FORM 8-A/A
Amendment No. 2
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 Lennox 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 which
to be so registered each class is to be registered
Preferred Stock Purchase Rights New York Stock Exchange
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. o
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. o
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, subject to adjustment. The
description and terms of the Rights are set forth in a Rights
Agreement, as amended as of June 25, 1997, July 25, 1997 and
August 21, 1997, (the "Rights Agreement") between the Company and
the Rights Agent thereunder.
Under the Rights Agreement, an "Acquiring Person" means any
Person (as defined in the Rights Agreement) who or which,
together with all affiliates and associates of such Person, shall
be the Beneficial Owner (as defined in the Rights Agreement) of
15% or more of the shares of Common Stock then outstanding, but
shall not include the Company, any subsidiary of the Company, any
employee benefit plan of the Company or of any subsidiary of the
Company, or any Person or entity organized, appointed or
established by the Company for or pursuant to the terms of any
such plan, provided, however, that none of the transactions
contemplated by the Share Purchase Agreement dated as of July 25,
1997 (the "Acquisition Agreement"), pursuant to which II
Acquisition Corp. ("II Acquisition") is offering to acquire all
outstanding shares of Common Stock of the Company, will cause II
Acquisition, any subsidiary of II Acquisition that is established
to effect a merger contemplated by Section 1.03 of the
Acquisition Agreement (the "Merger") or any affiliate or
associate of II Acquisition or any such subsidiary to be deemed
an Acquiring Person as a result of the execution, delivery and
performance under, or consummation of any one or more of the
transactions contemplated by, the Acquisition Agreement,
including, but not limited to, the consummation of the Offer (as
defined in the Acquisition Agreement) and the consummation of the
Merger.
Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, 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 has become an Acquiring Person (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, unless the shares of Common Stock are acquired
pursuant to a tender offer or exchange offer that had been
determined by at least a majority of the members of the Board of
Directors who are not officers of the Company and who are not
representatives, nominees, affiliates or associates of an
Acquiring Person to be at a price that is fair to the Company's
stockholders and is otherwise in the best interests of the
Company and its stockholders. Notwithstanding anything in the
Rights Agreement to the contrary, the commencement of the Offer,
the acquisition of beneficial ownership of Common Stock of the
Company pursuant to the Offer, the acquisition of beneficial
ownership of Common Stock of the Company pursuant to the Merger
and the consummation of any one or more of the Permitted Events
(as defined in the Acquisition Agreement) shall not constitute or
result in the occurrence of a Distribution Date. Until the
Distribution Date, (i) the Rights will be evidenced by the Common
Stock certificates and will be transferred with and only 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 earliest to occur of (i) the close of
business on May 4, 2007, (ii) the time at which the Rights are
redeemed as provided in Section 23 of the Rights Agreement or
(iii) the time immediately prior to the effective time of the
Merger, provided, however, that if the Merger does not occur, the
Rights shall remain exercisable until the earlier of (i) or (ii)
above and the Rights shall not be deemed to be non-exercisable as
a result of such clause (iii).
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.
Except in the event of a Merger, 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 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. 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.
The foregoing description of the Rights is qualified in its
entirety by reference to the Rights Agreement, the exhibits
thereto and the amendments thereto, all of which are listed as
exhibits to this Form 8-A Registration Statement. Also, the
description herein of the Acquisition Agreement, which was
entered into on July 25, 1997 between II Acquisition and the
Company, is qualified in its entirety by reference to such
agreement, which is also listed as an exhibit to this Form 8-A
Registration Statement.
Item 2. Exhibits
Exhibit No. Description
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.)
2 Amendment to Rights Agreement dated as of June 25,
1997 between Imo Industries Inc. and First Chicago
Trust Company of New York. (Incorporated by
reference to Exhibit G to the Company's Schedule 14D-
9 Solicitation/Recommendation Statement filed with
the Commission on July 2, 1997.)
3 Second Amendment to Rights Agreement dated as of
July 25, 1997 between Imo Industries Inc. and First
Chicago Trust Company of New York. (Incorporated by
reference to Exhibit G to the Company's Schedule 14D-
9 Solicitation/Recommendation Statement filed with
the Commission on July 31, 1997.)
4 Third Amendment to Rights Agreement dated as of
August 21, 1997 between Imo Industries Inc. and
First Chicago Trust Company of New York. (Incorpo
rated by reference to Exhibit 4 to the Company's
Form 8-K Current Report filed with the Commission on
August 27, 1997.)
5 Share Purchase Agreement dated July 25, 1997,
between II Acquisition Corp. and Imo Industries Inc.
(Incorporated by reference to Exhibit C to the Com
pany's Schedule 14D-9 Solicitation/Recommendation
Statement filed with the Commission on July 31,
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
undersigned, thereunto duly authorized.
IMO INDUSTRIES INC.
Dated: August 27, 1997 By:/s/ Thomas J. Bird, Esquire
Thomas J. Bird, Esquire
Executive Vice President,
General Counsel and Secretary
EXHIBIT INDEX
Exhibit No. Exhibit
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.)
2 Amendment to Rights Agreement dated
as of June 25, 1997 between Imo
Industries Inc. and First Chicago
Trust Company of New York.
(Incorporated by reference to Exhibit
G to the Company's Schedule 14D-9
Solicitation/Recommendation Statement
filed with the Commission on July 2,
1997.)
3 Second Amendment to Rights Agreement
dated as of July 25, 1997 between Imo
Industries Inc. and First Chicago
Trust Company of New York.
(Incorporated by reference to Exhibit
G to the Company's Schedule 14D-9
Solicitation/Recommendation Statement
filed with the Commission on July 31,
1997.)
4 Third Amendment to Rights Agreement
dated as of August 21, 1997 between
Imo Industries Inc. and First Chicago
Trust Company of New York.
(Incorporated by reference to Exhibit
4 to the Company's Form 8-K Current
Report filed with the Commission on
August 27, 1997.)
5 Share Purchase Agreement dated July
25, 1997, between II Acquisition
Corp. and Imo Industries Inc.
(Incorporated by reference to Exhibit
C to the Company's Schedule 14D-9
Solicitation/Recommendation Statement
filed with the Commission on July 31,
1997.)
