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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Dominion Bridge Corporation
(Exact name of registrant as specified in its charter)
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Delaware 23-2577796
(State of incorporation or organization) (IRS Employer Identification No.)
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500 Notre Dame Street
Lachine, Quebec
CANADA H8S 2B2
(Address of principal executive offices)
(Zip Code)
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If this Form relates to the registration of a If this Form relates to the registration of a class of
class of debt securities and is effective upon debt securities and is to become effective
filing pursuant to General Instruction A(c)(1) simultaneously with the effectiveness of a concurrent
please check the following box. [ ] registration statement under the Securities Act of
1933 pursuant to General Instruction A(c)(2) please
check the following box. [ ]
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Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
(Title of Class)
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Item 1. Description of Registrant's Securities To Be Registered.
Item 1 remains unchanged, except that the following
information is hereby added thereto:
The Board of Directors of Dominion Bridge Corporation (the
"Company") on November 26, 1997 amended (the "Amendment") its Rights Agreement
(the "Rights Agreement") between the Company and Continental Stock Transfer &
Trust Company, as Rights Agent (the "Rights Agent") to make the Rights
Agreement applicable to any acquisition of "Beneficial Ownership" of additional
shares of the Company's capital stock by those Persons who were parties to a
certain Schedule 13D filed with the Commission on August 19, 1997 pursuant to
the Exchange Act, and amended on September 16, 1997, November 3, 1997 and
November 21, 1997 (the "Schedule 13D Group"). These Persons were previously
exempted from the definition of "Acquiring Person" in the Rights Agreement.
The effect of the Amendment is to limit additional purchases
of common stock by the Schedule 13D Group without prior written Board approval.
The Schedule 13D Group was excepted from the operation of the Plan in
connection with its financing of the exercise of certain management stock
options.
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Item 2. Exhibits
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4.1 Rights Agreement, dated as of November 26, 1996 and effective as of November
26, 1996, between Dominion Bridge Corporation and Continental Stock Transfer
& Trust Company which includes (i) the Form of Amendment to the Certificate
of Incorporation of the Company setting forth the terms of the Series One
Preferred Stock as Exhibit A, (ii) the Form of Rights Certificate as Exhibit
B and (iii) the Summary of Rights to Purchase Preferred Stock as Exhibit C.
4.2 Amendment No. 1 to Rights Agreement dated November 26, 1997 between Dominion
Bridge Corporation and Continental Stock Transfer & Trust Company.
99. Form of Stockholder Letter.
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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.
DOMINION BRIDGE CORPORATION
By: /s/ Olivier Despres
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Name: Olivier Despres
Title: Vice President and General Counsel
December 4, 1997
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EXHIBIT LIST
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4.1 Rights Agreement, dated as of November 26, 1996 and effective as Incorporated by reference to Exhibit 4
of November 26, 1996, between Dominion Bridge Corporation and to the Registrant's Form 8-A Filed
Continental Stock Transfer & Trust Company which includes (i) the December 11, 1996.
Form of Amendment to the Certificate of Incorporation of the
Company setting forth the terms of the Series One Preferred Stock
as Exhibit A, (ii) the Form of Rights Certificate as Exhibit B
and (iii) the Summary of Rights to Purchase Preferred Stock as
Exhibit C.
4.2 Amendment No. 1 to Rights Agreement dated November 26, 1997 Filed herewith.
between Dominion Bridge Corporation and Continental
Stock Transfer & Trust Company.
99 Form of Stockholder Letter. Incorporated by reference to Exhibit 99
to the Registrant's Form 8-A Filed
December 11, 1996.
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AMENDMENT NO. 1 TO RIGHTS AGREEMENT
This AMENDMENT NO. 1 TO RIGHTS AGREEMENT (the "Amendment") is entered
into, as of this 26th day of November, 1997, by and between Dominion Bridge
Corporation, a Delaware corporation (the "Company"), and Continental Stock
Transfer & Trust Company (the "Rights Agent").
W I T N E S S E T H
WHEREAS, on November 26, 1996 the Board of Directors approved a Rights
Agreement (the "Agreement") between the Company and the Rights Agent providing
for the issuance of Rights (as defined therein); and
WHEREAS, the Company and the Rights Agent desire to amend the
Agreement in the manner hereinafter provided, which Amendment has been approved
in accordance with Section 26 of the Agreement;
1. Certain Definitions.
(A) Except as otherwise defined in this Amendment, capitalized
terms shall have the meanings ascribed to them in the Agreement.
(B) For purposes of the Agreement, the term "Acquiring Person"
shall mean any Person who or which, together with all Affiliates and Associates
of such Person, shall be the Beneficial Owner of outstanding shares of capital
stock representing 15% or more of the Voting Power, 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, Michel L. Marengere or any Affiliate or Associate of Michel L.
Marengere, and those Persons who were parties to a certain Schedule 13D filed
with the Commission on August 19, 1997 pursuant to the Exchange Act, and
amended on September 16, 1997, November 3, 1997 and November 21, 1997, provided
that no such Person acquires Beneficial Ownership of more than 23% of the
Voting Power of the capital stock of the Company.
2. Continuing Effect. Except as provided in this Amendment,
the Agreement shall remain in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and their respective corporate seals to be hereunto affixed
and attested, all as of the day and year first above written.
Attest: DOMINION BRIDGE CORPORATION
By /s/ Olivier Despres By /s/ Nicolas Matossian
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Name: Olivier Despres Name: Nicolas Matossian
Title: Vice President and Title: President
General Counsel,
Corporate Secretary
Attest: CONTINENTAL STOCK TRANSFER & TRUST
COMPANY
By /s/ Thomas Jennings By /s/ Roger Bernhammer
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Name: Thomas Jennings Name: Roger Bernhammer
Title: Assistant Secretary Title: Vice President
