SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
Watts Industries, Inc.
(Exact name of registrant as specified in its charter)
Delaware 04-2916536
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
815 Chestnut Street
North Andover, Massachusetts 01845
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class to be so registered which each class is to be
registered
Class A Common Stock, $.10 par value New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act: None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered
The description of the Class A Common Stock, par value $.10
per share ("Class A Common Stock"), of Watts Industries, Inc.
(the "Company") is as follows:
Authorized and Outstanding Capital Stock
The authorized capital stock of the Company consists of
80,000,000 shares of Class A Common Stock, 25,000,000 shares of
Class B Common Stock, par value $.10 per share ("Class B Common
Stock," and together with the Class A Common Stock, "Common
Stock"), and 5,000,000 shares of undesignated preferred stock,
par value $.10 per share (the "Preferred Stock"), which Preferred
Stock is issuable in series by the Board of Directors.
Class A Common Stock and Class B Common Stock
Voting
Each share of Class A Common Stock is entitled to one vote
on all matters submitted to stockholders and each share of Class
B Common Stock is entitled to ten votes on all such matters.
Except for issuances of Class B Common Stock, certain charter
amendments and as otherwise provided by law, all actions
submitted to a vote of stockholders are voted on by the holders
of Class A Common Stock and Class B Common Stock voting as a
single class.
Holders of Common Stock are not entitled to cumulative
voting rights. The holders of Common Stock have no preemptive or
other subscription rights, and there are no redemption or sinking
fund provisions or, except as provided below with respect to
Class B Common Stock, conversion rights with respect to the
Common Stock. All outstanding shares of Common Stock are fully
paid and non-assessable.
At June 20, 1995, the Class B Common Stock represented
approximately 38.5% of the Company's outstanding equity, but at
that date had approximately 86.2% of the combined voting power of
the Company's outstanding Class A Common Stock and Class B Common
Stock. At June 20, 1995, substantially all of the outstanding
shares of Class B Common Stock were held, directly or indirectly,
by the Horne family. By reason of such voting power, the holders
of Class B Common Stock have the ability to elect all of the
Directors of the Company and to approve or disapprove
acquisitions, mergers, consolidations and similar extraordinary
transactions requiring a vote of stockholders (other than actions
which require separate votes of the Class A Common Stock and
Class B Common Stock, including amendments to the provisions of
the Company's Restated Certificate of Incorporation, as amended
(the "Certificate"), relating to the Company's capitalization and
issuances of Class B Common Stock other than in connection with
stock dividends or stock splits). The holders of Class B Common
Stock will continue to have such power as long as they hold Class
B Common Stock constituting at least 9.1% of the total number of
outstanding shares of Class A Common Stock and Class B Common
Stock. A more detailed description of the ownership of the Class
B Common Stock is contained in the Company's Proxy Statement
relating to its Annual Meeting of Stockholders.
The voting rights of the Class B Common Stock may make the
Company less attractive as the potential target of a hostile
tender offer or other proposal to acquire the stock or business
of the Company, and merger proposals and proxy contests will be
rendered more difficult, even if such actions would be in the
best interests of the holders of the Class A Common Stock.
Accordingly, increases in the market price of the Class A Common
Stock, temporary or otherwise, which might result from actual or
rumored takeover attempts, may be inhibited.
Dividends and Other Distributions
The holders of Class A Common Stock and Class B Common Stock
are entitled to receive ratably such dividends as may be declared
by the Board of Directors out of funds legally available
therefor, provided that stock dividends, if any, must be paid in
shares of the respective class. If Preferred Stock were to be
issued with a preference over the Class A Common Stock and Class
B Common Stock as to dividends, it could impact the dividend
rights of holders of Common Stock. In the event of a
liquidation, dissolution or winding up of the Company, holders of
Class A Common Stock and Class B Common Stock have the right to a
ratable portion of the assets remaining after payment of all
liabilities and any liquidation preferences of outstanding
Preferred Stock, if any.
Transferability of Class B Common Stock
Shares of Class B Common Stock are not transferable without
causing a conversion of such shares into Class A Common Stock on
a share-for-share basis, except for transfers by a stockholder to
or among such stockholder's spouse, certain of such stockholder's
relatives, certain trusts, including voting trusts, established
for their benefit, certain charitable foundations and trusts,
corporations and partnerships owned by such stockholder and such
stockholder's permitted transferees, and such stockholder's
estate ("Permitted Transferees"). Accordingly, there is no
trading market for shares of the Class B Common Stock and the
Class B Common Stock is not listed or traded on any exchange or
in any market. Class B Common Stock is, however, convertible at
all times, and without cost to the stockholder, into shares of
Class A Common Stock on a share-for-share basis, and converts
automatically into Class A Common Stock upon any transfer other
than to a Permitted Transferee.
Issuances, Retirement and Conversion of Class B Common Stock
Except with respect to stock splits and stock dividends, the
Company may not issue any additional shares of Class B Common
Stock without the approval of a majority of the votes of the
outstanding shares of Class B Common Stock and Class A Common
Stock voting as separate classes. Accordingly, an acquisition to
be accounted for as a pooling of interests will require such a
separate class vote. The Board of Directors may issue shares of
authorized but unissued Class A Common Stock and Preferred Stock
without further stockholder action. All shares of Class B Common
Stock converted into Class A Common Stock will be retired and,
except as described above, will not be reissued. If at any time
the number of outstanding shares of Class B Common Stock falls
below 5% of the aggregate number of outstanding shares of Common
Stock, the outstanding shares of Class B Common Stock will be
automatically converted into shares of Class A Common Stock on a
share-for-share basis.
Preferred Stock
The Company is authorized to issue up to 5,000,000 shares of
Preferred Stock which may be issued from time to time in one or
more series. The Board of Directors is authorized to determine
the rights, preferences, privileges and restrictions, including
the dividend rights, conversion rights, voting rights (which may
not exceed one vote per share), terms of redemption (including
sinking fund provisions, if any), redemption price or prices, and
liquidation preferences of any series of Preferred Stock and to
fix the number of shares of any such series without any further
vote or action by the stockholders. The purpose of authorizing
the Board of Directors to issue Preferred Stock is, in part, to
eliminate delays associated with a stockholder vote on specific
issuances. The issuance of Preferred Stock could have the effect
of making it more difficult for a third party to acquire, or
discouraging the acquisition of, a significant portion of the
outstanding stock of the Company.
The Board of Directors may in the future resolve to issue
shares of Preferred Stock or rights to acquire such shares, to
implement a shareholder rights plan which creates voting or other
impediments or under which shares are distributed to a third-
party investor, to a group of investors or stockholders or issued
to an employee stock ownership plan to discourage persons seeking
to gain control of the Company by means of a merger, tender
offer, proxy contest or otherwise if such change in control is
not in the best interest of the Company and its stockholders.
Certain Provisions of Certificate and By-laws
General
A number of provisions of the Company's Certificate and
Amended and Restated By-laws ("By-laws") concern matters of
corporate governance and the rights of stockholders. Certain of
these provisions, as well as the existence of the superior voting
rights of the Class B Common Stock and the ability of the Board
of Directors to issue shares of Preferred Stock and to set the
voting rights, preferences and other terms thereof, may
discourage or make more difficult a merger, tender offer or proxy
contest and could delay or frustrate the removal of incumbent
Directors or the assumption of control by stockholders, even if
such event could be favorable to the interests of stockholders.
To the extent takeover attempts are discouraged, temporary
fluctuations in the market price of the Class A Common Stock,
which may result from actual or rumored takeover attempts, may be
inhibited.
Meetings of Stockholders
The Company's By-laws provide that a special meeting of
stockholders may be called only by the Board of Directors unless
otherwise required by law. The Company's By-laws provide that
only those matters set forth in the notice of the special meeting
may be considered or acted upon at that special meeting, unless
otherwise provided by law. In addition, the Company's By-laws
set forth certain advance notice and informational requirements
and time limitations on any Director nomination or any new
business which a stockholder wishes to propose for consideration
at an annual meeting of stockholders.
Amendment of Certificate
The Certificate provides that a separate class vote of the
Class A Common Stock and Class B Common Stock is required for
amendments to the Certificate relating to the Company's
capitalization and issuances of Class B Common Stock other than
in connection with stock dividends or stock splits.
Amendment of By-laws
The By-laws provide that they may be amended or repealed by
the Board of Directors or by the stockholders. Such action by
the Board of Directors requires the affirmative vote of a
majority of the Directors then in office. Such action by the
stockholders requires the affirmative vote of the holders of a
majority of the voting power of the Class A Common Stock and
Class B Common Stock, voting together as a single class.
Statutory Business Combination Provision
The Company is subject to the provisions of Section 203 of
the Delaware General Corporation Law ("Section 203") which
provides, with certain exceptions, that a Delaware corporation
may not, unless certain conditions are met, engage in any of a
broad range of business combinations with a person or affiliate,
or associate of such person, who is an "interested stockholder"
(as defined in Section 203) for a period of three years from the
date that such person became an interested stockholder.
A corporation may, at its option, exclude itself from the
coverage of Section 203 by amending its certificate of
incorporation or by-laws by action of its stockholders to exempt
itself from coverage, provided that such by-law or charter
amendment shall not become effective until 12 months after the
date it is adopted. Neither the Certificate nor the By-laws
contains any such exclusion.
Item 2. Exhibits
The Class A Common Stock described herein is to be
registered on the New York Stock Exchange, on which no other
securities of the Registrant are registered. Accordingly, all
exhibits required in accordance with Part II to the Instructions
as to Exhibits on Form 8-A have been duly filed with the New York
Stock Exchange.
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.
Watts Industries, Inc.
By: /s/ Kenneth J. McAvoy
Kenneth J. McAvoy
Chief Financial Officer,
Treasurer and Secretary
Dated: June 22, 1995
