years, the individuals who at the
beginning of such period constitute the Board of
Directors (together with any new director whose
election, or nomination for election by the
Corporation's stockholders, was approved by a vote of
at least two thirds of the directors then still in
office who either were directors at the beginning of
such period or whose election or nomination for
election was previously so approved) cease for any
reason to constitute at least a majority of the
members of the Board of Directors then in office;
(3) The "Swanstrom Family" shall include
Kenneth A. Swanstrom, Daryl L. Swanstrom, any spouse
or child of either of them, their respective
descendants, heirs, estates, any trust or estate in
which any of the foregoing persons has a beneficial
interest, and any partnership, corporation or other
entity in which any of the foregoing persons has a
controlling interest.
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Exhibit 3
Description of the Form of Stock Certificate for the Class A Common Stock
of Registrant
[Graphic]
In the printed version there appears a border around the face of the stock
certificate containing a patterned design.
[Graphic]
In the printed version there appears the "PEM" logo.
[Graphic]
In the printed version there appears a box on the upper left hand side of the
face of the certificate, bordered with a patterned design, containing the
caption "NUMBER" above the top portion of the box and the letters "PCA-" printed
within the box.
[Graphic]
In the printed version there appears a box and the upper right hand side of the
face of the certificate, bordered with a patterned design, containing the
caption "SHARES" above the top portion of the box.
Penn Engineering & Manufacturing Corp.
Incorporated Under the Laws of the State of Delaware
Class A Common CUSIP 707389 10 2
See reverse for certain definitions
This Certifies that ________ is the owner of _____ Fully-Paid and Non-Assessable
Shares of Class A Common Stock of the Par Value of $.01 Each of PENN ENGINEERING
& MANUFACTURING CORP., transferable on the books of the Corporation by the
holder hereof in person or by duly authorized attorney upon surrender of this
certificate properly endorsed. This certificate and the shares represented
hereby are issued and shall be held subject to all provisions of the certificate
of incorporation of the Corporation and any amendments thereto.
This certificate is not valid unless countersigned and registered by
the Transfer Agent and Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.
CERTIFICATE OF STOCK
Dated
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[Facsimile signature of Kenneth A. Swanstrom]
Chairman of the Board
[Facsimile signature of Mark W. Simon]
Secretary
[Graphic]
In the printed version there appears the round seal of the Corporation stating
"Penn Engineering & Manufacturing Corp. Corporate Seal 1942 Delaware *"
Countersigned and Registered:
Chemical Mellon Shareholder Services, L.L.C.
(New York, New York)
Transfer Agent and Registrar
By______
Authorized Signature
Security Columbian United States Banknote Company 1960
<PAGE>
THE CORPORATION WILL FURNISH TO ANY STOCKHOLDER UPON REQUEST AND WITHOUT CHARGE,
A FULL STATEMENT OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE,
PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES
THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES
AND/OR RIGHTS.
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not
as tenants in common
UNIF GIFT MIN ACT - ____ (Cust) Custodian ____ (Minor) under
Uniform Gifts to Minors Act ____(State)
Additional abbreviations may also be used though not in the above list.
For value received, _____________________ hereby sell, assign and transfer unto
____________ Please insert social security or other identifying number of
assignee ______________________ (Please print or Typewrite Name and address of
Assignee) ________________ shares of the capital stock represented by the within
Certificate, and do hereby irrevocably constitute and appoint _______________
Attorney to transfer the said stock on the books
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<PAGE>
of the within named Corporation with full power of substitution in the premises.
Dated __________________
Signature(s) Guaranteed:
By________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION,
(Banks, Stockbrokers, Savings and Loan Associations and Credit Unions) WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM PURSUANT TO
S.E.C. RULE 17Ad-15.
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION
OR ENLARGEMENT OR ANY CHANGE WHATEVER.
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Exhibit 4
Description of the Form of Stock Certificate for the Common Stock of Registrant
[Graphic]
In the printed version there appears a border around the face of the stock
certificate containing a patterned design.
[Graphic]
In the printed version there appears the "PEM" logo.
[Graphic]
In the printed version there appears a box on the upper left hand side of the
face of the certificate, bordered with a patterned design, containing the
caption "NUMBER" above the top portion of the box and the letters "PNV-" printed
within the box.
[Graphic]
In the printed version there appears a box and the upper right hand side of the
face of the certificate, bordered with a patterned design, containing the
caption "SHARES" above the top portion of the box.
Penn Engineering & Manufacturing Corp.
Incorporated Under the Laws of the State of Delaware
Common (Non-Voting) CUSIP 707389 30 0
See reverse for certain definitions
This Certifies that ________ is the owner of _____ Fully-Paid and Non-Assessable
Shares of Common Stock (Non-Voting) of the Par Value of $.01 Each of PENN
ENGINEERING & MANUFACTURING CORP., transferable on the books of the Corporation
by the holder hereof in person or by duly authorized attorney upon surrender of
this certificate properly endorsed. This certificate and the shares represented
hereby are issued and shall be held subject to all provisions of the certificate
of incorporation of the Corporation and any amendments thereto.
This certificate is not valid unless countersigned and registered by
the Transfer Agent and Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.
CERTIFICATE OF STOCK
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<PAGE>
Dated
[Facsimile signature of Kenneth A. Swanstrom]
Chairman of the Board
[Facsimile signature of Mark W. Simon]
Secretary
[Graphic]
In the printed version there appears the round seal of the Corporation stating
"Penn Engineering & Manufacturing Corp. Corporate Seal 1942 Delaware *"
Countersigned and Registered:
Chemical Mellon Shareholder Services, L.L.C.
(New York, New York)
Transfer Agent and Registrar
By______
Authorized Signature
Security Columbian United States Banknote Company 1960
<PAGE>
THE CORPORATION WILL FURNISH TO ANY STOCKHOLDER UPON REQUEST AND WITHOUT CHARGE,
A FULL STATEMENT OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE,
PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES
THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES
AND/OR RIGHTS.
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT - ____ (Cust) Custodian ____ (Minor) under
Uniform Gifts to Minors Act ____(State)
Additional abbreviations may also be used though not in the above list.
For value received, _____________________ hereby sell, assign and transfer unto
____________ Please insert social security or other identifying number of
assignee ______________________ (Please print or Typewrite Name and address of
Assignee ________________ shares of the capital stock represented by the within
Certificate, and do hereby irrevocably constitute and appoint
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<PAGE>
_______________ Attorney to transfer the said stock on the books of the within
named Corporation with full power of substitution in the premises.
Dated __________________
Signature(s) Guaranteed:
By________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION,
(Banks, Stockbrokers, Savings and Loan Associations and Credit Unions) WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM PURSUANT TO
S.E.C. RULE 17Ad-15.
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION
OR ENLARGEMENT OR ANY CHANGE WHATEVER.
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