FORM 8-A/A
Amendment No. 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
IMO INDUSTRIES INC.
(Exact name of registrant as specified in its charter)
Delaware 21-0733751
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
1009 Lenox Drive
Building Four West, P.O. Box 6550
Lawrenceville, New Jersey 08648-0550
(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
to be so registered which each class is to be
registered
Preferred Stock Purchase New York Stock Exchange
Rights
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
Item 1. Description of Registrant's Securities to be Registered
On April 30, 1997, the Board of Directors of Imo Industries
Inc. (the "Company") declared a dividend distribution of one
Right for each outstanding share of Company Common Stock to
stockholders of record at the close of business on May 4, 1997.
Each Right entitles the registered holder to purchase from the
Company a unit consisting of one one-hundredth of a share (a
"Unit") of Series B Junior Participating Preferred Stock, par
value $1.00 per share (the "Series B Preferred Stock"), at a
purchase price of $15 per Unit (the "Purchase Price"), subject to
adjustment. The description and terms of the Rights are set
forth in a Rights Agreement (the "Rights Agreement") between the
Company and the Rights Agent thereunder.
Initially, the Rights will be attached to all Common Stock
and no separate Rights Certificates will be distributed. The
Rights will separate from the Common Stock and a Distribution
Date will occur upon the earlier of (i) 10 days following a
public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired, or
obtained the right to acquire, beneficial ownership of 15% or
more of the outstanding shares of Common Stock (the "Stock
Acquisition Date") or (ii) 10 business days following the
commencement of a tender offer or exchange offer that would
result in a person or group beneficially owning 15% or more of
such outstanding shares of Common Stock. Until the Distribution
Date, (i) the Rights will be evidenced by the Common Stock
certificates and will be transferred with such Common Stock
certificates, (ii) new Common Stock certificates issued after May
4, 1997 will contain a notation incorporating the Rights
Agreement by reference and (iii) the surrender for transfer of
any certificates for Common Stock outstanding will also
constitute the transfer of the Rights associated with the Common
Stock represented by such certificate.
The Rights are not exercisable until the Distribution Date
and will expire at the close of business on May 4, 2007, unless
earlier redeemed by the Company as described below.
As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Common
Stock as of the close of business on the Distribution Date and,
thereafter, the separate Rights Certificates alone will represent
the Rights. Except as otherwise determined by the Board of
Directors, and except in certain circumstances described in the
Rights Agreement, only shares of Common Stock issued prior to the
Distribution Date will be issued with Rights.
In the event that, at any time following the Distribution
Date, (i) the Company is the surviving corporation in a merger
with an Acquiring Person and its Common Stock is not changed or
exchanged, or (ii) a Person becomes the beneficial owner of more
than 15% of the then outstanding shares of Common Stock other
than pursuant to an offer for all outstanding shares of Common
Stock that the independent directors determine to be fair to, and
otherwise in the best interests of, stockholders, each holder of
a Right will thereafter have the right to receive, upon exercise,
Common Stock (or, in certain circumstances, cash, property or
other securities of the Company) having a value equal to two
times the exercise price of the Right. Notwithstanding any of
the foregoing, following the occurrence of any of the events set
forth in this paragraph, all Rights that are, or (under certain
circumstances specified in the Rights Agreement) were,
beneficially owned by any Acquiring Person will be null and void.
However, Rights are not exercisable following the occurrence of
either of the events set forth above until such time as the
Rights are no longer redeemable by the Company as set forth
below.
For example, at an exercise price of $15 per Right, each
Right not owned by an Acquiring Person (or by certain related
parties) following an event set forth in the preceding paragraph
would entitle its holder to purchase $30 worth of Common Stock
(or other consideration, as noted above) for $15. Assuming that
the Common Stock had a per share value of $5 at such time, the
holder of each valid Right would be entitled to purchase six
shares of Common Stock for $15.
In the event that, any time following the Stock Acquisition
Date, (i) the Company is acquired in a merger or other business
combination transaction in which the Company is not the surviving
corporation (other than a merger described in the second
preceding paragraph or a merger which follows an offer described
in the second preceding paragraph), or (ii) 50% or more of the
Company's assets or earning power is sold or transferred, each
holder of a Right (except Rights that previously have been voided
as set forth above) shall thereafter have the right to receive,
upon exercise, common stock of the acquiring company having a
value equal to two times the exercise price of the Right. The
events set forth in this paragraph and in the second preceding
paragraph are referred to as the "Triggering Events."
The Purchase Price payable, and the number of Units of
Series B 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 Series B Preferred Stock, (ii) if holders of the Series B
Preferred Stock are granted certain rights or warrants to
subscribe for Series B Preferred Stock or convertible securities
at less than the current market price of the Series B Preferred
Stock, or (iii) upon the distribution to holders of the Series B
Preferred Stock of evidences of indebtedness or assets (excluding
regular quarterly cash dividends) or of subscription rights or
warrants (other than those referred to above).
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments amount to at least
1% of the Purchase Price. No fractional Units will be issued
and, in lieu thereof, an adjustment in cash will be made based on
the market price of the Series B Preferred Stock on the last
trading date prior to the date of exercise.
At any time until 10 days following the Stock Acquisition
Date, the Company may redeem the Rights in whole, but not in
part, at a price of $.01 per Right, payable in cash or stock.
After the redemption period has expired, the Company's right of
redemption may be reinstated if an Acquiring Person reduces his
beneficial ownership to 10% or less of the outstanding shares of
Common Stock in a transaction or series of transactions not
involving the Company. Immediately upon the action of the Board
of Directors ordering redemption of the Rights, the Rights will
terminate and the only right of the holders of Rights will be to
receive the $.01 redemption price.
Until a Right is exercised, the holder thereof, as such,
will have no rights as a stockholder of the Company, including,
without limitation, the right to vote or to receive dividends.
While the distribution of the Rights will not be taxable to
stockholders or to the Company, stockholders may, depending upon
the circumstances, recognize taxable income in the event that the
Rights become exercisable for Common Stock (or other
consideration) of the Company or for common stock of the
acquiring company as set forth above.
Other than those provisions relating to the principal
economic terms of the Rights, any of the provisions of the Rights
Agreement may be amended by the Board of Directors of the Company
prior to the Distribution Date. After the Distribution Date, the
provisions of the Rights Agreement may be amended by the Board in
order to cure any ambiguity, to make changes which do not
adversely affect the interests of holders of Rights; provided,
however, that no amendment to adjust the time period governing
redemption shall be made at such time as the Rights are not
redeemable.
As of April 30, 1997, there were 17,126,609 shares of Common
Stock outstanding and 1,672,788 shares held in the treasury. As
of April 30, 1997, there were available or reserved for issuance
the following shares: 2,293,657 shares of Common Stock under the
Company's Equity Incentive Plan for Key Employees, 360,000 shares
under the Company's 1988 Equity Incentive Plan for Outside
Directors, 229,000 shares under the Company's 1995 Equity
Incentive Plan for Outside Directors, 200,000 shares for Common
Stock Warrants and 1,758,973 shares under the Employees Stock
Savings Plan. Each outstanding share of Common Stock on May 4,
1997 will receive one Right. As long as the Rights are attached
to the Common Stock and in certain other circumstances specified
in the Rights Agreement, the Company will issue one Right for
each share of Common Stock issued.
The Rights have certain antitakeover effects. The Rights
will cause substantial dilution to a person or group that
attempts to acquire the Company without conditioning the offer on
a substantial number of Rights being acquired. The Rights should
not interfere with any merger or other business combination
approved by the Board of Directors of the Company since the Board
of Directors may, at its option, at any time prior to 10 days
following the Stock Acquisition Date redeem all but not less than
all of the then outstanding Rights. In this regard, it is noted
that the Company's Restated Certificate of Incorporation, as
amended, currently contains a supermajority/"fair" price
provision governing certain transactions with interested
stockholders.
The Series B Preferred Stock purchasable upon exercise of
the Rights will be subordinate to other series of the Company's
preferred stock that may be issued in the future. Each share of
Series B Preferred Stock will be entitled to an aggregate
dividend of 100 times the dividend declared per share on the
Company's Common Stock, if any. In the event of liquidation, the
holders of the Series B Preferred Stock will receive a preferred
liquidation payment equal to the greater of $100 per share or an
amount equal to 100 times the payment to be made per share of
Common Stock. Each share of Series B Preferred Stock will have
100 votes, voting together with the Company's Common Stock.
Shares of Series B Preferred Stock will not be redeemable.
In the event of any merger, consolidation or other
transaction in which shares of Common Stock are exchanged, each
share of Series B Preferred Stock will be entitled to receive 100
times the amount received per share of Common Stock. The rights
of the Series B Preferred Stock as to dividends, liquidation,
redemption and voting, and in the event of mergers and
consolidations, are protected by customary antidilution
provisions. Because of the nature of the Series B Preferred
Stock's dividend, liquidation, redemption and voting rights, the
economic value of the one one-hundredth (1/100) interest in a
share of Series B Preferred Stock purchasable upon the exercise
of each Right should approximate the economic value of one share
of the Company's Common Stock.
Attached as Exhibit 1 to the Company's Form 8-A Registration
Statement previously filed with the Securities and Exchange
Commission on May 2, 1997 and incorporated herein by reference is
a form of the Rights Agreement, dated as of April 30, 1997,
between the Rights Agent and the Company, specifying the terms of
the Rights, including the exhibits thereto, as follows: Exhibit
A -- Form of Certificate of Designation, Preferences and Rights
of Series B Junior Participating Preferred Stock of Imo
Industries Inc., as Exhibit B thereto, the Form of Rights
Certificate and as Exhibit C thereto, the Summary of Rights to
Purchase Preferred Stock. The foregoing description of the
Rights is qualified in its entirety by reference to the Rights
Agreement and the exhibits thereto.
Item 2. Exhibits
Exhibit Description
No.
1 Rights Agreement, dated as of April 30, 1997 between Imo
Industries Inc. and First Chicago Trust Company of New York,
which includes, as Exhibit A thereto, the Certificate of
Designation, Preferences and Rights of Series B Junior
Participating Preferred Stock of Imo Industries Inc., as Exhibit
B thereto, the Form of Rights Certificate and as Exhibit C
thereto, the Summary of Rights to Purchase Preferred Stock.
(Incorporated by reference to Exhibit 1 to the Company's Form 8-A
Registration Statement previously filed with the Securities and
Exchange Commission on May 2, 1997.)
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 unde
rsigned, thereunto duly authorized.
IMO INDUSTRIES INC.
Dated: May 23, 1997 By: /s/ Thomas J. Bird,Esquire
Thomas J. Bird, Esquire
Executive Vice President,
General Counsel and Secretary
